UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1995 --------------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------------- ------------------- Commission file number 1-7727 ----------------------------------------------------- CONNECTICUT NATURAL GAS CORPORATION ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Connecticut 06-0383860 ---------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Columbus Boulevard, Hartford, Connecticut 06103 ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (203) 727-3000 ---------------------------------------------------------------------------- (Registrant's telephone number, including area code) ---------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report). 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 (applicable only to Corporate Issuers). Number of shares of common stock outstanding as of the close of business on January 23, 1996: 9,931,279. FINANCIAL STATEMENTS CONNECTICUT NATURAL GAS CORPORATION The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although the Company believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. In the opinion of the Company, all adjustments necessary to present fairly the consolidated financial position of the Connecticut Natural Gas Corporation as of December 31, 1995 and 1994 and the results of its operations and its cash flows for the three months and twelve months ended December 31, 1995 and 1994 have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. "UNAUDITED" CONNECTICUT NATURAL GAS CORPORATION CONSOLIDATED BALANCE SHEETS (Thousands of Dollars) Dec. 31, Sept. 30, Dec. 31, ASSETS 1995 1995 1994 ------ --------- --------- --------- Plant and Equipment: Regulated energy $ 391,297 $ 387,906 $ 369,485 Nonregulated energy 64,021 63,937 62,767 Construction work in progress 3,645 3,564 2,379 --------- --------- --------- 458,963 455,407 434,631 Less-Allowance for depreciation 137,106 133,314 122,934 --------- --------- --------- 321,857 322,093 311,697 --------- --------- --------- Investments, at equity 5,859 5,743 5,304 --------- --------- --------- Current Assets: Cash and cash equivalents 874 3,042 1,145 Accounts and notes receivable 42,503 31,504 36,967 Allowance for doubtful accounts (4,844) (4,590) (3,573) Accrued utility revenue 21,663 5,093 17,138 Inventories 11,333 14,511 17,833 Prepaid expenses 2,170 6,095 2,637 --------- --------- --------- 73,699 55,655 72,147 --------- --------- --------- Deferred Charges and Other Assets: Unrecovered future taxes 49,210 51,634 46,759 Recoverable transition costs 4,210 4,636 6,281 Other assets 20,845 25,278 27,221 --------- --------- --------- 74,265 81,548 80,261 --------- --------- --------- $ 475,680 $ 465,039 $ 469,409 ========= ========= ========= "UNAUDITED" CONNECTICUT NATURAL GAS CORPORATION CONSOLIDATED BALANCE SHEETS (Concluded) (Thousands of Dollars) Dec. 31, Sept. 30, Dec. 31, CAPITALIZATION AND LIABILITIES 1995 1995 1994 ------------------------------ --------- --------- --------- Capitalization: Common Stock $ 31,045 $ 31,045 $ 31,045 Capital in excess of par value 74,018 74,018 73,906 Retained Earnings 50,006 45,522 45,658 --------- --------- --------- 155,069 150,585 150,609 Unearned compensation - Restricted stock awards (358) (371) (130) Treasury stock (103) (103) (103) --------- --------- --------- Common stock equity 154,608 150,111 150,376 Preferred stock, not subject to mandatory redemption 902 904 909 Long-term debt 149,525 150,390 153,604 --------- --------- --------- 305,035 301,405 304,889 --------- --------- --------- Notes Payable Under Revolving Credit Agreements - - 2,000 --------- --------- --------- Current Liabilities: Current portion of long-term debt 3,922 3,921 3,884 Notes payable and commercial paper 14,100 4,200 16,000 Accounts payable and accrued expenses 41,945 46,341 40,818 Refundable purchased gas costs 5,449 2,300 - Accrued liabilities 6,938 6,539 5,712 --------- --------- --------- 72,354 63,301 66,414 --------- --------- --------- Deferred Credits: Deferred income taxes 38,482 37,985 37,492 Unfunded deferred income taxes 49,210 51,634 46,759 Investment tax credits 3,368 3,423 3,589 Refundable taxes 3,202 3,365 3,275 Accrued transition costs - - 1,281 Other 4,029 3,926 3,710 --------- --------- --------- 98,291 100,333 96,106 --------- --------- --------- $ 475,680 $ 465,039 $ 469,409 ========= ========= ========= "UNAUDITED" CONNECTICUT NATURAL GAS CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Thousands of dollars except for per share data) Three Months Ended December 31, ----------------------------- 1995 1994 ---------- ---------- Operating Revenues $ 90,462 $ 76,531 Less: Cost of Energy 49,072 41,883 State Gross Receipts Tax 3,790 3,225 ---------- ---------- Operating Margin 37,600 31,423 ---------- ---------- Other Operating Expenses: Operations & maintenance expenses 13,498 11,863 Depreciation 4,383 4,214 Income taxes 6,430 4,180 Other taxes 1,922 1,789 ---------- ---------- 26,233 22,046 ---------- ---------- Operating Income 11,367 9,377 ---------- ---------- Other Income (Deductions): Allowance for equity funds used during construction 46 30 Equity in partnership earnings 402 375 Other income (deductions) (219) (153) Income Taxes (42) (118) ---------- ---------- 187 134 ---------- ---------- Interest and Debt Expense 3,380 3,427 ---------- ---------- Net Income 8,174 6,084 Less-Dividends on Preferred Stock 16 15 ---------- ---------- Net Income Applicable to Common Stock $ 8,158 $ 6,069 ========== ========== Income Per Average Share of Common Stock $ 0.82 $ 0.61 ========== ========== Dividends Per Share of Common Stock $ 0.37 $ 0.37 ========== ========== Average Common Shares Outstanding During the Period 9,931,279 9,914,226 ========== ========== CONNECTICUT NATURAL GAS CORPORATION "UNAUDITED" CONSOLIDATED STATEMENTS OF INCOME (Thousands of dollars except for per share data) Twelve Months Ended December 31, ----------------------------- 1995 1994 ---------- ---------- Operating Revenues $ 289,116 $ 287,053 Less: Cost of Energy 154,953 153,459 State Gross Receipts Tax 11,861 12,067 ---------- ---------- Operating Margin 122,302 121,527 ---------- ---------- Operating Expenses: Operations & maintenance expenses 54,863 54,551 Depreciation 17,146 16,358 Income taxes 11,680 12,824 Other taxes 7,464 7,425 ---------- ---------- 91,153 91,158 ---------- ---------- Operating Income 31,149 30,369 ---------- ---------- Other Income (Deductions): Allowance for equity funds used during construction 121 38 Equity in partnership earnings 1,059 1,017 Other deductions (938) (773) Nonrecurring items 3,624 - Income Taxes (1,763) (286) ---------- ---------- 2,103 (4) ---------- ---------- Interest and Debt Expense 14,143 13,258 ---------- ---------- Net Income 19,109 17,107 Less-Dividends on Preferred Stock 63 64 ---------- ---------- Net Income Applicable to Common Stock $ 19,046 $ 17,043 ========== ========== Income Per Average Share of Common Stock $ 1.92 $ 1.77 ========== ========== Dividends Per Share of Common Stock $ 1.48 $ 1.48 ========== ========== Average Common Shares Outstanding During the Period 9,931,279 9,633,636 ========== ========== "UNAUDITED" CONNECTICUT NATURAL GAS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands of Dollars) Three Months Ended December 31, ---------------------- 1995 1994 ---- ---- Cash Flows from Operations $ (7,612) $ 1,119 -------- -------- Cash Flows from Investing Activities: Capital expenditures (4,004) (4,156) Other investing activities 4,105 (732) -------- -------- Net cash used in investing activities 101 (4,888) -------- -------- Cash Flows from Financing Activities: Dividends paid (3,691) (3,690) Issuance of common stock - 8,474 Other stock activity, net (2) - Principal retired on long-term debt (864) (496) Short-term debt 9,900 (500) -------- -------- Net cash provided by financing activities 5,343 3,788 -------- -------- Increase/(Decrease) in Cash and Cash Equivalents (2,168) 19 Cash and Cash Equivalents at Beginning of Period 3,042 1,126 -------- -------- Cash and Cash Equivalents at End of Period $ 874 $ 1,145 ======== ======== "UNAUDITED" CONNECTICUT NATURAL GAS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded) (Thousands of Dollars) Three Months Ended December 31, ---------------------- 1995 1994 ---- ---- Schedule Reconciling Earnings to Cash Flows from Operations: Income $ 8,174 $ 6,084 -------- -------- Adjustments to reconcile income to net cash: Depreciation and amortization 4,501 4,352 Deferred income taxes, net 279 521 Equity in partnership earnings (402) (375) Cash distributions received from investments 240 168 Change in assets and liabilities: Accounts receivable (10,618) (9,018) Accrued utility revenue (16,570) (13,424) Inventories 3,178 493 Purchased gas costs 3,149 3,769 Prepaid expenses 3,925 7,470 Accounts payable and accrued expenses (3,571) 845 Other assets/liabilities 103 234 -------- -------- Total adjustments (15,786) (4,965) -------- -------- Cash flows from operations $ (7,612) $ 1,119 ======== ======== Supplemental Disclosures of Cash Flow Information: Cash Paid During the Period for: Interest (net of amount capitalized) $ 4,070 $ 4,075 ======== ======== Income taxes $ 4,607 $ 928 ======== ======== "UNAUDITED" CONNECTICUT NATURAL GAS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands of Dollars) Twelve Months Ended December 31, ---------------------- 1995 1994 ---- ---- Cash Flows from Operations $ 45,531 $ 41,358 -------- -------- Cash Flows from Investing Activities: Capital expenditures (26,687) (28,009) Other investing activities 3,595 971 -------- -------- Net cash used in investing activities (23,092) (27,038) -------- -------- Cash Flows from Financing Activities: Dividends paid (14,762) (14,328) Issuance of common stock - 8,464 Other stock activity, net (7) (51) Issuance of long-term debt - 20,000 Principal retired on long-term debt (4,041) (4,037) Short-term debt (3,900) (23,891) -------- -------- Net cash used by financing activities (22,710) (13,843) -------- -------- Increase/(Decrease) in Cash and Cash Equivalents (271) 477 Cash and Cash Equivalents at Beginning of Period 1,145 668 -------- -------- Cash and Cash Equivalents at End of Period $ 874 $ 1,145 ======== ======== "UNAUDITED" CONNECTICUT NATURAL GAS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded) (Thousands of Dollars) Twelve Months Ended December 31, ---------------------- 1995 1994 ---- ---- Schedule Reconciling Earnings to Cash Flows from Operations: Income $ 19,109 $ 17,107 -------- -------- Adjustments to reconcile income to net cash: Depreciation and amortization 17,365 17,192 Deferred income taxes, net 655 5,291 Equity in partnership earnings (1,059) (1,017) Cash distributions received from investments 240 408 Change in assets and liabilities: Accounts receivable (2,285) 1,423 Accrued utility revenue (4,525) (310) Inventories 6,500 936 Purchased gas costs 5,359 (1,403) Prepaid expenses 467 (742) Accounts payable and accrued expenses 3,345 4,593 Other assets/liabilities 360 (2,120) -------- -------- Total adjustments 26,422 24,251 -------- -------- Cash flows from operations $ 45,531 $ 41,358 ======== ======== Supplemental Disclosures of Cash Flow Information: Cash Paid During the Period for: Interest (net of amount capitalized) $ 11,325 $ 10,541 ======== ======== Income taxes $ 12,647 $ 5,699 ======== ======== "UNAUDITED" CONNECTICUT NATURAL GAS CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 1995 (Thousands of Dollars) (1) Rate Matters In October, 1995 the Connecticut Department of Public Utility Control (DPUC) issued a decision which allowed the Company to increase its rates by $8,900 or 3.64%. The DPUC conducted this proceeding in two phases. New, interim rates, based on a review of the Company's revenue requirements became effective October 13, 1995. In January, 1996 the DPUC issued a decision on Phase II, approving final natural gas rates related to this rate increase. These final rates are effective February 9, 1996. As part of this Phase II decision, the DPUC also approved the Company's Firm Transportation rates for Commercial and Industrial customers, effective April 1, 1996. (2) Reclassifications Certain prior year amounts have been reclassified to conform with current year classifications. "UNAUDITED" CONNECTICUT NATURAL GAS CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS DECEMBER 31, 1995 (Thousands of Dollars Except Per Share Amounts) RESULTS OF OPERATIONS Higher earnings were recorded at the end of the first quarter of fiscal, 1996, for both the three months and twelve months ended comparable periods. First quarter, 1996 earnings per share were $.82, compared to $.61 recorded for the first quarter of fiscal, 1995. Twelve months ended December 31 earnings were $1.92 in fiscal 1996 and $1.77 in 1995. Earnings recorded for the twelve months ended December 31, 1995 include two nonrecurring items: a gain of $.24 per share from a negotiated settlement for the termination of a steam supply contract; and a charge of $(.05) per share in connection with legal matters related to the Company's 2.4% interest in the Iroquois Gas Transmission System partnership (Iroquois). Without the effect of these two items, earnings per share for this period would be $1.73. The major factors impacting earnings from operations in fiscal, 1996 are a significantly colder winter and the increase in natural gas rates granted to the Company by the Connecticut Department of Public Utility Control (DPUC), effective in October, 1995. Operating Margin Gas operating margin is equal to gas revenues less the cost of gas and Connecticut gross revenues tax and was higher in both the first quarter and twelve months ended December 31, 1995 as compared to 1994. The following table presents the changes in revenues, gas operating margin and gas throughput for all periods presented in the statements of income: Three Months Twelve Months Ended Ended December 31, December 31, 1995 1994 1995 1994 -------- -------- -------- -------- Gas Revenues $ 90,462 $ 76,531 $289,116 $287,053 ======== ======== ======== ======== Gas Operating Margin $ 37,600 $ 31,423 $122,302 $121,527 ======== ======== ======== ======== Gas Throughput (mmcf) Firm Sales 7,316 6,388 22,289 23,257 Interruptible Sales 2,501 2,526 8,529 8,423 Off-System Sales 3,678 2,730 17,213 9,272 Transportation Services 1,054 1,954 6,795 7,307 ------ ------ ------ ------ Total System Throughput 14,549 13,598 54,826 48,259 ====== ====== ====== ====== Fiscal, 1996 operating margin between the comparable quarters is higher primarily because of higher volumes sold to the Company's gas customers, in response to the 20% colder winter weather experienced in this quarter in the Company's service area. This effect was amplified by the higher natural gas rates implemented by the Company in October, 1995, as approved by the DPUC. The increase in operating margin between the twelve months ended December, 1995 and December, 1994 is less because the impact of one quarter of colder weather and higher rates only partially offset the effects of the warmer winter weather experienced in fiscal, 1995 and included in the twelve months ended December, 1995 results. Operations and Maintenance Expenses In October, 1995 the Company began to recognize expenses for the DPUC allowed amortization of expenses that had been previously deferred pending the outcome of the October, 1995 rate decision. Because of these additional amortizations and a few specific items, such as higher pension costs, higher expenses were recorded in the quarter in the categories of insurance costs, employee benefits, conservation program costs, regulatory commission expenses and rate proceedings and outside purchased services. Collectively, theses generated an overall increase in operations and maintenance expenses when comparing the three months ended December, 1995 to 1994. Operations and maintenance expenses are nearly the same for both the twelve months ended December,1995 and 1994, reflecting the offset of increases and decreases in various costs. Higher expenses were recorded for insurance, conservation programs, regulatory commission and rate proceedings costs and outside purchased services. Lower expenses were recorded related to employee benefits and pensions, uncollectibles and labor. Total expenses also benefited from a higher contribution from customer service activities. Other Income (Deductions) Other income (deductions) recorded in the three months ended December, 1995, includes less income from merchandise sales and the costs of terminating the Company's Gas Roots, regulated propane service, program, as directed by the DPUC late in fiscal, 1995. Nonrecurring items recorded in the twelve months ended December, 1995, include a one-time pretax benefit of $4,124 from the negotiated settlement of a contract termination agreement with the nonregulated operations' principal steam supplier and a charge of $500 for the Company's share of expenses in connection with legal matters related to its 2.4% ownership interest in Iroquois. Other income (deductions) reflect less income from the merchandise sales program and the costs of terminating the Company's Gas Roots program, offset by reduced promotional expenses. Interest and Debt Expense Interest expense between the comparable quarter ended periods is relatively unchanged. In fiscal, 1996, lower short-term borrowing rates offset the impact of greater short-term borrowings made to pay for higher volumes of gas needed to supply customers during the colder winter weather. Higher fiscal, 1996 interest expense for the twelve months ended period is attributed to interest related to pipeline refunds and deferred gas costs. Earnings from Nonregulated Operations Nonregulated operations contributed earnings of $.05 and $.48 per share, respectively, for the quarter and twelve months ended December 31, 1995, compared to $.06 and $.36 per share for the same periods ended December 31, 1994. Twelve months ended December, 1995 earnings include $.24 per share from the settlement related to the termination agreement negotiated with a supplier of steam in the fourth quarter of fiscal, 1995. Lower nonregulated fiscal, 1996 earnings from operations reflect higher fixed costs of produced steam, attributed to labor and equipment maintenance expenses, and a net loss related to startup costs for the nonregulated operations new subsidiary, ENServe Corporation. The benefit of higher sales, generated because of the colder winter weather, partially offset these negative impacts to nonregulated earnings. MATERIAL CHANGES IN FINANCIAL CONDITION In the first quarter of fiscal,1996, available cash on hand and short-term borrowings supported the Company's needs for cash for operations. Outgoing cash flows from operations primarily reflect high customer accounts receivable resulting from increased gas purchases to support higher sales during a colder fiscal, 1996 winter heating season, and higher gas rates, effective October, 1995. Historically, cash flows from operations are lower in the first quarter of the fiscal year when high winter heating season out- going cash requirements for natural gas must be satisfied in advance of cash payments from customer receivables. This lag between when gas is consumed and when payment for it is received creates the need to provide cash for operations from other sources. Greater volumes sold and higher rates increase this effect because of the need for payment of additional gas supplies experienced concurrently with higher outstanding customer receivables. Cash flows from investing activities in the quarter ending December 31, 1995 reflect the receipt of the balance of the settlement amount due from the termination of the steam supply contract with the nonregulated operations' principal steam supplier. Cash flows from operations and net cash flows provided by financing activities together met the Company's needs for construction funds during the first quarter of fiscal 1995. In contrast, the warmer weather in fiscal 1995 reduced purchased gas requirements, easing this seasonal need for cash. Cash flows from operations during the quarter ended December, 1994 also benefited from the receipt of refunds from gas pipelines. These were retained by the Company to offset FERC 636 transition costs, as allowed by the DPUC. During the twelve months ended December, 1995 and 1994, cash flows from operations satisfied the Company's needs for construction funds and net financing activities. Rate Matters In October, 1995 the Connecticut Department of Public Utility Control (DPUC) issued a decision which allowed the Company to increase its rates by $8,900 or 3.64%. The DPUC conducted this proceeding in two phases. New, interim rates, based on a review of the Company's revenue requirements became effective October 13, 1995. In January, 1996 the DPUC issued a decision on Phase II, approving final natural gas rates related to this rate increase and based on the Company's cost of service study. These final rates are effective February 9, 1996. As part of this Phase II decision, the DPUC also approved the Company's Firm Transportation (FTS) rates for Commercial and Industrial customers, effective April 1, 1996. Similar FTS rates have also been approved for Connecticut's other local natural gas distribution companies (LDC). These rates allow commercial and industrial customers to purchase their gas from independent brokers and to pay their LDC only for the transportation of that gas through its gas lines. In addition, each LDC offers a similar package of ancillary services from which an FTS customer can choose to ensure that its business will have an adequate supply of gas in the event that its broker does not meet its commitment or if the customer's gas use requirements exceed its contractual purchase. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K ----------------------------------------- (a) Exhibits 27 Financial Data Schedule 99 (i) Exhibit Index (b) A report on Form 8-K, dated November 28, 1995, was filed on November 28, 1995 to file with the Commission, under Item 5. Other Information, the contents of a press release issued by the Company on November 28, 1995 to announce earnings data for the fiscal year ended September 30, 1995 and to file unaudited financial statements for the fiscal year ended September 30, 1995. SIGNATURE 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. CONNECTICUT NATURAL GAS CORPORATION Date 01/29/96 By: S/ Andrew H. Johnson -------------------- ----------------------------------- (Andrew H. Johnson) Treasurer and Chief Accounting Officer (On behalf of the registrant and as Chief Accounting Officer)