COLONIAL GAS CO
10-Q, 1996-05-06
NATURAL GAS DISTRIBUTION
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             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                          FORM 10-Q


 x   Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the quarterly period ended March 31, 1996

                             OR

     Transition Report Pursuant to Section 13 or 15(d) of
     the Securities Exchange Act of 1934

     For the transition period from               to

     COMMISSION FILE NUMBER  0-10007


                    COLONIAL GAS COMPANY
   (Exact name of registrant as specified in its charter)

           Massachusetts                   04-1558100
   (State or other jurisdiction of     (I.R.S. Employer
    incorporation or organization)      Identification Number)

    40 Market Street, Lowell, Massachusetts     01852
   (Address of principal executive offices)   (Zip Code)


Registrant's telephone number, including area code:  
(508) 458-3171


Former name, former address and former fiscal year, if
changed since last report:  Not applicable

  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


  The number of shares of the registrant's common stock, $3.33
par value, outstanding as of May 1, 1996 was 8,404,572.


                    COLONIAL GAS COMPANY

                            INDEX


                                                  

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

  Consolidated Condensed Statements of Income -
      Three Months Ended March 31, 1996 and 1995     
      Twelve Months Ended March 31, 1996 and 1995    

  Consolidated Condensed Balance Sheets -
      March 31, 1996, December 31, 1995 and
      March 31, 1995                               

  Consolidated Condensed Statements of Cash Flows -
      Three Months Ended March 31, 1996 and 1995     
      Twelve Months Ended March 31, 1996 and 1995

  Notes to Consolidated Condensed Financial Statements 

Item 2. Management's Discussion and Analysis of Results of
       Operations and Financial Condition          


PART II - OTHER INFORMATION

Item 5. Other Information                                         

Item 6. Exhibits and Reports on Form 8-K                             


               PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

            COLONIAL GAS COMPANY AND SUBSIDIARIES
         CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                         (UNAUDITED)
                                       Three Months Ended
                                           March 31,
                                         1996   1995
                                     (In Thousands Except
                                       Per Share Amounts)

Operating Revenues                      $77,578 $70,353
  Cost of gas sold                       37,995  34,861
      Operating Margin                   39,583  35,492

Operating Expenses:
  Operations                              9,117   8,252
  Maintenance                             1,118   1,215
  Depreciation and Amortization           2,895   2,522
  Taxes, other than income                1,395   1,356
      Total Operating Expenses           14,525  13,345

Income Taxes                              8,845   7,680

Utility Operating Income                 16,213  14,467

Other Operating Income:
  Truck transportation revenues           3,577   1,762
  Truck transportation expenses, 
      including income taxes and 
      interest                           (2,661) (1,639)
      Truck transportation net income       916     123
  Other, net of income taxes                 55     (45)
Total Other Operating Income                971      78
Non-Operating Income, Net                   177     145
Income Before Interest and Debt Expense  17,361  14,690
Interest and Debt Expense                 2,133   2,241
Net Income                              $15,228 $12,449
Average Common Shares Outstanding         8,377   8,241
Income per Average Common Share         $  1.82  $ 1.51
Dividends Paid per Common Share         $  .320  $ .315

 (See accompanying notes to consolidated condensed 
             financial statements)

            COLONIAL GAS COMPANY AND SUBSIDIARIES
         CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                         (UNAUDITED)

                                       Twelve Months Ended
                                           March 31,
                                        1996       1995
                                       (In Thousands Except
                                        Per Share Amounts)

Operating Revenues                     $171,874$150,529
  Cost of gas sold                       86,766  76,109
      Operating Margin                   85,108  74,420

Operating Expenses:
  Operations                             32,175  31,263
  Maintenance                             4,304   4,994
  Depreciation and Amortization          10,597   9,474
  Taxes, other than income                5,189   5,016
  Restructuring charge                        -   3,185
      Total Operating Expenses           52,265  53,932

Income Taxes                              9,524   4,260

Utility Operating Income                 23,319  16,228

Other Operating Income:
  Truck transportation revenues           9,390   9,980
  Truck transportation expenses, 
      including income
      taxes and interest                 (7,994) (9,029)
      Truck transportation net income     1,396     951
  Other, net of income taxes                 92    (151)
Total Other Operating Income              1,488     800
Non-Operating Income, Net                   898     688
Income Before Interest and Debt Expense  25,705  17,716
Interest and Debt Expense                 9,163   8,657
Net Income                              $16,542  $9,059
Average Common Shares Outstanding         8,327   8,166
Income per Average Common Share          $ 1.99 $  1.11
Dividends Paid per Common Share          $1.275 $ 1.255

 (See accompanying notes to consolidated condensed financial
                         statements)

            COLONIAL GAS COMPANY AND SUBSIDIARIES
            CONSOLIDATED CONDENSED BALANCE SHEETS
                           ASSETS

                             March 31, December 31, March 31,
                               1996      1995        1995
                           (Unaudited)            (Unaudited) 
                                     (In Thousands)

Utility Property:
At original cost             $312,507  $308,191  $291,235
  Accumulated depreciation    (75,629)  (72,636)  (68,126)
      Net utility property    236,878   235,555   223,109

Non-Utility Property - Net      5,372     5,036     3,381

      Net property            242,250   240,591   226,490

Capital Leases - Net            1,995     2,253     2,948

Current Assets:
  Cash and cash equivalents     7,844     7,541    10,160
  Accounts receivable          32,276    19,069    25,776
      Allowance for doubtful
         accounts              (3,093)   (2,205)   (2,353)
  Accrued utility revenues      6,448     8,924     4,932
  Unbilled gas costs            5,816     9,688         -
  Fuel and other inventories    7,511    13,648    10,355
  Prepayments and other 
      current assets            4,838     4,337     5,768

      Total current assets     61,640    61,002    54,638

Deferred Charges and Other Assets:
  Unrecovered deferred 
     income taxes              10,368    10,562    11,277
  Unrecovered demand side 
     management costs           4,791     4,977     4,856
  Unrecovered environmental 
     expenses - incurred        4,836     4,761     4,839
  Unrecovered environmental 
     expenses - accrued         2,225     2,300     3,800
  Unrecovered transition 
     costs - accrued            3,600     3,600     4,700
  Other                        12,287    12,375     8,484
      Total deferred charges
          and other assets     38,107    38,575    37,956

Total Assets                 $343,992  $342,421  $322,032

 (See accompanying notes to consolidated condensed financial
                         statements)

            COLONIAL GAS COMPANY AND SUBSIDIARIES
            CONSOLIDATED CONDENSED BALANCE SHEETS
               LIABILITIES AND CAPITALIZATION

                               March 31, December 31, March 31,
                                 1996      1995        1995
                             (Unaudited)          (Unaudited) 
                                        (In Thousands)

Capitalization:
  Common equity:
   Common Stock - par value $3.33 per share
     Authorized - 15,000 shares
     Issued and outstanding 
        - 8,398, 8,367 and 
        8,268 shares          $27,966   $27,863   $27,532
   Premium on common stock     52,024    51,447    49,862
   Retained earnings           38,307    25,760    32,422
      Total Common equity     118,297   105,070   109,816
  Long-term debt               80,381    75,418    77,888

      Total capitalization    198,678   180,488   187,704

Capital Lease Obligations       1,155     1,359     2,236

Current Liabilities:
  Current maturities of 
     long-term debt            11,144     6,141     8,451
  Current capital lease 
       obligations                839       894       711
  Notes payable                40,000    61,835    33,000
  Gas inventory purchase 
      obligations               6,040    12,340     8,041
  Accounts payable             12,812    12,150     7,475
  Other                        13,820     8,306    13,343
    Total current liabilities  84,655   101,666    71,021
Deferred Credits and Reserves:
  Deferred income taxes-funded 33,346    32,299    30,275
  Deferred income taxes-
     unfunded                  10,368    10,562    11,277
  Accrued environmental 
     expenses                   2,225     2,300     3,800
  Accrued transition costs      3,600     3,600     4,700
  Other                         9,965    10,147    11,019
      Total deferred credits 
          and reserves         59,504    58,908    61,071
Total Capitalization and 
       Liabilities           $343,992  $342,421  $322,032



 (See accompanying notes to consolidated condensed financial
                         statements)

            COLONIAL GAS COMPANY AND SUBSIDIARIES
       CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                         (UNAUDITED)


                                          Three Months Ended
                                              March 31,
                                           1996       1995
                                            (In Thousands)

Cash Flows From Operating Activities:
  Net income                               $15,228 $12,449
  Adjustments to reconcile net income 
     to net cash                             4,603   2,375
  Changes in current assets and liabilities  4,734  13,223

      Net cash provided by operating 
         activities                         24,565  28,047

Cash Flows From Investing Activities:
  Capital expenditures                      (4,746) (4,021)
  Change in deferred accounts                  733   1,268

      Net cash used in investing 
      activities                            (4,013) (2,753)

Cash Flows From Financing Activities:
  Dividends paid on Common Stock            (2,680) (2,595)
  Issuance of Common Stock                     680     786
  Issuance of long-term debt, net of 
     issuance costs                          9,920       -
  Retirement of long-term debt, 
     including premiums                        (34)    (32)
  Change in notes payable                  (21,835)(16,500)
  Change in gas inventory purchase 
     obligations                            (6,300) (5,819)
      Net cash used in financing 
         activities                        (20,249)(24,160)

Net increase in cash and cash 
      equivalents                              303   1,134

Cash and cash equivalents at beginning of 
      period                                 7,541   9,026

Cash and cash equivalents at end of 
      period                              $  7,844 $10,160

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
      Interest - net of amount 
         capitalized                      $  2,167 $ 2,231

      Income and franchise taxes          $    454 $   214

 (See accompanying notes to consolidated condensed financial
                         statements)

            COLONIAL GAS COMPANY AND SUBSIDIARIES
       CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                         (UNAUDITED)


                                       Twelve Months Ended
                                            March 31,
                                         1996       1995
                                           (In Thousands)

Cash Flows From Operating Activities:
  Net income                              $16,542 $  9,059
  Adjustments to reconcile net income 
     to net cash                           14,681   10,389
  Changes in current assets and 
     liabilities                           (5,640)   5,418

      Net cash provided by operating  
         activities                        25,583   24,866

Cash Flows From Investing Activities:
  Capital expenditures                    (26,795) (30,893)
  Change in deferred accounts                (169)   4,513

      Net cash used in investing 
         activities                       (26,964) (26,380)

Cash Flows From Financing Activities:
  Dividends paid on Common Stock          (10,657) (10,287)
  Issuance of Common Stock                  2,596    3,767
  Issuance of long-term debt, net 
     of issuance costs                     26,941      741
  Retirement of long-term debt, 
     including premiums                   (24,815)  (5,151)
  Change in notes payable                   7,000   13,000
  Change in gas inventory purchase 
     obligations                           (2,000)     955
      Net cash (used in) provided by 
         financing activities                (935)   3,025

Net (decrease) increase in cash and 
   cash equivalents                        (2,316)   1,511
Cash and cash equivalents at 
   beginning of period                     10,160    8,649

Cash and cash equivalents at end 
   of period                             $  7,844  $10,160

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
      Interest - net of amount    
         capitalized                     $  9,804   $9,746

      Income and franchise taxes         $  3,684   $6,610

 (See accompanying notes to consolidated condensed financial
                         statements)

            COLONIAL GAS COMPANY AND SUBSIDIARIES
    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                         (UNAUDITED)


1.  In the opinion of the Company, the accompanying unaudited
    consolidated condensed financial statements contain all
    adjustments (consisting of only normal recurring
    accruals) necessary to present fairly the financial
    position as of March 31, 1996 and 1995 and results of
    operations for the three and twelve month periods ended
    March 31, 1996 and 1995 and cash flows for the three and
    twelve month periods ended March 31, 1996 and 1995.

2.  Due to the significant impact of gas used for space
    heating during the heating season (November-April) and
    the Company's seasonal rate structure, the results of
    operations for the three month periods ending March 31,
    1996 and 1995 are not necessarily indicative of the
    results to be expected for the full year.

3.  During the three months ended March 31, 1996, the Company
    issued 31,000 shares of Common Stock, $3.33 par value,
    under a Dividend Reinvestment and Common Stock Purchase
    Plan and under an Employee Savings Plan. As a result,
    Common Stock, $3.33 par value, increased $103,000 and
    Premium on Common Stock increased $577,000.

4.  Contingencies

    Reference is made to Note J/Contingencies of the Notes to
    Consolidated Financial Statements contained within the
    Company's 1995 Annual Report to Stockholders.

5.  Reclassifications are made periodically to previously
    issued financial statements to conform to the current
    year presentation.

Item 2.  Management's Discussion and Analysis of Results 
         of Operations and Financial Condition

Results of Operations

         Three Months Ended March 31, 1996 and 1995

Net  income for the three months ending March 31, 1996  rose
22%  to  $15,228,000 compared to $12,449,000  for  the  same
period  last year. This increase resulted primarily  from  a
12%  or  $1,746,000  increase in operating  income  for  the
Company's  utility  operation.  In  addition  there  was   a
$793,000  increase  in  net income for  Transgas  Inc.,  the
Company's energy trucking subsidiary, compared to the  first
quarter of 1995. For the three months ending March 31, 1996,
operating  margin increased $4,091,000 or 11.5% compared  to
the  same  1995 period due to higher firm gas sales  volumes
resulting  from  significantly colder  weather.  During  the
first quarter of 1996 temperatures averaged 7.5% colder than
the same period last year and 3.5% colder than normal.

This increase in operating margin was partially offset by  a
$1,180,000  or 8.8% rise in operating expenses --  primarily
as  a  result of higher bad debts due to higher gas revenues
and increased depreciation.

Income  taxes increased $1,165,000 or 15% due  to  a  higher
level of income subject to tax.

Other  operating  income  (net of  income  taxes)  increased
$893,000  over  the comparable 1995 period  primarily  as  a
result  of  the  increase in Transgas' net income  which  is
attributable  to the colder weather. Compared to  the  first
quarter of 1995, Transgas hauls of LNG increased 141%.

Interest  expense  decreased $108,000 or 4.8%.  Interest  on
short-term debt increased due to increased borrowings  which
were  partially  offset by lower interest  rates.  This  was
further  offset by a decrease in long-term interest  expense
due  to  the  early  retirement of higher interest  debt  in
December 1995.


         Twelve Months Ended March 31, 1996 and 1995

Net  income  was  $16,542,000 for the twelve  months  ending
March  31,  1996 up from $9,059,000 for the comparable  1995
period,  for an increase of 83%. The Company's earnings  for
the  twelve  months  ending  March  31,  1995  reflected   a
restructuring charge of $1,965,000 after-tax relating  to  a
voluntary early retirement program and the closing of retail
appliance sales operations.

The  rise  in net income for the twelve-month period  ending
March  31, 1996 was due to weather that was 12% colder  than
the  comparable 1995 period and 6.6% colder than normal. The
colder weather for the twelve-month period ending March  31,
1996  caused  a 12% increase in firm gas sales  volumes  and
resulted  in  an increase in operating margin of $10,688,000
or  14%.  In  addition,  net income for  Transgas  increased
$445,000 as compared to the twelve-month period ending March
31, 1995.

Operating  expenses were down $1,667,000 or  3.1%  of  which
$3,185,000  relates to the restructuring charge referred  to
above.  This  decrease was partially offset  by  higher  bad
debts due to higher gas revenues and increased depreciation.

Income  taxes increased $5,264,000 due to a higher level  of
income subject to tax.

Other operating income (net of income taxes) increased
$688,000 over the comparable 1995 period due to the rise in
Transgas net income and merchandise net income.

Interest  and  debt  expense  increased  $506,000  or  5.8%.
Interest  on  short-term  debt increased  due  to  increased
borrowings which were partially offset by a decrease in long-
term  interest expense due to the early retirement of higher
interest debt in December 1995.


Liquidity and Capital Resources

 On February 5, 1996, the Company issued $10 million of 30-
year bonds with an interest rate of 6.94% under the MTN program. 
It is anticipated that the remaining $45 million of bonds under
the MTN program will be issued in several series within the 
next two years.
 
 On April 17, 1996, the quarterly dividend on the Company's
common stock was increased to $.325 per share or an
annualized dividend rate of $1.30 per share. This is the
60th consecutive year that the Company has paid a dividend
to common shareholders and the 17th consecutive year that it
has increased its per share dividend payment.
 
                 PART II - OTHER INFORMATION



Item 5. Other Information

    None

Item 6. Exhibits and Reports on Form 8-K

a.  Exhibits

    None

b.  Reports on Form 8-K

    None
                         SIGNATURES




  Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
  
                                   COLONIAL GAS COMPANY
                                          (Registrant)


Date:  May 6, 1996              F.L. Putnam, III
                                President and Chief Executive Officer



Date:  May 6, 1996              Nickolas Stavropoulos
                                Executive Vice President - Finance,
                                Marketing and Chief Financial Officer

         [END OF FORM 10-Q FOR PERIOD ENDED MARCH 31, 1996]



<TABLE> <S> <C>

<ARTICLE> UT
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      236,878
<OTHER-PROPERTY-AND-INVEST>                      7,268
<TOTAL-CURRENT-ASSETS>                          61,640
<TOTAL-DEFERRED-CHARGES>                        25,820
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<TOTAL-ASSETS>                                 343,992
<COMMON>                                        27,966
<CAPITAL-SURPLUS-PAID-IN>                       52,024
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                                0
                                          0
<LONG-TERM-DEBT-NET>                            80,381
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<LONG-TERM-NOTES-PAYABLE>                            0
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<LONG-TERM-DEBT-CURRENT-PORT>                   11,144
                            0
<CAPITAL-LEASE-OBLIGATIONS>                      1,155
<LEASES-CURRENT>                                   839
<OTHER-ITEMS-CAPITAL-AND-LIAB>                  86,136
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<GROSS-OPERATING-REVENUE>                       77,578
<INCOME-TAX-EXPENSE>                             8,845
<OTHER-OPERATING-EXPENSES>                      55,520
<TOTAL-OPERATING-EXPENSES>                      61,365
<OPERATING-INCOME-LOSS>                         16,213
<OTHER-INCOME-NET>                               1,148
<INCOME-BEFORE-INTEREST-EXPEN>                  17,361
<TOTAL-INTEREST-EXPENSE>                         2,133
<NET-INCOME>                                    15,228
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                   15,228
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