File No. 069-00273
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM U-3A-2
Statement by Holding Company Claiming
Exemption Under Rule U-3A-2 from the Provisions of the
Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
EnergyNorth, Inc.
1260 Elm Street
P.O. Box 329
Manchester, New Hampshire 03105-0329
603-625-4000
(Name, address and telephone number of principal executive offices
of company filing this statement)
<PAGE>
EnergyNorth, Inc. hereby files with the Securities Exchange
Commission, pursuant to Rule 2, its statement claiming exemption
as a holding company from the provisions of the Public Utility
Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business
of claimant and every subsidiary thereof, other than any exempt
wholesale generator (EWG) or foreign utility company in which
claimant directly or indirectly holds an interest.
EnergyNorth, Inc. ("ENI" or the "Company") is a New Hampshire
business corporation formed on May 12, 1982, for the purpose of
becoming a holding company. At the present time, the Company's
only business is the ownership of the outstanding common stock of
EnergyNorth Natural Gas, Inc. (ENGI), EnergyNorth Propane, Inc.
(ENPI), ENI Mechanicals, Inc. (ENMI), EnergyNorth Realty, Inc.
(ENRI), Broken Bridge Corp. (BBC) and ENI Resources, Inc. (ERI).
All of ENI's subsidiaries are organized under the laws of the
state of New Hampshire.
ENGI, the Company's principal subsidiary, distributes natural gas
as a regulated utility pursuant to franchise authority granted by
the New Hampshire Public Utilities Commission. No operations are
conducted outside of the state of New Hampshire. At December 31,
1999, ENGI provided service to nearly 73,000 customers. The
franchise territory is comprised of 28 cities and towns where
natural gas is delivered through a local distribution network.
It covers approximately 922 square miles with a population of
approximately 482,000. The territory is situated in southern and
central New Hampshire, with the exception of Berlin which is
located in northern New Hampshire. ENGI is also engaged in
equipment rental and appliance and jobbing sales, all of which
take place entirely within the state of New Hampshire.
ENPI is a retailer of liquefied petroleum gas ("propane" or "LP")
to over 15,800 customers in more than 150 communities located in
southern and central New Hampshire. Propane distribution does
not require a regulatory franchise. ENPI operates from separate
headquarters and plant facilities that it owns at Regional Drive
in Concord, New Hampshire and has distribution centers in
Amherst, Bedford and Gilford, New Hampshire. Propane is
transported in bulk supply by trucks to and from ENPI's
distribution centers. ENPI is a member of VGS Propane, LLC
(VGSP), a joint venture with Northern New England Gas
Corporation. VGSP is a Vermont limited liability company which
provides LP gas sales and service to approximately 10,000
customers in the state of Vermont.
ENMI's wholly owned subsidiaries, Northern Peabody, Inc. (NPI)
and Granite State Plumbing and Heating, Inc. (GSPH), are
mechanical contractors engaged in the design, construction and
service of plumbing, heating, ventilation, air conditioning and
process piping systems. They serve commercial industrial and
institutional customers in northern New England and
Massachusetts. NPI and GSPH operate from separate headquarters
and facilities located in Manchester, New Hampshire and Portland,
Maine, and Goffstown, New Hampshire, respectively.
<PAGE>
ENRI's principal activity is owning and leasing land and a
building located at 1260 Elm Street in Manchester, New Hampshire
where ENI and all of its subsidiaries, except ENPI and ENMI,
maintain corporate offices.
BBC owns undeveloped land located in Concord, New Hampshire.
ERI is engaged in an energy services joint venture.
2. A brief description of the properties of claimant and each of
its subsidiary public utility companies used for the generation,
transmission and distribution of electric energy for sale, or for
the production, transmission and distribution of natural or
manufactured gas, indicating the location of principal generating
plants, transmission lines, producing fields, gas manufacturing
plants, and electric and gas distribution facilities, including
all such properties which are outside the State in which claimant
and its subsidiaries are organized and all transmission or
pipelines which deliver or receive electric energy or gas at the
borders of such State.
The only properties to which this item applies are the
production, transmission and distribution facilities and
properties of ENGI, all of which are located in New Hampshire.
ENGI owns three operations centers, located in Nashua, Manchester
and Tilton. The operations center located at Bridge Street in
Nashua is comprised of brick and cement buildings containing gas
distribution equipment, a regulating station, LP storage tanks
and peak shaving equipment. The operations center located at Elm
Street in Manchester occupies eleven acres and is comprised of
brick and concrete buildings containing storerooms, LP and
liquefied natural gas (LNG) peak shaving equipment, together with
LNG and LP storage tanks and a compressed natural gas fill
station. The operations center at Route 140 in Tilton is
comprised of a cement block building housing LNG and LP peak
shaving equipment together with LNG and LP storage tanks.
An energy center located at Broken Bridge Road in Concord is also
owned by ENGI. This property is located within a two acre fenced-
in section of an approximately five acre tract. Located within
these two acres are concrete and wood buildings, metering
equipment, LNG peak shaving equipment together with an LNG
storage tank.
ENGI has seven take stations, located at Broken Bridge Road in
Concord, Sanborn Road in Londonderry, Route 28 By-Pass in
Hooksett, Candia Road in Manchester, Bridle Bridge Road in
Windham, Ferry Street in Allenstown and East Milan Road in
Berlin. The take stations consist of land and buildings
sheltering natural gas metering and pressure regulating
equipment. The take stations are owned by ENGI with the
exception of the take station in Berlin, which is owned by the
Portland Natural Gas Transmission System, and some of the land
which is owned by Tennessee Gas Pipeline Company (Tennessee),
ENGI's gas transporter for the central and southern New Hampshire
region.
<PAGE>
Other properties owned by ENGI include undeveloped land at
Sewalls Falls Road and Palm Street in Concord, land at Briarcliff
Road in Milford and a tank farm including land and LP storage
tanks located at Caldwell Drive in Amherst. ENGI owns land and
an office/warehouse building in Tilton, leases office space in
Nashua and Concord and leases parking space in Manchester and
Concord.
As of December 31, 1999, ENGI had more than 1,800 miles of mains
and service connections all within the state of New Hampshire.
Substantially all of ENGI's utility properties are subject to the
lien of the indenture securing the ENGI First Mortgage Bonds.
ENGI's gas supply is principally pipeline natural gas transported
primarily by Tennessee, a subsidiary of El Paso Energy
Corporation, and purchased both on long-term contract and short-
term spot market bases. LP-air and LNG, which are used to
supplement ENGI's natural gas pipeline supplies, are produced at
plants owned and operated by ENGI.
As described above, ENGI operates its natural gas distribution
business entirely within the state of New Hampshire. The Company
owns no gas manufacturing or distribution facilities outside of
New Hampshire nor pipelines that deliver or receive gas at New
Hampshire borders. The Company purchases natural gas from sources
outside of New Hampshire and takes delivery in New Hampshire,
primarily through pipeline terminals. Natural gas owned by ENGI
and stored outside of New Hampshire is stored in facilities owned
by unaffiliated persons.
3. The following information for the last calendar year with
respect to claimant and each of its subsidiary public utility
companies:
(a) Number of kwh. of electric energy sold (at retail or
wholesale), and Mcf. of natural or manufactured gas
distributed at retail.
ENGI sold or transported during the calendar year ended
December 31, 1999, natural and manufactured gas as
follows (in thousands of Mcf):
Residential 5,193
Commercial/Industrial 4,704
280-day service 668
Interruptible/other 104
Transportation 2,430
------
Total Gas Sales and
Volumes Transported 13,099
======
ENGI sells no electric energy.
<PAGE>
(b) Number of kwh. of electric energy and Mcf. of natural or
manufactured gas distributed at retail outside the State
in which each such company is organized.
None.
(c) Number of kwh. of electric energy and Mcf. of natural or
manufactured gas sold at wholesale outside the State in which
each such company is organized, or at the State line.
None.
(d) Number of kwh. of electric energy and Mcf. of natural or
manufactured gas purchased outside the State in which
each such company is organized or at the State line.
Natural gas is purchased by ENGI outside the state of New
Hampshire from third-party marketers. These supplies are
transported under Federal Energy Regulatory Commission
approved tariffs to delivery points located within New
Hampshire. Supplemental gas is purchased from sources
within and outside New Hampshire and delivered by truck
and railcar to points within New Hampshire.
4. The following information for the reporting period with
respect to claimant and each interest it holds directly or
indirectly in an EWG or a foreign utility company, stating
monetary amounts in United States dollars:
(a) Name, location, business address and description of the
facilities used by the EWG or foreign utility company for
the generation, transmission and distribution of electric
energy for sale or for the distribution at retail of
natural or manufactured gas.
None.
(b) Name of each system company that holds an interest in
such EWG or foreign utility company; and description of
the interest held.
None.
(c) Type and amount of capital invested, directly or
indirectly, by the holding company claiming exemption;
any direct or indirect guarantee of the security of the
EWG or foreign utility company by the holding company
claiming exemption; and any debt or other financial
obligation for which there is recourse, directly or
indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign
utility company.
None.
<PAGE>
(d) Capitalization and earnings of the EWG or foreign utility
company during the reporting period.
None.
(e) Identify any service, sales or construction contract(s)
between the EWG or foreign utility company and a system
company, and describe the services to be rendered or
goods sold and fees or revenues under such agreement(s).
None.
EXHIBIT A
A consolidating statement of income and surplus of the claimant
and its subsidiary companies for the last calendar year, together
with a consolidating balance sheet of claimant and its subsidiary
companies as of the close of such calendar year.
See Exhibit 99, filed herewith.
<PAGE>
The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on
this 7th day of February, 2000.
ENERGYNORTH, INC.
By /s/ David A. Skrzysowski
-----------------------------
David A. Skrzysowski
Vice President and Controller
CORPORATE SEAL
Attest: /s/ Frank L. Childs
-----------------------------
Frank L. Childs
Senior Vice President
and Chief Financial Officer
Name, title and address of officer/agent for service
to whom notices and correspondence concerning
this statement should be addressed:
David A. Skrzysowski
Vice President and Controller
1260 Elm Street
P.O. Box 329
Manchester, New Hampshire 03105-0329
603-625-4000, X4253
The Commission is requested to mail copies of all
orders, notices and communications to:
Richard A. Samuels, Esquire
McLane, Graf, Raulerson & Middleton,
Professional Association
P.O. Box 326
Manchester, New Hampshire 03105-0326
603-625-6464
<PAGE>
EXHIBIT B Financial Data Schedule
See Exhibit 27, filed herewith.
EXHIBIT C
An organization chart showing the relationship of each EWG
or foreign utility company to associate companies in the
holding-company system.
Not applicable.
<TABLE> <S> <C>
<ARTICLE> OPUR3
<LEGEND>
This schedule contains summary financial information extracted from
the consolidating balance sheet and consolidating statement of income
contained in Form U-3A-2 of EnergyNorth, Inc. for the calendar year
ended December 31, 1999 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 181,101
<TOTAL-OPERATING-REVENUES> 124,863
<NET-INCOME> 4,029
</TABLE>
<TABLE>
<CAPTION>
Exhibit A
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
ASSETS
December 31, 1999
Unaudited
(in thousands)
Elimina-
ENI ENGI ENPI ENMI ENRI BBC ERI tions Total
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Property:
Utility plant, at cost $ - $172,707 $ - $ - $ - $ - $ - $ - $172,707
Accumulated depreciation and amortization - 57,347 - - - - - - 57,347
----------------------------------------------------------------------------------
Net utility plant - 115,360 - - - - - - 115,360
Net nonutility property, at cost 9 - 6,696 342 1,093 426 - (27) 8,539
----------------------------------------------------------------------------------
Net property 9 115,360 6,696 342 1,093 426 - (27) 123,899
----------------------------------------------------------------------------------
Investment in subsidiaries 52,403 - - - - - - (52,403) -
----------------------------------------------------------------------------------
Current assets:
Cash and temporary cash investments (1,053) 1,676 143 (440) 7 14 25 - 372
Notes receivable from affiliates - - - - 580 - - (580) -
Accounts receivable, net 17 7,086 1,212 8,619 - - - - 16,934
Unbilled revenues - 3,638 - - - - - - 3,638
Intercompany accounts receivable 4,768 (4,392) (133) (13) (47) (67) (38) (72) 6
Deferred gas costs - 5,237 - - - - - - 5,237
Material and supplies - 1,437 111 418 - - - - 1,966
Supplemental gas supplies - 8,409 266 - - - - - 8,675
Prepaid and deferred taxes - 1,586 (28) (25) (10) (20) (15) - 1,488
Prepaid expenses and other (812) 2,019 80 74 1 - - - 1,362
----------------------------------------------------------------------------------
Total current assets 2,920 26,696 1,651 8,633 531 (73) (28) (652) 39,678
----------------------------------------------------------------------------------
Deferred charges and other assets:
Regulatory asset - income taxes - 2,465 - - - - - - 2,465
Recoverable environmental costs - 11,154 - - - - - - 11,154
Other deferred charges 2 2,134 15 - 5 - - - 2,156
Other assets 413 236 1,072 22 6 - - - 1,749
----------------------------------------------------------------------------------
Total deferred charges and other assets 415 15,989 1,087 22 11 - - - 17,524
----------------------------------------------------------------------------------
Total assets $55,747 $158,045 $9,434 $8,997 $1,635 $353 $(28) $(53,082) $181,101
==================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit A
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
STOCKHOLDERS' EQUITY AND LIABILITIES
December 31, 1999
Unaudited
(in thousands)
Elimina-
ENI ENGI ENPI ENMI ENRI BBC ERI tions Total
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Capitalization:
Common stockholders' equity:
Common Stock $ 3,323 $ 3,000 $ 15 $ 2 $ 7 $ 10 $ 1 $ (3,035) $ 3,323
Amount in excess of par 32,643 22,538 1,049 1,990 378 390 45 (26,390) 32,643
Retained earnings 16,692 21,267 1,160 275 313 3 (40) (23,005) 16,665
---------------------------------------------------------------------------------
Total common stockholders' equity 52,658 46,805 2,224 2,267 698 403 6 (52,430) 52,631
Long-term debt - 42,027 2,765 98 743 - - - 45,633
---------------------------------------------------------------------------------
Total capitalization 52,658 88,832 4,989 2,365 1,441 403 6 (52,430) 98,264
---------------------------------------------------------------------------------
Current liabilities:
Notes payable to banks 1,700 20,500 580 - - - - - 22,780
Notes payable to affiliates - 200 380 - - - - (580) -
Current portion of long-term debt - 468 194 114 72 - - - 848
Inventory purchase obligation - 10,139 - - - - - - 10,139
Accounts payable 320 6,155 1,103 6,023 7 - - (72) 13,536
Accrued interest 11 1,127 3 1 5 - - - 1,147
Accrued and deferred taxes - 891 133 244 41 (46) (34) - 1,229
Accrued environmental remediation costs - 1,742 - - - - - - 1,742
Customer deposits and other 1,058 788 1,165 - - - - - 3,011
---------------------------------------------------------------------------------
Total current liabilities 3,089 42,010 3,558 6,382 125 (46) (34) (652) 54,432
---------------------------------------------------------------------------------
Deferred credits:
Deferred income taxes - 20,785 855 - 69 (4) - - 21,705
Unamortized investment tax credits - 1,456 - - - - - - 1,456
Regulatory liability - income taxes - 999 - - - - - - 999
Long-term environmental remediation costs - 1,429 - - - - - - 1,429
Contributions in aid of construction and other - 2,534 32 250 - - - - 2,816
---------------------------------------------------------------------------------
Total deferred charges - 27,203 887 250 69 (4) - - 28,405
---------------------------------------------------------------------------------
Total stockholders' equity and liabilities $55,747 $158,045 $9,434 $8,997 $1,635 $353 $(28) $(53,082) $181,101
=================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit A
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1999
Unaudited
(in thousands)
Elimina-
ENI ENGI ENPI ENMI ENRI BBC ERI tions Total
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total operating revenues $ - $79,256 $11,932 $33,680 $490 $ - $ - $(495) $124,863
Operating expenses:
Cost of sales - 38,583 5,651 29,731 - - - (4) 73,961
Operations and maintenance - 18,499 4,051 3,010 146 1 - (490) 25,217
Depreciation and amortization - 6,493 1,087 187 78 - - - 7,845
Taxes other than income taxes - 3,305 210 231 59 7 - - 3,812
Federal and state income taxes - 3,191 279 222 62 (5) (9) - 3,740
-------------------------------------------------------------------------------------
Total operating expenses - 70,071 11,278 33,381 345 3 (9) (494) 114,575
-------------------------------------------------------------------------------------
Operating income (loss) - 9,185 654 299 145 (3) 9 (1) 10,288
Other income (expense), net - 839 (539) 228 25 (5) (24) 1 525
Reorganization cost - 1,663 151 37 18 - - - 1,869
Interest expense:
Interest on long-term debt - 3,577 202 47 69 - - - 3,895
Other interest - 989 30 - 1 - - - 1,020
-------------------------------------------------------------------------------------
Total interest expense - 4,566 232 47 70 - - - 4,915
-------------------------------------------------------------------------------------
Net income (loss) $ - $3,795 $ (268) $ 443 $ 82 $(8) $(15) $ - $4,029
=====================================================================================
</TABLE>
Consolidated basic earnings per share $1.21
Consolidated diluted earnings per share $1.21
<PAGE>
<TABLE>
<CAPTION>
Exhibit A
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF SURPLUS
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1999
Unaudited
(in thousands)
Elimina-
ENI ENGI ENPI ENMI ENRI BBC ERI tions Total
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1998 $17,260 $21,323 $1,854 $153 $231 $11 $(25) $(23,572) $17,235
Add:
Net income (loss) 4,030 3,795 (268) 443 82 (8) (15) (4,030) 4,029
Less:
Cash dividends 4,598 3,851 426 321 - - - (4,597) 4,599
----------------------------------------------------------------------------------------
Balance - December 31, 1999 $16,692 $21,267 $1,160 $275 $313 $3 $(40) $(23,005) $16,665
========================================================================================
</TABLE>
