PUBLIC SERVICE CO OF NORTH CAROLINA INC
10-Q, 2000-08-11
NATURAL GAS DISTRIBUTION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       For the Quarter Ended June 30, 2000

                                       OR

              ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to

Commission      Registrant, State of Incorporation,           I.R.S. Employer
File Number     Address  and  Telephone Number                Identification No.

1-11429         Public Service Company of North Carolina,         56-2128483
                  Incorporated
                (A South Carolina Corporation)
                400 Cox Road, P. O. Box 1398
                Gastonia,  North Carolina 28053-1398
                (704) 864-6731

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Number of shares of Common Stock, no par value, outstanding at
   July 31, 2000 ....................................................1,0001

1Held beneficially and of record by SCANA Corporation.

The registrant meets the conditions set forth in General  Instructions  H(1) (a)
and (b) of Form  10-Q and  therefore  is  filing  this  form  with  the  reduced
disclosure format allowed under General Instruction H(2).

<PAGE>




                                TABLE OF CONTENTS






PART I.  FINANCIAL INFORMATION                                             Page

Item 1.  Financial Statements

   Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999     3

     Consolidated Statements of Income and Retained Earnings
       for the Periods Ended June 30, 2000 and 1999                          4

     Consolidated Statements of Cash Flows for the Periods
       Ended June 30, 2000 and 1999                                          5

     Notes to Consolidated Financial Statements                              6

Item 2.   Management's Narrative Analysis of Results of Operations          11


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                 13

Item 6.   Exhibits and Reports on Form 8-K                                  13

Signatures                                                                  14

Exhibit Index                                                               15







<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                    As of June 30, 2000 and December 31, 1999
                                   (Unaudited)

-------------------------------------------------------------------------------
                                                June 30       December 31
                                                 2000            1999
-------------------------------------------------------------------------------
                                                      (Millions of Dollars)
Assets
Gas utility plant                                $ 779           $768
  Less - Accumulated depreciation                  257            245
  Acquisition adjustment, net of
     accumulated amortization (Note 3)             461              -
-------------------------------------------------------------------------------
Gas utility plant, net                             983            523
-------------------------------------------------------------------------------

Nonutility property and investments,
  net of accumulated depreciation                   34             31
-------------------------------------------------------------------------------

Current assets:
  Cash and temporary investments                    10              9
  Restricted cash and temporary investments          -              3
  Receivables (including unbilled revenues),
     less allowance for doubtful accounts           41             59
  Inventories (at average cost):
      Stored gas inventory                          27             29
      Materials and supplies                         6              7
  Deferred gas costs, net  (Note 2)                  6             27
  Other                                              2              1
---------------------------------------------------- ---------------------
Total current assets                                92            135
---------------------------------------------------- ---------------------

Deferred charges and other assets:
    Pension asset                                    9              -
    Other                                           14              9
----------------------------------------------------- ---------------------
Total deferred charges and other assets             23              9
----------------------------------------------------- ---------------------
    Total                                       $1,132           $698
===================================================== =====================

Capitalization and Liabilities
Capitalization:
    Common equity (Note 3)                       $ 714           $232
    Long-term debt                                 151            151
----------------------------------------------------- ---------------------
Total capitalization                               865            383
----------------------------------------------------- ---------------------

Current liabilities:
    Short-term borrowings                          100            138
    Current portion of long-term debt                7              7
    Accounts payable                                39             50
    Accrued taxes                                    7              5
    Customer prepayments and deposits                4              7
    Dividends declared and interest accrued          7              8
    Other                                            1              2
----------------------------------------------------- ---------------------
Total current liabilities                          165            217
---------------------------------------------------- ---------------------

Deferred credits and other liabilities:
    Deferred income taxes, net                      76             75
    Deferred investment tax credits                  3              3
    Accrued pension cost                             -              3
    Other                                           23             17
----------------------------------------------------- ---------------------
Total deferred credits and other liabilities       102             98
---------------------------------------------------- ---------------------
    Total                                       $1,132            $698
===================================================== =====================



See Notes to Consolidated Financial Statements.


<PAGE>




             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
             CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                  For the Periods Ended June 30, 2000 and 1999
                                   (Unaudited)

   -----------------------------------------------------------------------------
                                           Three Months Ended   Six Months Ended
                                                June 30,            June 30,
                                            2000      1999     2000     1999
   -------------------------------------------------- ---------- ---------------
                                                     (Millions of Dollars)

   Operating revenues                         $80      $54     $250     $188
   Cost of gas                                 52       22      156       85
   ----------------------------------------------------------------------------
   Gross margin                                28       32       94      103
   -----------------------------------------------------------------------------

   Operating expenses and taxes:
      Operation and maintenance                19       16       35      34
      Provision for depreciation               10        6       21      12
      Other taxes                               1        3        3      10
   -----------------------------------------------------------------------------
   Total operating expenses                    30       25       59      56
   -----------------------------------------------------------------------------

   Operating income                            (2)       7       35       47

   Other income                                 1        1        2        2

   Interest charges                             5        4       10        9
   -----------------------------------------------------------------------------

   Income before income taxes                  (6)       4       27      40

   Income taxes                                (1)       2       13      16
   -----------------------------------------------------------------------------

   Income before cumulative effect
     of accounting change                      (5)       2       14      24

   Cumulative effect of accounting change,
      net of taxes (Note 2)                      -       -        7      -
   -----------------------------------------------------------------------------

   Net income/(loss)                           (5)       2        21      24
   Retained earnings at beginning of period    20       86        73      69
   Common stock cash dividends declared
     and other                                 (5)      (6)      (84)    (11)
   -----------------------------------------------------------------------------
   =============================================================================
   Retained earnings at end of period         $10      $82     $  10   $  82
   =============================================================================

    See Notes to Consolidated Financial Statements.




<PAGE>





             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  For the Periods Ended June 30, 2000 and 1999
                                   (Unaudited)



  ------------------------------------------------------------------------------
                                                             Six Months Ended
                                                                  June 30
                                                            2000           1999
   -----------------------------------------------------------------------------
                                                           (Millions of Dollars)

   Cash Flows From Operating Activities:                      $21           $24
      Net income
      Adjustments to reconcile net income to net
        cash  provided  from  operating
          activities:
             Cumulative effect of accounting change            (7)            -
             Depreciation, amortization and other              23            14
             Deferred income taxes, net                         1             1
      Change in operating assets and liabilities:
          Decrease in receivables, net                         24            17
          Decrease in inventories                               3             5
          Increase in pension asset                            (9)            -
          Decrease in accounts payable                        (11)          (11)
          Decrease in accrued pension cost                     (3)            -
          Decrease in deferred gas cost                        21            12
          Other, net                                            6            10
   ----------------------------------------------------------------------------
   Net Cash Provided from Operating Activities                 69            72
   -----------------------------------------------------------------------------

   Cash Flows From Investing Activities:
      Construction expenditures                               (15)          (21)
      Non-utility and other                                    (3)          (10)
   ----------------------------------------------------------------------------
   Net Cash Used for Investing Activities                     (18)          (31)
   ----------------------------------------------------------------------------

   Cash Flows From Financing Activities:
      Issuance of common stock                                 -              4
      Decrease in short-term borrowings, net                  (38)          (25)
      Retirement of long-term debt and common stock            (1)          (11)
      Cash dividends                                          (11)          (10)
   -----------------------------------------------------------------------------
   Net Cash Used for Financing Activities                     (50)          (42)
   -----------------------------------------------------------------------------

   Net increase (decrease) in cash and temporary investments    1            (1)
   Cash and temporary investments at January 1                  9             4
   -----------------------------------------------------------------------------
   -------------------------------------------------------- --------------------

   Cash and temporary investments at June 30                  $10          $  3
   =========================================================== =================

   Supplemental cash flow information:

   Cash paid during the period for:
      Interest (net of capitalized interest of $0.4
       for 2000 and $0.3 for 1999)                            $11          $  9
      Income taxes                                             16             3


   In  connection  with the  acquisition  of  Public  Service  Company  of North
   Carolina,  Inc.  by SCANA  Corporation,  $21  million  in  common  stock  was
   cancelled.  The  application  of  push-down  accounting  for the  acquisition
   resulted in a $467 million acquisition adjustment.


   See Notes to Consolidated Financial Statements.

<PAGE>



             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 June 30, 2000
                                  (Unaudited)


         The  following  notes should be read in  conjunction  with the Notes to
Consolidated  Financial  Statements appearing in Public Service Company of North
Carolina,  Inc.'s  (PSNC)  Annual  Report on Form 10-K for the fiscal year ended
September  30,  1999.  These are interim  financial  statements,  and due to the
seasonality  of  PSNC's  business,  the  amounts  reported  in the  Consolidated
Statements of Income are not necessarily  indicative of amounts expected for the
year. In the opinion of management,  the information  furnished  herein reflects
all adjustments  necessary for a fair statement of the results of operations for
the interim periods reported.

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

A.       Basis of Accounting

         PSNC  accounts  for  its  regulated  utility  operations,   assets  and
         liabilities in accordance with the provisions of Statement of Financial
         Accounting Standards No. 71 (SFAS 71). The accounting standard requires
         cost-based  rate-regulated  utilities to  recognize in their  financial
         statements  revenues  and  expenses in  different  time periods than do
         enterprises  that  are  not  rate  regulated.  As a  result,  PSNC  has
         recorded,  as of June 30, 2000,  approximately  $18.1  million and $0.3
         million of regulatory assets and liabilities,  respectively,  including
         amounts  recorded for deferred income tax liabilities of  approximately
         $0.2 million.  The regulatory assets are recoverable  through rates. In
         the  future,  as a  result  of  deregulation  or other  changes  in the
         regulatory  environment,  PSNC  may no  longer  meet the  criteria  for
         continued application of SFAS 71 and could be required to write off its
         regulatory assets and liabilities.  Such an event could have a material
         adverse  effect on PSNC's  results of  operations  in the period that a
         write-off would be required,  but it is not expected that cash flows or
         financial position would be materially affected.

         B.   Change in Fiscal Year

         On March 27,  2000 PSNC filed a  transition  report on Form 10-Q/A with
         the Securities and Exchange Commission(SEC) to change its fiscal year
         end to December 31 from September 30 effective January 1, 2000.

C.       Recently Issued Accounting Bulletin

         In December 1999 the SEC issued Staff  Accounting Bulletin No. 101,
        "Revenue  Recognition in Financial  Statements." In June 2000 the SEC
         amended the Bulletin to delay the implementation date until no later
         than the fourth fiscal quarter of fiscal years beginning after
         December 15, 1999.  The Bulletin,  which will be  implemented  by PSNC
         by the fourth quarter of 2000,  provides  the SEC staff's views in
         applying  generally  accepted accounting principles to selected revenue
         recognition issues. PSNC does not expect the adoption of this  Bulletin
         to have a material  impact on PSNC's results of operations, cash flows
         or financial position.

         D. Reclassifications

         Certain  amounts from prior periods have been  reclassified  to conform
with the 2000 presentation.


<PAGE>



2.        CUMULATIVE EFFECT OF ACCOUNTING CHANGE

         Effective  January 1, 2000 PSNC  changed its method of  accounting  for
         operating  revenues from cycle billing to full accrual.  The cumulative
         effect of this  change  was  approximately  $6.6  million,  net of tax.
         Accruing  unbilled revenues more closely matches revenues and expenses.
         Unbilled  revenues  represent the estimated  amount  customers  will be
         charged for service  received,  but that has not yet been billed, as of
         the  end of the  accounting  period.  Previously  these  revenues  were
         recognized as operating revenues as customers were billed. In addition,
         at December 31, 1999, the gas costs  associated with unbilled  revenues
         were  deferred.  Beginning  January 1, 2000  these  costs are no longer
         deferred.

         If this method had been applied retroactively,  net income/(loss) would
         have been ($2.4) million and $24.4 million for the three and six months
         ended June 30, 1999,  respectively,  compared to $1.7 million and $23.8
         million, respectively, as previously reported.

3.            ACQUISITION BY SCANA CORPORATION

         On  February  10,  2000 the  acquisition  of PSNC by SCANA  Corporation
         (SCANA) was  consummated in a business  combination  accounted for as a
         purchase.  As a result, PSNC became a wholly owned subsidiary of SCANA.
         Pursuant to the Agreement and Plan of Merger,  PSNC  shareholders  were
         paid  approximately $212 million in cash and 17 million shares of SCANA
         common stock.

         PSNC  has  recorded  a  utility   plant   acquisition   adjustment   of
         approximately  $467  million,  which  reflects  the  excess of  SCANA's
         purchase  price  over the fair value of PSNC's net assets at January 1,
         2000.  The  adjustment  is  being   amortized  over  35  years  on  the
         straight-line  basis.  Common  equity  at June 30,  2000  includes  the
         acquisition adjustment.

         PSNC agreed to pay approximately $5 million to ten key executives under
         severance agreements related to the acquisition.  Severance benefits of
         approximately $2.7 million have been paid to seven key executives whose
         positions were eliminated. In addition,  approximately $3.1 million was
         paid  to  former   directors  of  PSNC  in  connection   with  deferred
         compensation and retirement plans, and  approximately  $8.1 million was
         paid to participants in PSNC's nonqualified stock option plans.

4.       ACQUISITION OF SONAT PUBLIC SERVICE COMPANY

         Effective   December  31,  1999  PSNC  Production   Corporation   (PSNC
         Production), a wholly owned subsidiary of PSNC, purchased the remaining
         50%  membership  interest  in  Sonat  Public  Service  Company,  L.L.C.
         (Sonat).  As a result,  Sonat became a wholly owned  subsidiary of PSNC
         Production. PSNC Production paid $5.3 million to acquire this interest.
         Sonat was  subsequently  renamed SCANA Public Service  Company,  L.L.C.
         (SCANA Public Service).

5.       RATE MATTERS

          On December 30, 1999 PSNC filed an application with the North Carolina
         Utilities  Commission  (NCUC) to extend natural gas service to Madison,
         Jackson  and  Swain  Counties.  Pursuant  to state  statutes,  the NCUC
         required PSNC to forfeit its exclusive franchises to serve six counties
         in western  North  Carolina  effective  January 31, 2000 because  these
         counties were not receiving any natural gas service.  Madison,  Jackson
         and Swain Counties were included in the forfeiture  order.  On June 29,
         2000  the  NCUC  approved  PSNC's  requests  for  reinstatement  of its
         exclusive  franchises  for  Madison,  Jackson  and Swain  Counties  and
         disbursement of up to $28.4 million from PSNC's expansion fund for this
         project.  PSNC  estimates  that  the  cost  of  this  project  will  be
         approximately $31.4 million.



<PAGE>


          On  December  7,  1999  the NCUC  issuedan  order  approving  the
          acquisition  of PSNC by SCANA.  As specified  in the NCUC order,  PSNC
          will  reduce  its rates by  approximately  $2 million  ($1  million in
          August 2000 and another $1 million in August 2001) and has agreed to a
          five-year moratorium on general rate cases. General rate relief can be
          obtained   during  this  period  to  recover  costs   associated  with
          materially adverse  governmental  actions and force majeure events. On
          December  30, 1999 the Carolina  Utility  Customer  Association,  Inc.
          (CUCA)  filed an appeal of this  order.  On June 15, 2000 CUCA filed a
          motion  with the North  Carolina  Court of  Appeals  to  withdraw  its
          appeal.

         On  February  22,  1999 the NCUC  approved  PSNC's  application  to use
         expansion  funds to extend natural gas service into  Alexander  County,
         and  authorized  disbursements  from  the  fund of  approximately  $4.3
         million based upon budgeted  construction  costs of approximately  $6.2
         million.  Most of  Alexander  County  lies within  PSNC's  certificated
         service territory and did not previously have natural gas service.  The
         project was completed and customers began receiving natural gas service
         in March 2000.

         On October  30, 1998 the NCUC  issued an order in PSNC's  general  rate
         case  filed in April  1998.  The  order,  effective  November  1, 1998,
         granted PSNC  additional  annual revenue of $12.4 million and allowed a
         9.82 percent  overall rate of return on PSNC's net utility  investment.
         It  also  approved  the  continuation  of  the  Weather   Normalization
         Adjustment and Rider D mechanisms and full margin transportation rates.
         On February 4, 2000 in response to an appeal by CUCA, the Supreme Court
         of North Carolina affirmed the NCUC order.


<PAGE>



                 On November 6, 1997 the NCUC issued an order  permitting  PSNC,
         on a trial basis,  to  establish  its  commodity  cost of gas for large
         commercial and  industrial  customers on the basis of market prices for
         natural  gas.  This  procedure  allows PSNC to manage its  deferred gas
         costs better by ensuring  that the amount paid for natural gas to serve
         these customers  approximates  the amount  collected from them.  PSNC's
         request for  permanent  approval of this  mechanism  was approved by an
         NCUC order issued April 6, 2000.

6.           CONTINGENCIES

         With respect to commitments at June 30, 2000, reference is made to Note
         12 to  Consolidated  Financial  Statements  appearing in PSNC's  Annual
         Report on Form 10-K for the  fiscal  year  ended  September  30,  1999.
         Contingencies at June 30, 2000 are as follows:

         PSNC  owns,  or has  owned,  all or  portions  of seven  sites in North
         Carolina  on  which   manufactured  gas  plants  (MGPs)  were  formerly
         operated.  Intrusive  investigation  (including drilling,  sampling and
         analysis) has begun at only one site and the remaining  sites have been
         evaluated  using  historical  records and  observations of current site
         conditions . These  evaluations  have  revealed  that MGP residuals are
         present  or  suspected  at several  of the  sites.  The North  Carolina
         Department of Environment and Natural Resources has recommended that no
         further  action be taken with  respect to one site.  In March and April
         1994, an environmental  consulting firm retained by PSNC estimated that
         the  aggregate  cost of  investigating  and  monitoring  the  extent of
         environmental  degradation and of implementing remedial procedures with
         respect to the  remaining  sites may range  from $3.7  million to $50.1
         million  over a 30-year  period.  Subsequently,  an  environmental  due
         diligence  review of PSNC conducted in February 1999 estimated that the
         cost to remediate the sites would range between$11.3  million and $21.9
         million.  During the second  quarter of 2000,  the review was finalized
         and the estimated  liability was recorded.  PSNC is unable to determine
         the rate at which  costs may be  incurred  over this time  period.  The
         estimated  cost range has not been  discounted  to present  value.  The
         range  includes the cost of  investigating  and monitoring the sites at
         the low end of the range and investigating,  monitoring and extensively
         remediating the sites at the high end of the range.  PSNC's  associated
         actual  costs for these sites will depend on a number of factors,  such
         as actual site conditions, third-party claims and recoveries from other
         potentially  responsible parties (PRPs). An order of the NCUC dated May
         11, 1993 authorized  deferral  accounting for all costs associated with
         the  investigation and remediation of MGP sites. At June 30, 2000, PSNC
         has  recorded a  liability  and  associated  regulatory  asset of $10.2
         million,  which  reflects the minimum amount of the range net of shared
         cost recovery from other PRPs.


<PAGE>



       The NCUC concluded that it is proper and in the public  interest to allow
         recovery of prudently incurred clean-up costs from current customers as
         reasonable  operating  expenses  even though the MGP sites are not used
         and useful in providing gas service to current customers.  However, the
         NCUC will not allow  recovery  of carrying  costs on deferred  amounts.
         Amounts  incurred  to date  are not  material.  Management  intends  to
         request  recovery of additional  MGP clean-up  costs not recovered from
         other PRPs in future rate case  filings,  and  believes  that all costs
         deemed by the NCUC to be prudently  incurred will be recoverable in gas
         rates.

7.       SEGMENT OF BUSINESS INFORMATION

         PSNC's  reportable  segments  are listed in the  following  table.  Gas
         Distribution  uses  operating  income to measure  profitability,  while
         Energy  Marketing,  which is comprised  solely of SCANA Public  Service
         (formerly Sonat), uses net income to measure  profitability.  Affiliate
         revenue is derived from transactions between reportable segments. Prior
         to December 31, 1999 Sonat was an equity  investment  and not a segment
         of business (see Note 4).

                        Disclosure of Reportable Segments
                              (Millions of Dollars)

--------------------------------------------------------------------------------
Three months ended        Gas        Energy     All   Adjustments/ Consolidated
June 30, 2000         Distribution  Marketing   Other  Eliminations    Total
--------------------------------------------------------------------------------

External Revenue          $ 55          $25        -         -        $ 80
Intersegment Revenue         -            -        -         -           -
Operating Income/(Loss)     (2)         n/a       n/a        -          (2)
Net Income/(Loss)          n/a            -      $ 1      $ (6)         (5)
Segment Assets           1,117           20       59       (64)      1,132

--------------------------------------------------------------------------------
Three months ended        Gas        Energy     All   Adjustments/ Consolidated
June 30, 1999         Distribution  Marketing  Other  Eliminations    Total
--------------------------------------------------------------------------------

External Revenue          $54          n/a       $ 1    $ (1)        $ 54
Intersegment Revenue        -          n/a        20     (20)           -
Operating Income            7          n/a       n/a       -            7
Net Income                n/a          n/a         1       1            2
Segment Assets            628          n/a        46     (32)         642


--------------------------------------------------------------------------------
Six months ended         Gas        Energy    All   Adjustments/  Consolidated
June 30, 2000        Distribution Marketing  Other Eliminations1     Total
--------------------------------------------------------------------------------

External Revenue         $221       $55          -      $ (26)       $ 250
Intersegment Revenue        -         1        $30        (31)          -
Operating Income           33       n/a        n/a          2           35
Net Income                n/a         1          3         17           21
Segment Assets          1,117        20         59        (64)       1,132



<PAGE>



--------------------------------------------------------------------------------
Six months ended        Gas        Energy    All   Adjustments/   Consolidated
June 30, 1999       Distribution Marketing  Other  Eliminations      Total
--------------------------------------------------------------------------------

External Revenue        $188      n/a        $ 4     $ (4)         $188
Intersegment Revenue       -      n/a         20      (20)            -
Operating Income          47      n/a        n/a        -            47
Net Income               n/a      n/a          1       23            24
Segment Assets           628      n/a         46      (32)          642

1 Includes cumulative effect of accounting change






<PAGE>




Item 2.  Management's Narrative Analysis of  Results of Operations.



             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
            MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS


         The  following   discussion   should  be  read  in   conjunction   with
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations appearing in Public Service Company of North Carolina,  Inc.'s (PSNC)
Annual Report on Form 10-K for the fiscal year ended September 30, 1999.

         Statements  included in this  narrative  analysis (or elsewhere in this
quarterly  report) which are not  statements of historical  fact are intended to
be, and are hereby identified as, forward-looking statements for purposes of the
safe harbor  provided by Section 27A of the  Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.  Readers are
cautioned  that such  forward-looking  statements  are not  guarantees of future
performance  and  involve a number of risks and  uncertainties,  and that actual
results could differ  materially  from those  indicated by such  forward-looking
statements.  Important  factors  that  could  cause  actual  results  to  differ
materially from those indicated by such forward-looking  statements include, but
are not limited to, the following:  (1) that the information is of a preliminary
nature and may be subject to further and/or  continuing  review and  adjustment,
(2) changes in the utility regulatory environment, (3) changes in the economy in
PSNC's  service  territory,  (4) the impact of  competition  from  other  energy
suppliers, (5) the management of PSNC's operations,  (6) variations in prices of
natural gas, (7) growth opportunities, (8) the results of financing efforts, (9)
changes in PSNC's accounting  policies,  (10) weather conditions in areas served
by PSNC, (11) inflation,  (12) exposure to environmental issues and liabilities,
(13)  changes  in  environmental  regulation,  and  (14)  the  other  risks  and
uncertainties  described from time to time in PSNC's periodic reports filed with
the Securities and Exchange Commission.  PSNC disclaims any obligation to update
any forward-looking statements.

Capital Expansion Program

         PSNC's capital  expansion  program,  through the construction of lines,
services, systems, and facilities, and the purchase of equipment, is designed to
help  PSNC  meet the  growing  demand  for its  product.  PSNC's  calendar  2000
construction   budget  is   approximately   $38  million,   compared  to  actual
construction  expenditures for calendar 1999 of $44.5 million.  The construction
program is  reviewed  regularly  by  management  and is  dependent  upon  PSNC's
continuing  ability to generate adequate funds internally and to sell new issues
of debt on acceptable  terms.  Construction  expenditures  during the six months
ended June 30,  2000 were $15  million  compared  to $20.9  million for the same
period last year.

Earnings and Dividends

         Net  income  for the six  months  ended  June 30,  2000 and 1999 was as
follows:

    -------------------------------------------------------------------------

                                        Six Months Ended June 30,
    (Millions of Dollars)             2000                     1999
    ---------------------------------------------------- --------------------
    Net income derived from:
       Operations                     $14.2                   $23.8
       Change in accounting             6.6                     -
    ==================================================== ====================
           Total net income           $20.8                   $23.8
    ==================================================== ====================

         Net income from operations decreased  approximately $9.6 million.  This
was primarily due to increased  depreciation and amortization expense due to the
amortization  of the utility  plant  acquisition  adjustment  (see Note 3 to the
Consolidated  Financial  Statements) and additional  plant.  The decrease in net
income was partially  offset by the change in accounting  for unbilled  revenues
(see Note 2 to the Consolidated Financial Statements).

         Due to the seasonal nature of PSNC's business, the quarters ending June
30 and  September  30 are  generally  PSNC's  least  profitable  quarters due to
decreased demand for natural gas related to lower space heating requirements.

         PSNC's  Board of  Directors  authorized  payment of dividends on common
stock held by SCANA, as follows:

Declaration Date     Dividend Amount     Quarter Ended        Payment Date

February 22, 2000        $6 million      March 31, 2000       April 1, 2000
April 27, 2000           $5 million      June 30, 2000        July 1, 2000

Gas Distribution

         The  decrease in gross  margin for the six months  ended June 30, 2000,
when compared to the corresponding period in 1999, is as follows:

-------------------------------------------------------------------------
(Dollars in Millions)              Six Months Ended June 30,
-------------------------------------------------------------------------
                           2000      1999        Change       % Change
                           ----      ----        ------       --------
Gas operating revenue     $195.3    $188.4        $ 6.9           3.7%
Less:  Cost of gas         103.5       85.6          17.9        20.9%
============================================================
Gross margin              $ 91.8    $102.8        $(11.0)       (10.7%)
========================================================================

         The  decrease  in gross  margin for the six months  ended June 30, 2000
includes  a  change  in  accounting  for  unbilled  revenue  (see  Note 2 to the
Consolidated  Financial  Statements)  and the  elimination of franchise taxes in
August 1999 (see Other Operating Expenses of Management's  Narrative Analysis of
Results of  Operations),  which was  partially  offset by five percent  customer
growth .

Energy Marketing

         The energy marketing sales margin (including  affiliated  transactions)
for the six months ended June 30, 2000 is as follows:

       ---------------------------------------------------------------------
       (Millions of Dollars)           Six Months Ended June 30,
       ---------------------------------------------------------------------
       Net income derived from:
         Gas revenue                             $56.2
         Less:  Cost of gas                        54.1
       ---------------------------------------------------------------------
         Margin                                   $ 2.1
       =====================================================================

         Energy  Marketing  consists of SCANA Public  Service  Company,  L.L.C.,
which became a wholly owned subsidiary of PSNC effective  December 31, 1999 (see
Note 4 to the Consolidated Financial Statements).

Other Operating Expenses

         Operating  and  maintenance  expenses for the six months ended June 30,
2000 increased  approximately  $0.7 million compared to the same period in 1999,
which is not significant.

         Depreciation  and amortization  expense  increased  approximately  $8.4
million for the six months ended June 30, 2000 as compared to the same period in
1999  due  primarily  to the  amortization  of  the  utility  plant  acquisition
adjustment (see Note 3 to the Consolidated Financial Statements).


<PAGE>



         The  decrease in other taxes for the six months  ended June 30, 2000 as
compared to the same period in 1999 resulted  primarily from the  elimination of
franchise  taxes by the State of North  Carolina  effective  August 1, 1999. The
franchise  tax was replaced by an excise tax.  Franchise  taxes were included in
PSNC's  billing rates and were recorded as both  operating  revenues and general
tax expense.  The new excise tax is added to customer  bills based on the volume
of  natural  gas  consumed.  PSNC  does not  include  the  excise  tax in either
operating  revenues or general tax expense,  as this tax is a pass-through  from
the customer to the State of North Carolina.

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

        As more fully disclosed in Part I, Item 1, in Note 6 to the Consolidated
Financial Statements, in this Form 10-Q, under "Contingencies" and in Part II in
Note 7 to the  financial  statements  in the Annual  Report on Form 10-K for the
period ending  September 30, 1999,  PSNC owns, or has owned,  all or portions of
seven sites in North  Carolina on which  manufactured  gas plants were  formerly
operated and is cooperating  with the North  Carolina  Department of Environment
and Natural Resources to investigate these sites.

Item 6.  Exhibits and Reports on Form 8-K

        (a)    Part I Exhibits:

                       Exhibits  filed with this  Quarterly  Report on Form 10-Q
are listed in the following Exhibit Index.

        (b) Reports on Form 8-K:

                      The  Company  filed on April 3, 2000 a  Current  Report on
               Form 8-K dated March 27, 2000 changing its certifying accountant.

                      The Company  filed on April 14,  2000 a Current  Report on
               Form 8-K/A dated March 27, 2000 amending its April 3, 2000 filing
               to include an exhibit regarding change in certifying accountant.





<PAGE>




                                   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.


                                            PUBLIC SERVICE COMPANY
                                            OF NORTH CAROLINA, INCORPORATED
                                                        (Registrant)





August 11, 2000                               s/M.R. Cannon
                                              M.R. Cannon, Controller
                                              (Principal accounting officer)




<PAGE>


                                  EXHIBIT INDEX

         The following  documents are filed as a part of this interim  report on
Form 10-Q for the period ended June 30, 2000.  Those exhibits  previously  filed
and  incorporated  herein by reference are identified below with an asterisk and
with a reference to the previous filing.

Exhibit
Number

2.01*           Agreement  and Plan of Merger,  dated as of February 16, 1999 as
                amended  and  restated  as of May 10,  1999,  by and among PSNC,
                SCANA  Corporation,  New Sub I, Inc. and New Sub II, Inc. (Filed
                as Exhibit 2.1 to SCANA Corporation's  Registration Statement on
                Form S-4 on May 11, 1999 (File No.  333-78227) and  incorporated
                by reference herein)

3.01*           Articles of Incorporation of New Sub II, Inc., dated February
                12, 1999 (Filed as Exhibit 3-A to PSNC's Form 10-Q for the
                quarter ended March 31, 2000)

3.02*           Articles of Amendment of New Sub II, Inc. as adopted on February
                10, 2000 (Filed as Exhibit 3-B to PSNC's Form 10-Q for the
                quarter ended March 31, 2000)

3.03*           Articles of Correction of PSNC dated February 11, 2000 (Filed as
                Exhibit 3-C to PSNC's Form 10-Q for the quarter ended March 31,
                2000)

4.01*           Debenture Purchase Agreement, dated as of September 15, 1988,
                for $25 million of 10% Senior Debentures due October 1, 2003
                (Filed as Exhibit 4-B to PSNC's Form 10-K for the year ended
                September 30, 1988, File No. 0-1218)

4.02*           Debenture Purchase Agreement, dated as of December 5, 1989, for
                $43 million of 10% Senior Debentures due December 1, 2004
                (Filed as Exhibit 4-C to PSNC's Form 10-K for the year ended
                September 30, 1989, File No. 0-1218)

4.03*           Debenture Purchase Agreement, dated as of June 25, 1992, for
                $32 million of 8.75% Senior Debentures due June 30, 2012 (Filed
                as Exhibit 4-D to PSNC's Form 10-Q for the quarter ended June
                30, 1992, File No. 0-1218)

4.04*           Indenture dated as of January 1, 1996, as supplemented by a
                First Supplemental Indenture dated as of January 1, 1996,
                between PSNC and First Union National Bank of North Carolina,
                as trustee  (Filed as Exhibit 4-E-1 to PSNC's Form 10-Q for the
                quarter ended December 31, 1995, File No. 1-11429)

4.05*           Specimen  of  the  certificate   representing  the  $50  million
                aggregate  principal amount of 6.99% Senior  Debentures Due 2026
                issued by PSNC on January 16,  1996  (Filed as Exhibit  4-E-2 to
                PSNC's Form 10-Q for the quarter ended  December 31, 1995,  File
                No. 1-11429)

4.06*           Second Supplemental Indenture dated as of December 15, 1996 to
                Indenture dated as of January 1, 1996, between PSNC and First
                Union National Bank of North Carolina, as trustee (Filed as
                Exhibit 4-E-3 to PSNC's Form 10-Q for the quarter ended December
                31, 1996, File No. 1-11429)

4.07*           Specimen of the certificate representing the $50 million
                aggregate principal amount of 7.45% Senior Debentures Due 2026
                issued by PSNC on December 15, 1996  (Filed as Exhibit 4-E-4 to
                PSNC's Form 10-Q for the quarter ended December 31, 1996, File
                No. 1-11429)






<PAGE>



Exhibit
Number

10.01*                Operating Agreement of Pine Needle LNG Company, LLC dated
                      August 8, 1995  (Filed as Exhibit 10-D-5 to PSNC's on Form
                      10-Q for the quarter December 31, 1996, File No. 1-11429)

10.02*                Amendment to Operating Agreement of Pine Needle LNG
                      Company, LLC dated October 1, 1995 (Filed as Exhibit 10-D-
                      5.1 to PSNC's  Form 10-Q for the quarter ended December
                      31, 1996, File No. 1-11429)

10.03*                Amended Operating Agreement of Cardinal Extension Company,
                      LLC,  dated  December 19, 1996 (Filed as Exhibit 10-D-7 on
                      PSNC's Form 10-Q for the quarter ended  December 31, 1997,
                      File No.
                      1-11429)

10.04*                Amended Construction,  Operation and Maintenance Agreement
                      by and between  Cardinal  Operating  Company and  Cardinal
                      Extension Company,  LLC, dated December 19, 1996 (Filed as
                      Exhibit  10-D-8 on PSNC's Form 10-Q for the quarter  ended
                      December 31, 1997, File No.
                       1-11429)

10.05*                Form of Severance Agreement between PSNC and its Executive
                      Officers.  (Filed as Exhibit  10-F to PSNC's Form 10-Q for
                      the quarter ended June 1997, File No. 1-11429)

10.06                 Service Agreement between PSNC and SCANA Services, Inc.,
                      effective April 1, 2000 (Filed herewith  on page 17)

27.01                 Financial Data Schedule (Filed herewith)








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