2
<PAGE>
SECURITIES & EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A No. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES ACT OF 1934
Date of report (date of earliest event reported):
July 1, 1996
COMMISSION FILE NO. 0-25842
PACIFIC GAS TRANSMISSION COMPANY
(Exact name of registrant as specified in its charter)
California 94-1512922
(State of Incorporation) (I.R.S. Employer Identification No.)
2100 SW River Parkway, Portland, Oregon 97201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 833-4000
<PAGE>
The registrant hereby amends Item 7 of its Report on Form 8-K filed on July 15,
1996 so that as amended such Item shall read as follows:
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
1. Audited Financial Statements of State Gas Pipeline Unit as
of and for the year ended June 30, 1995, together with the
Audit Certificate of the Executive Director - Audit for the
Queensland Audit Office. (Page 1)
2. Unaudited Financial Statements of State Gas Pipeline Unit as
of and for the nine months ended March 31, 1996.
(Page 15)
3. Note to Condensed Financial Statements of State Gas Pipeline
Unit. (Unaudited) (Page 18)
(b) Pro Forma Financial Information
1. Pro Forma Condensed Consolidated Income Statement for the
year ended December 31, 1995. (Unaudited)
(Page 19)
2. Pro Forma Condensed Consolidated Balance Sheet and Income
Statement as of and for the three months ended March 31,
1996. (Unaudited) (Page 20)
3. Notes to Pro Forma Condensed Consolidated Financial
Statements. (Unaudited) (Page 22)
(c) Exhibits
2 State Gas Pipeline Sale Agreement dated as of April 29,
1996, between the Secretary for Mines of the State of
Queensland, Australia and PGT Australia Pty Limited, as
Trustee of the PGT Queensland Unit Trust (Form 8-K dated
July 15, 1996 (File No. 0-25842), Exhibit 2).
23 Consent of Independent Public Accountants provided by the
office of the Auditor General of Queensland. (Page 24)
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
PACIFIC GAS TRANSMISSION COMPANY
(Registrant)
Date: August 13, 1996 By: /s/ STANLEY C. KARCZEWSKI
Name: Stanley C. Karczewski
Title: Vice President of Finance and Controller
and Chief Financial Officer
<PAGE>
DEPARTMENT OF MINERALS & ENERGY
STATE GAS PIPELINE UNIT
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 1995
CONTENTS
Profit and Loss Statement 1
Balance Sheet 2
Statement of Cash Flows 3
Notes to and Forming Part of the Accounts 4 - 12
Management Certificate 13
Audit Certificate 14
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
STATE GAS PIPELINE UNIT
PROFIT AND LOSS STATEMENT
FOR THE YEAR ENDED 30 JUNE 1995
------------------------------
<TABLE>
<CAPTION>
Note
-----
<S> <C> <C>
$'000
OPERATING REVENUES
Sales Revenue 21,434
Government Grant 180
Other Revenue 3 72
----------
Total Operating Revenue 21,686
----------
OPERATING EXPENSES
Depreciation 5,071
Interest 9,879
Pipeline Repairs and Maintenance 2,324
Other Expenses 4 1,330
----------
Total Operating Expenses 18,604
----------
OPERATING PROFIT 3,082
Accumulated Losses at the beginning
of the Financial Year (4,051)
Adjustment for employee entitlements 2 (5)
----------
TOTAL AVAILABLE FOR APPROPRIATION (974)
----------
ACCUMULATED LOSSES AT THE END OF THE
FINANCIAL YEAR 974
==========
The accompanying notes form part of these financial statements.
</TABLE>
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
STATE GAS PIPELINE UNIT
BALANCE SHEET
AS AT 30 JUNE 1995
--------------------------------------
<TABLE>
<CAPTION>
Note
--------
<S> <C> <C>
CURRENT ASSETS $`000
Cash 2,168
Receivables 5 1,843
Other 6 115
----------
TOTAL CURRENT ASSETS 7 4,126
----------
NON-CURRENT ASSETS
Investments 8 -
Property, Plant & Equipment 9 120,824
------------
TOTAL NON-CURRENT ASSETS 120,824
------------
TOTAL ASSETS 124,950
------------
CURRENT LIABILITIES
Creditors and Borrowings 10 4,761
Provisions 11 40
------------
TOTAL CURRENT LIABILITIES 4,801
------------
NON-CURRENT LIABILITIES
Creditors and Borrowings 10 111,092
Provisions 11 72
TOTAL NON-CURRENT LIABILITIES 111,164
------------
TOTAL LIABILITIES 115,965
------------
NET ASSETS 8,985
EQUITY
Reserves 12 9,959
Accumulated Losses 974
------------
TOTAL EQUITY 8,985
============
The accompanying notes form part of these financial statements.
</TABLE>
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
STATE GAS PIPELINE UNIT
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 1995
------------------------------------------------
<TABLE>
<CAPTION>
Note
------
<S> <C> <C>
$'000
Inflows
(Outflows)
Cash flows from operating activities
Receipts from customers 20,974
Payments to suppliers and employees (3,462)
Dividends received 5
Interest received 59
Interest paid (9,863)
Other revenue 2
-----------
Net cash provided by operating
Activities 15 7,715
Cash flows from investing activities
Payment for property, plant and equipment (507)
Proceeds from sale of investment 98
Payment for investment -
Contribution toward the payment
for property, plant and equipment 190
Proceeds from sale of property, plant
and equipment -
-----------
Net cash used in investing activities (219)
Cash flows from financing activities
Repayment of borrowings (7,087)
-----------
Net cash used in financing activities (7,087)
----------
Net increase in cash held 409
Cash at the beginning of the financial year 1,759
----------
Cash at the end of the financial year 5 2,168
----------
The accompanying notes form part of these financial statements.
</TABLE>
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
STATE GAS PIPELINE UNIT
Notes to and forming part of the accounts for the year ended 30 June 1995
- --------------------------------------------------------------------------------
1 OWNERSHIP OF PIPELINES
Under the terms of the Petroleum Act 1923, the Minister for Minerals and
Energy, acting in the capacity of a corporation sole under the name and
style of "The Secretary for Mines", has constructed and now owns, operates
and maintains a pipeline for the conveyance of natural gas from the Surat
Basin and Denison Trough to Gladstone and Rockhampton. The State Gas
Pipeline Unit, a business unit of the Department of Minerals and Energy, is
responsible for the operation of the pipeline on the Minister's behalf.
2 STATEMENT OF ACCOUNTING POLICIES
The accounts of the State Gas Pipeline Unit have been prepared in
accordance with the provisions of the Financial Administration and Audit
Act 1977 (the Act) and the Public Finance Standards issued pursuant to the
Act, Statements of Accounting Concepts and applicable Accounting Standards.
The accounts have been prepared on the basis of historical cost except for
linepack gas and Pipeline which are shown at valuation.
The following is a summary of the significant accounting policies adopted
and consistently applied by the Unit in the preparation of accounts.
Income Tax
------------
The Unit is a business unit of the Department of Minerals and Energy, a
Queensland State Government department, and as such is not liable for
income tax. Accordingly, no provision has been made.
Property, Plant and Equipment
-------------------------------
Property, plant and equipment has been included at cost or at other
revalued amounts substituted for historical cost where indicated.
Depreciation
--------------
All non-current assets, excluding freehold land but including buildings,
have been depreciated over their useful lives commencing from the time the
asset was held ready for use. The useful lives of the Wallumbilla to
Gladstone section of the pipeline and the Gladstone to Rockhampton section
of the pipeline have been determined to be 30 and 29 years respectively and
to have a nil value at the end of that time. The pipeline has been
depreciated using the diminishing value method with a variable depreciation
factor to reflect the remaining years of useful life. All other non-
current assets have been depreciated using the traditional diminishing
value method.
Leased Assets
---------------
Operating lease payments have been charged as expenses in the periods in
which they were incurred. There are no finance leases.
Employee Entitlements
-----------------------
Provision has been made in respect of the Unit's liability for wages,
annual leave and long service leave at balance date. Long service leave is
accrued in respect of all employees with more than 5 years' service.
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
STATE GAS PIPELINE UNIT
Notes to and forming part of the accounts for the year ended 30 June 1995
---------------------------------------------------------------------------
Contributions are made by the Unit to an employee superannuation fund and
are charged as expenses when incurred. There is no other legal obligation
to provide superannuation benefits to employees on retirement.
In accordance with AAS30, adjustments to implement this standard have been
made to opening accumulated losses.
Valuation of Property, Plant and Equipment
-------------------------------------------
It is the policy of the State Gas Pipeline Unit to revalue property, plant
and equipment of the State Gas Pipeline except for Linepack Gas, Land,
Motor Vehicles and Office Furniture and Equipment by the application of an
appropriate index published by the Australian Bureau of Statistics. This
is provided that the carrying amount of the revalued assets is confirmed by
the application of the discounted cashflow approach and recoverable amount
test prescribed in Australian Accounting Standard AAS10 or at five year
intervals by an independent, full and detailed valuation. Due to the
pending sale of the pipeline (refer to Note 16 - Post Balance Date Events),
the reasonable estimation of future cash flows is not possible. Therefore
no revaluations of assets have been carried out except for linepack gas.
Linepack Gas is valued at current replacement cost. Land, Motor Vehicles
and Office Furniture and Equipment are valued at historical cost.
The increase in the current replacement cost of linepack gas was $29,034
and this amount was credited to the Asset Revaluation Reserve.
Audit
-------
The State Gas Pipeline Unit is audited by the Auditor-General as a business
unit of the Department of Minerals and Energy under the provisions of the
Financial Administration and Audit Act 1977.
Segment Reporting
------------------
The State Gas Pipeline Unit operates in the State of Queensland and is
engaged in the transportation of natural gas from the Surat Basin and the
Denison Trough to customers in the vicinity of Gladstone and Rockhampton.
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
STATE GAS PIPELINE UNIT
Notes to and forming part of the accounts for the year ended 30 June 1995
---------------------------------------------------------------------------
---
<TABLE>
<CAPTION>
<S> <C>
$'000
3 OTHER REVENUE
Included in Other Revenue are:
Profit on sale of non-current assets -
Interest received 64
Dividends received 5
4 OTHER EXPENSES
Included in Operating Expenses are:
Long Service Leave 29
Holiday Pay 3
Doubtful Debts 5
Operating Lease Payments 180
5 CASH
Cash 2,168
========
For the purpose of the Statement of
Cash Flows, cash includes cash on hand
and in the bank. The above figures agree
with cash at the end of the financial
year as shown in the Statement of Cash
Flows. The Unit operates through the
State Gas Pipeline Construction Fund
maintained at Queensland Treasury.
6 RECEIVABLES
CURRENT
Trade Debtors 1,843
---------
Sundry Debtors 5
Less: Provision for Doubtful Debts (5)
---------
-
---------
1,843
=========
</TABLE>
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
STATE GAS PIPELINE UNIT
Notes to and forming part of the accounts for the year ended 30 June 1995
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
$`000
7 OTHER ASSETS
CURRENT
Interest Receivable 8
Prepayments 107
----------
115
==========
8 INVESTMENTS
NON-CURRENT
Investment - Q Fleet at Cost -
==========
9 PROPERTY, PLANT AND EQUIPMENT
Freehold Land at Cost 36
----------
Pipeline at carrying amount 125,150
Plus Revaluation for the year -
----------
125,150
Less Provision for Depreciation 5,051
----------
120,099
----------
Motor Vehicles at Cost 45
Less Accumulated Depreciation 31
-----------
14
-----------
Office Furniture & Equipment at Cost 178
Less Accumulated Depreciation 70
-----------
108
-----------
Linepack Gas at carrying amount 421
Plus Revaluation for the year 29
-----------
450
-----------
Work-in-Progress at Cost 117
-----------
TOTAL PROPERTY, PLANT AND EQUIPMENT 120,824
===========
</TABLE>
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
STATE GAS PIPELINE UNIT
Notes to and forming part of the accounts for the year ended 30 June 1995
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
$`000
10 CREDITORS AND BORROWINGS
CURRENT
Queensland Treasury 4,431
Sundry Creditors 290
Interest Accrued 40
---------
4,761
=========
NON-CURRENT
Queensland Treasury 109,092
Queensland Treasury Corporation 2,000
---------
111,092
=========
11 PROVISIONS
CURRENT
Provision for Holiday Pay 40
---------
NON-CURRENT
Provision for Long Service Leave 72
Provision for Contractual Rebate -
---------
72
=========
12 RESERVES
Asset Revaluation Reserve 9,959
=========
</TABLE>
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
STATE GAS PIPELINE UNIT
Notes to and forming part of the accounts for the year ended 30 June 1995
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
$'000
13 AUDITOR'S REMUNERATION
Amounts received, or due and receivable
by the auditor of the Unit for
auditing the accounts of the Unit 6
=========
14 COMMITMENTS FOR EXPENDITURE
a)Capital Commitments
Plant and Equipment no later
than one year 125
=========
b)Lease Commitments
Total lease expenditures contracted
for at balance date but not provided for
in the accounts:
Not later than one year 55
Later than one year but not later
than 2 years 29
Later than 2 years but not later
than 5 years 63
Later than 5 years 294
---------
441
=========
Representing:
Cancelable operating leases 42
Non-cancelable operating leases 399
---------
441
=========
Commitments in relation to
non-cancelable operating leases are
payable as follows:
Not later than one year 21
Later than one year but not later
than 2 years 21
Later than 2 years but not later
than 5 years 63
Later than 5 years 294
----------
399
==========
</TABLE>
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
STATE GAS PIPELINE UNIT
Notes to and forming part of the accounts for the year ended 30 June 1995
---------------------------------------------------------------------------
---
<TABLE>
<CAPTION>
<S> <C>
$'000
15 RECONCILIATION OF NET CASH PROVIDED
BY OPERATING ACTIVITIES
TO OPERATING PROFIT/ (LOSS)
Operating Profit 3,081
Depreciation of property, plant
and equipment 5,071
Government Grant (180)
(Profit)/Loss on sale of
plant and equipment -
Capitalized assets expensed 67
Doubtful Debts 5
(Increase)/Decrease in debtors (55)
Increase/(Decrease) in interest payable 16
Increase/(Decrease) in provisions (289)
(Increase)/Decrease in prepaid expenses (26)
Increase in Interest Receivable (6)
Increase/(Decrease) in trade
creditors and accrued expenses 31
Net cash provided by operating --------
activities 7,715
========
</TABLE>
16 POST BALANCE DATE EVENTS
The Government has agreed in principle that the State Gas Pipeline will be
sold through a public bid process. The sale is expected to be finalized during
the 1995/96 financial year.
Following the sale, and in the event of the termination of their employment,
employees of the State Gas Pipeline Unit are expected to be paid a severance
allowance based on the number of years they have been employed.
17 CONTINGENT LIABILITIES
Repairs and modifications to a total cost of $264,000 were carried out on
pipeline valves during the year. All valves of a similar design may need to be
modified at a further estimated cost of $2,697,000. Claims of $2,961,000 have
been made against relevant suppliers.
Calliope Shire Council has advised of the possibility of constructing a dam
which could flood a section of the pipeline. If the dam proceeds, the pipeline
would need to be either realigned or weighted down. The pipeline owner may be
liable for all costs.
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
CERTIFICATE OF THE
STATE GAS PIPELINE UNIT
We have prepared the foregoing annual financial statements pursuant to the
provisions of the Financial Administration and Audit Act 1977 and other
prescribed requirements and certify that:
a) the foregoing financial statements and notes to and forming part thereof
are in agreement with the accounts and records of the State Gas Pipeline
Unit; and
b) In our opinion:
(i) the prescribed requirements in respect of the establishment and
keeping of accounts have been complied with in all material respects;
and
(ii) the foregoing annual financial statements have been drawn up so as to
present a true and fair view, in accordance with the prescribed
accounting standards, of the transactions of the State Gas Pipeline
Unit for the period 1 July 1994 to 30 June 1995 and of the financial
position as at the close of that year.
/s/ Tony McGrady /s/ Ross Williams
- --------------------------------- --------------------------------
Tony McGrady Ross Williams
Minister for Minerals and Energy Director-General
as The Secretary for Mines Department of Minerals and Energy
/s/ RJ Brock
- -----------------------------
RJ Brock
Manager
State Gas Pipeline Unit 14 Sept. 1995
<PAGE>
All dollars are Australian with Australian Accounting Standards Applied
AUDIT CERTIFICATE
Scope
- ----------
I have audited the financial statements of the State Gas Pipeline Unit for the
year ended 30 June 1995 comprising the Profit and Loss Statement, Balance Sheet,
Statement of Cash Flows, Notes To and Forming Part of the Accounts and
certificates given by The Secretary for Mines, the Accountable Officer and
person responsible for financial administration as required by the Financial
Administration and Audit Act 1977.
The Accountable Officer is responsible for the preparation and the form of
presentation of the financial statements and the information they contain. I
have audited the financial statements in order to express an opinion on them.
The audit has been conducted in accordance with QAO Auditing Standards to
provide reasonable assurance as to whether the financial statements are free of
material misstatement. Audit procedures adopted have included the examination,
on a test basis, of evidence supporting the amounts and other disclosures in the
financial statements and the evaluation of accounting policies and significant
accounting estimates. These procedures have been undertaken to form an opinion
as to whether, in all material respects, the financial statements are presented
fairly in accordance with prescribed accounting standards and other prescribed
requirements so as to present a view which is consistent with my understanding
of the entity's financial position and the results of its operations.
The audit opinion expressed in this certificate has been formed on the above
basis.
Audit Opinion
- ----------------
In accordance with the provisions of the Financial Administration and Audit Act
1977, I certify that I have received all the information and explanations I have
required in respect of the financial statements of the State Gas Pipeline Unit
and, in my opinion -
- -- the prescribed requirements in respect of the establishment and keeping of
accounts have been complied with in all material respects; and
- -- the statements have been drawn up so as to present a true and fair view in
accordance with prescribed accounting standards and other prescribed
requirements of the transactions of the State Gas Pipeline Unit for the
financial year ended 30 June 1995 and of the financial position as at the end
of that year.
/s/ L Scanlan
- ---------------------------
L Scanlan
Executive Director - Audit
<PAGE>
STATE GAS PIPELINE UNIT
CONDENSED BALANCE SHEET
March 31, 1996
Australian Dollars in Thousands
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
SGP at March 31, 1996
Assets --------------------
- ------
Property, Plant & Equipment A$118,070
Current Assets 2,666
-----------
Total Assets A$120,736
===========
Liabilities
- ------------
Creditors and Borrowings A$105,311
Current Liabilities 2,929
-----------
Total Liabilities A$108,240
-----------
Net Assets A$ 12,496
===========
-----------
Equity A$ 12,496
===========
The accompanying Note to State Gas Pipeline Financial Statements is
an integral part of this statement.
<PAGE>
STATE GAS PIPELINE UNIT
CONDENSED PROFIT AND LOSS STATEMENT
For the Nine Months Ended March 31, 1996
Australian Dollars in Thousands
(Unaudited)
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SGP 9 Months Ended
March 31, 1996
--------------------
Total Operating Revenues A$17,153
Operating Expenses
Operations and Maintenance 3,495
Interest Expense 7,224
Depreciation 3,814
-------
Total Operating Expenses 14,533
-------
Operating Profit A$2,620
=========
The accompanying Note to State Gas Pipeline Financial Statements is an
integral part of this statement
</TABLE>
<PAGE>
STATE GAS PIPELINE UNIT
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 1996
Australian Dollars in Thousands
(Unaudited)
-----------------------------------
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income A$2,620
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,814
Changes in operating assets and liabilities:
Accounts receivable and other assets (68)
Accounts payable and other liabilities (1,870)
--------
Net cash provided by operating activities 4,496
--------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Construction expenditures (171)
--------
Net cash used in investing activities (171)
--------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Principal payments on long-term debt (5,853)
--------
Net cash used in financing activities (5,853)
--------
NET CHANGE IN CASH AND CASH EQUIVALENTS (1,528)
CASH AND CASH EQUIVALENTS AT JUNE 30, 1995 2,168
--------
CASH AND CASH EQUIVALENTS AT MARCH 31, 1996 A$640
========
The accompanying Note to State Gas Pipeline Financial Statements is an
integral part of this statement.
</TABLE>
<PAGE>
STATE GAS PIPELINE UNIT
NOTE TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The condensed financial statements of State Gas Pipeline Unit as of and for
the nine months ended March 31, 1996 are unaudited and presented in accordance
with Australian accounting procedures. In addition, such statements are
denominated in Australian dollars. The acquisition, related adjustments,
including acquisition financing, have not been reflected in the attached
statements. No adjustments have been made to reflect these statements in
accordance with U.S. Generally Accepted Accounting Principles (GAAP).
<PAGE>
PACIFIC GAS TRANSMISSION COMPANY (PGT)
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
For the Twelve Months Ended December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Pro
PGT SGP Adj Forma
------------ ----- -------- -----
(In Thousands of U.S. Dollars)
Total Operating Revenues $269,218 $16,608 $0 $285,826
Operating Expenses
Gas Supply Restructuring Costs 43,553 0 0 43,553
Operations and Maintenance 58,282 2,777 0 61,059
Other Taxes 12,374 0 0 12,374
Income Taxes (Note f) 30,085 0 404 30,489
Depreciation and Amortization 33,046 3,775 (3,775) 37,527
(Note e) 4,481
--------------------------------------------
Total Operating Expenses 177,340 6,552 1,110 185,002
--------------------------------------------
Operating Income 91,878 10,056 (1,110) 100,824
Other Income and
(Income Deductions) 6,070 0 0 6,070
Interest Expense
(Note d) 46,341 7,074 (7,074) 54,680
6,539
1,800
--------------------------------------------
Net Income $51,607 $2,982 ($2,375) $52,214
===============================================
The accompanying Notes to Pro Forma Condensed Consolidated Financial Statements
are an integral part of these statements.
</TABLE>
<PAGE>
PACIFIC GAS TRANSMISSION COMPANY (PGT)
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of March 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(In thousands of US
Dollars)
PGT SGP Adj Pro Forma
ASSETS
- ---------
Utility Plant - net $1,053,656 $0 $0 $1,053,656
Other Property & Investments
(Note a) 0 92,425 42,011 134,436
Current Assets(Notes b&c) 77,035 2,087 (6,328) 72,794
Other Assets 58,426 0 0 58,426
------------------------------------------------------
Total Assets $1,189,117 $94,512 $35,683 $1,319,312
======================================================
CAPITALIZATION AND LIABILITIES
- -------------------------------
Common Stock Equity $419,791 $9,782 ($9,782) $429,791
(Note c) 10,000
Long-term Debt (Note b) 560,027 82,437 (82,437) 680,222
90,195
30,000
Current Liabilities 77,725 2,293 (2,293) 77,725
Deferred Income Taxes 121,772 0 121,772
Other Deferred Credits 9,802 0 9,802
----------------------------------------------------=-
Total Capitalization
and Liabilities $1,189,117 $94,512 $35,683 $1,319,312
====================================================
The accompanying Notes to Pro Forma Condensed Consolidated Financial Statements
are an
integral part of these statements.
<PAGE>
PACIFIC GAS TRANSMISSION COMPANY
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
For the Three Months Ended March 31, 1996
(Unaudited)
(In Thousands of U.S. Dollars)
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PGT SGP Adj. Pro Forma
------- --------- -------- ----------
Operating Revenues $69,422 $4,297 $ 0 $73,719
Operating Expenses
Gas Supply Restructuring Costs 12,105 0 0 12,105
Operations and Maintenance 13,824 1,130 0 14,954
Other Taxes 3,006 0 0 3,006
Income Taxes (Note f) 8,465 0 (15) 8,450
Depreciation and Amortization 9,116 898 (898) 10,236
(Note e) 1,120
---------------------------------------------
Total Operating Expenses 46,516 2,028 207 48,751
---------------------------------------------
Operating Income 22,906 2,269 (207) 24,968
Other Income and (Income
Deductions) 566 0 0 566
Interest Expense (Note d) 11,221 1,856 (1,856) 13,306
1,635
450
--------------------------------------------
Net Income $12,251 $413 ($436) $12,228
==============================================
The accompanying Notes to Pro Forma Condensed Consolidated Financial Statements
are an integral part of these statements.
<\TABLE >
<PAGE>
PACIFIC GAS TRANSMISSION COMPANY
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited pro forma condensed consolidated balance sheet
reflects the financial position of Pacific Gas Transmission Company (the
"Company") after giving effect to the acquisition of Queensland State Gas
Pipeline (the "Pipeline") on July 1, 1996 and the related financings as if it
were consummated at March 31, 1996. The unaudited pro forma condensed
consolidated income statements reflect the acquisition of Pipeline as if it had
occurred as of the beginning of the periods presented.
The unaudited pro forma condensed consolidated financial information has
been prepared by the Company based upon assumptions deemed proper by the Company
and a preliminary allocation of the purchase price paid. For purposes of these
pro forma condensed financial statements, the allocation of the purchase price
has been made based upon valuations and other studies which have not been
finalized, including tangible and intangible asset appraisals and regulatory
environment analysis. Accordingly, the allocation of the purchase price is
preliminary. The unaudited pro forma condensed consolidated financial
information presented herein is shown for illustrative purposes only and is not
necessarily indicative of the future financial position or future results of
operations of the Company, or of the financial position or results of operations
of the Company that would have actually occurred had the transaction been in
effect as of the date or for the periods presented. In addition, it should be
noted that the Company's financial statements will reflect the acquisition only
from July 1, 1996, the closing date for the acquisition.
The unaudited pro forma condensed consolidated financial information should
be read in conjunction with the historical financial statements and related
notes of the Company.
Pacific Gas Transmission Company - Represents the condensed consolidated
balance sheet of the Company as of March 31, 1996 and condensed consolidated
income statements of the Company for (a) the twelve months ended December 31,
1995 and (b) for the three months ended March 31, 1996, condensed from the
related statements as they appear in the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996 and the Company's 1995 Annual Report on
Form 10-K.
State Gas Pipeline Unit - Represents the condensed balance sheet as of
March 31, 1996 and condensed income statements for Pipeline for (a) the twelve
months ended December 31, 1995 and (b) for the three months ended March 31, 1996
as reflected on Pipeline's statements of profit and loss converted to US Dollar
equivalents.
<PAGE>
PACIFIC GAS TRANSMISSION COMPANY
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
(UNAUDITED)
NOTE 2. PRO FORMA ADJUSTMENTS
Balance Sheet
(a) Other property and investments were increased to reflect account
balances at fair market value.
(b) Additional long-term debt issued to fund the acquisition of
Pipeline was included and the retirement of Pipeline's short-term and
long-term debt was reflected. In order to fund its equity
contribution, Pacific Gas Transmission Company (PGT) reduced its
repayment of commercial paper by $30 million.
(c) The registrant's parent, Pacific Gas and Electric Company, made
an additional equity infusion of $10 million in PGT.
Income Statement
(d) Interest expense related to Pipeline's pre-acquisition activities
was removed and interest expense related to the acquisition debt was
included.
(e) Additional depreciation related to an increase in property, plant
and equipment to reflect balances at fair value was included. Amounts
were adjusted to eliminate accelerated rates used by SGP in its
historical financial presentation.
(f) Income tax expense for Pipeline was recorded based upon an
estimated effective tax rate of 40%, adjusting all pro forma entries
shown.
(g) No material adjustments to conform to U.S. generally accepted
accounting principles were required.
<PAGE>
Item 7. (c) Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As the appointed auditor of the State Gas Pipeline, I hereby consent to the
incorporation by reference in this Form 8-K of the report delegated under my
authority and dated September 22, 1995. I have not audited and certified any
other financial statements subsequent to those for the year ended June 30 1995.
Date: 10 Aug 1996 /s/ BM Rollason
------------------------------
Brisbane, Queensland BM Rollason
AUSTRALIA Auditor General of Queensland
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