SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1994 OR Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to COMMISSION FILE NUMBER 0-10007 COLONIAL GAS COMPANY (Exact name of registrant as specified in its charter) Massachusetts 04-1558100 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 40 Market Street, Lowell, Massachusetts 01852 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508)458-3171 Former name, former address and former fiscal year, if changed since last report: Not applicable Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares of the registrant's common stock, $3.33 par value, outstanding as of May 1, 1994 was 8,082,279. COLONIAL GAS COMPANY INDEX PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Statements of Income - Three Months Ended March 31, 1994 and 1993 Twelve Months Ended March 31, 1994 and 1993 Consolidated Condensed Balance Sheets - March 31, 1994, December 31, 1993 and March 31, 1993 Consolidated Condensed Statements of Cash Flows - Three Months Ended March 31, 1994 and 1993 Twelve Months Ended March 31, 1994 and 1993 Notes to Consolidated Condensed Financial Statements Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition PART II - OTHER INFORMATION Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K PART I - FINANCIAL INFORMATION Item 1. Financial Statements COLONIAL GAS COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1994 1993 (In Thousands Except Per Share Amounts) Operating Revenues $86,083 $78,126 Cost of gas sold 46,209 43,011 Operating Margin 39,874 35,115 Operating Expenses: Operations 9,865 8,943 Maintenance 1,594 1,330 Depreciation 2,283 1,652 Taxes, other than income 1,091 1,103 Total Operating Expenses 14,833 13,028 Income Taxes 9,284 7,822 Utility Operating Income 15,757 14,265 Other Operating Income (Expense): Truck transportation revenues 3,849 1,466 Truck transportation expenses, including income taxes and interest (3,190) (1,770) Truck transportation net income 659 (304) Other, net of income taxes (46) (29) Total Other Operating Income (Expense) 613 (333) Non-Operating Income, Net 22 35 Income Before Interest and Debt Expense 16,392 13,967 Interest and Debt Expense 1,993 1,933 Net Income $14,399 $12,034 Average Common Shares Outstanding 8,048 7,863 Income per Average Common Share $1.79 $1.53 Dividends Paid per Common Share $ .310 $ .305 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIAIRIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) Twelve Months Ended March 31, 1994 1993 (In Thousands Except Per Share Amounts) Operating Revenues $174,218 $159,096 Cost of gas sold 94,113 87,518 Operating Margin 80,105 71,578 Operating Expenses: Operations 33,668 32,517 Maintenance 5,895 5,522 Depreciation 7,462 6,092 Taxes, other than income 3,844 3,692 Total Operating Expenses 50,869 47,823 Income Taxes 8,854 6,494 Utility Operating Income 20,382 17,261 Other Operating Income (Expense): Truck transportation revenues 9,940 8,986 Truck transportation expenses, including income taxes and interest (8,583) (9,183) Truck transportation net income 1,357 (197) Other, net of income taxes (203) (124) Total Other Operating Income (Expense) 1,154 (321) Non-Operating Income, Net 1,052 946 Income Before Interest and Debt Expense 22,588 17,886 Interest and Debt Expense 8,201 7,819 Net Income $14,387 $10,067 Average Common Shares Outstanding 7,976 7,782 Income per Average Common Share $ 1.80 $ 1.29 Dividends Paid per Common Share $1.235 $1.218 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS ASSETS March 31, December 31, March 31, 1994 1993 1993 (Unaudited) (Unaudited) (In Thousands) Utility Property: At original cost $262,956 $260,570 $240,093 Accumulated depreciation (60,249) (57,857) (54,390) Net utility property 202,707 202,713 185,703 Non-Utility Property - Net 3,177 3,235 3,807 Net property 205,884 205,948 189,510 Capital Leases - Net 3,362 3,914 4,141 Current Assets: Cash and cash equivalents 8,649 5,482 5,302 Accounts receivable 32,625 16,156 31,619 Allowance for doubtful accounts (3,228) (1,682) (2,392) Accrued utility revenues 5,499 7,170 4,776 Unbilled gas costs 2,942 16,759 9,501 Fuel and other inventories 9,984 17,529 9,665 Prepayments and other current assets 6,230 6,254 6,145 Total current assets 62,701 67,668 64,616 Deferred Charges and Other Assets: Unrecovered deferred income taxes 			 12,495 12,689 12,648 Unrecovered environmental expenses - incurred 3,053 4,062 3,053 Unrecovered environmental expenses - accrued 5,300 5,300 13,800 Unrecovered transition costs - accrued 2,000 2,000 - Other 12,262 10,537 9,311 Total deferred charges and other assets 35,110 34,588 38,812 Total Assets $307,057 $312,118 $297,079 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS LIABILITIES AND CAPITALIZATION March 31, December 31, March 31, 1994 1993 1993 (Unaudited) (Unaudited) (In Thousands) Capitalization: Common equity: Common Stock - par value $3.33 per share Authorized - 15,000,000 shares Issued and outstanding - 8,078,958, 8,029,831 and 7,890,017 shares $ 26,903 $26,739 $ 26,274 Premium on Common Stock 46,724 45,799 43,000 Retained earnings 33,649 21,745 29,152 Total Common equity 107,276 94,283 98,426 Long-term debt 87,432 87,432 90,750 Total capitalization 194,708 181,715 189,176 Capital Lease Obligations 2,652 3,149 3,325 Current Liabilities: Current maturities of long-term debt 3,318 3,318 1,500 Current capital lease obligations 710 765 815 Notes payable 20,000 32,600 9,500 Gas inventory purchase obligations 7,086 15,233 7,828 Accounts payable 9,149 12,161 9,786 Other 14,936 9,336 18,718 Total current liabilities 55,199 73,413 48,147 Deferred Credits and Reserves: Deferred income taxes-funded 24,136 23,395 19,362 Deferred income taxes- unfunded 12,495 12,689 12,649 Accrued environmental expenses 5,300 5,300 13,800 Accrued transition costs 2,000 2,000 - Other 10,567 10,457 10,620 Total deferred credits and reserves 54,498 53,841 56,431 Total Capitalization and Liabilities $307,057 $312,118 $297,079 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIAIRIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1994 1993 (In Thousands) Cash Flows From Operating Activities: Net income $14,399 $12,034 Adjustments to reconcile net income to net cash 12,063 17,552 Changes in current assets and liabilities (1,268) (1,168) Net cash provided by operating activities 25,194 28,418 Cash Flows From Investing Activities: Capital expenditures (2,471) (3,552) Change in deferred accounts 2,597 (705) Net cash provided by (used in) investing activities 126 (4,257) Cash Flows From Financing Activities: Dividends paid on Common Stock (2,495) (2,398) Issuance of Common Stock 1,089 1,019 Issuance of long-term debt - - Retirement of long-term debt - - Change in notes payable (12,600)(15,000) Change in gas inventory purchase obligations (8,147) (6,913) Net cash used in financing activities (22,153)(23,292) Net increase in cash and cash equivalents 3,167 869 Cash and cash equivalents at beginning of period 5,482 4,433 Cash and cash equivalents at end of period $8,649 $5,302 Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest - net of amount capitalized $1,768 $1,704 Income and franchise taxes $ 891 $ 270 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIAIRIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Twelve Months Ended March 31, 1994 1993 (In Thousands) Cash Flows From Operating Activities: Net income $14,387 $10,067 Adjustments to reconcile net income to net cash 8,189 8,310 Changes in current assets and liabilities (1,749) 1,697 Net cash provided by operating activities 20,827 20,074 Cash Flows From Investing Activities: Capital expenditures (24,473)(27,127) Change in deferred accounts 4,272 2,186 Net cash used in investing activities (20,201)(24,941) Cash Flows From Financing Activities: Dividends paid on Common Stock (9,890) (9,484) Issuance of Common Stock 4,353 4,416 Issuance of long-term debt - 45,000 Retirement of long-term debt (1,500) (5,780) Change in notes payable 10,500 (27,100) Change in gas inventory purchase obligations (742) (331) Net cash provided by financing activities 2,721 6,721 Net increase in cash and cash equivalents 3,347 1,854 Cash and cash equivalents at beginning of period 5,302 3,448 Cash and cash equivalents at end of period $8,649 $5,302 Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest - net of amount capitalized $9,045 $8,478 Income and franchise taxes $5,560 $3,639 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 1994 and 1993 and results of operations for the three and twelve month periods ended March 31, 1994 and 1993 and cash flows for the three and twelve month periods ended March 31, 1994 and 1993. 2. Due to the significant impact of gas used for space heating during the heating season (November-April) and the Company's seasonal rate structure, the results of operations for the three month periods ending March 31, 1994 and 1993 are not necessarily indicative of the results to be expected for the full year. 3. During the three months ended March 31, 1994, the Company issued 49,127 shares of Common Stock, $3.33 par value, under a Dividend Reinvestment and Common Stock Purchase Plan and under Employee Savings Plans. As a result, Common Stock, $3.33 par value, increased $164,000 and Premium on Common Stock increased $925,000. 4. Contingencies Reference is made to Note J/Contingencies of the Notes to Consolidated Financial Statements contained within the Company's 1993 Annual Report to Stockholders. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations Three Months Ended March 31, 1994 and March 31, 1993 Net income increased 20% to $14,399,000 compared to $12,034,000 for the same period last year. This improvement resulted primarily from an 11% or $1,492,000 increase in operating income for the Company's utility operation and a $963,000 increase in net income for Transgas Inc., its energy trucking subsidiary. In the 1994 first quarter, operating margin increased $4,759,000 or 14% over the 1993 first quarter. This increase in operating margin resulted from increased firm sales volume due to continued customer growth and significantly colder 1993/1994 winter weather (the three-month period was 4% colder than the comparable period last year and 15% colder than normal), and from a 4.9% rate increase that was effective November 1, 1993. Total operating expenses (excluding income taxes) increased over the prior year's first quarter by 14% or $1,805,000, primarily as a result of higher depreciation rates approved in the Company's 1993 rate order. Income taxes increased $1,462,000 or 19% due to a higher level of income subject to tax. Other operating income (net of income taxes) increased $946,000 over the comparable 1993 period. The continuously frigid winter weather also caused unprecedented demand for liquefied natural gas (LNG) deliveries and emergency LNG vaporization services on the East Coast, creating the second busiest quarter in the history of Transgas. The subsidiary's activity level is expected to remain high during the next six months as local distribution companies refill their LNG inventories to pre-winter conditions. Twelve Months Ended March 31, 1994 and 1993 Net income climbed to $14,387,000 for the 1994 period versus $10,067,000 for the comparable 1993 period. This 43% increase resulted from a $3,121,000 or 18% increase in utility operating income and a $1,554,000 improvement in Transgas' results. Over the twelve months ended March 31, 1994, operating margin increased $8,527,000 or 12% for the comparable period ended March 31, 1993. The increase in operating margin resulted from increased firm sales volume due to continued customer growth (the Company added 4,100 new customers over the past twelve months) and significantly colder 1993/1994 winter weather (the twelve-month period was the same as the comparable period last year and 10% colder than normal) and from a 4.9% rate increase that was effective November 1, 1993. This increase in operating margin was partially offset by an increase in operating expenses (excluding income taxes). Total operating expenses (excluding income taxes) increased by 6% or $3,046,000, primarily as a result of higher depreciation rates approved in the Company's 1993 rate order. Income taxes increased $2,360,000 or 36% due to a higher level of income subject to tax. Other operating income (net of income taxes) increased $1,475,000 over the comparable 1993 period attributable to the improved results of Transgas. Interest and debt expense increased $382,000 or 5% resulting from a rise in interest on long-term debt due to a full twelve months of an additional $39,000,000 of long-term debt outstanding compared to the twelve months of the prior year. Liquidity and Capital Resources On March 25, 1994, the Company filed a request with the Massachusetts Department of Public Utilities for authority to issue and sell up to 400,000 additional shares of Common Stock, $3.33 par value, pursuant to its Dividend Reinvestment and Common Stock Purchase Plan and 75,000 additional shares of Common Stock, $3.33 par value, pursuant to its Cape Cod Division Savings Plan for Local 13507 United Steelworkers of America AFL-CIO-CLC. A ruling is expected shortly. As of December 31, 1993, the Company has settled claims relating to environmental response costs with all liability insurers and other known potentially responsible parties ("PRP"), except one. The Company received $250,000 in the second quarter of 1994 from that PRP. In accordance with a 1990 DPU order, any insurance and other proceeds are applied first to the Company's costs of pursuing recovery from insurers and other PRP, with the remainder divided equally between the ratepayers and shareholders. The Company has a $60 million credit facility that expires in June 1994. Up to $30 million of the credit facility can be used by the Company's gas inventory trust. This facility allows the Company the option to borrow under any one of four alternative rates. The Company is in the process of making new short-term credit arrangements and expects to finalize these arrangements prior to the expiration of the credit facility. PART II - OTHER INFORMATION Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K a. Exhibits 10fff Amendment, dated March 24, 1994, to Supplemental Retirement Plan Agreement between Colonial Gas Company and C. O. Swanson, originally dated March 28, 1978 and previously updated. b. Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COLONIAL GAS COMPANY (Registrant) Date: May 10, 1994 By: F.L. Putnam III President Date: May 10, 1994 By: Nickolas Stavropoulos Vice President - Finance and Chief Financial Officer [End of Colonial Gas Company Form 10-Q for the period ended March 31, 1994]