FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 0-1160 THE PROVIDENCE GAS COMPANY (Exact name of registrant as specified in its charter) Rhode Island 05-0203650 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 100 Weybosset Street, Providence, Rhode Island 02903 (Address of principal executive offices) (Zip Code) (401) 272-5040 Registrant's telephone number, including area code (Former name,former address and former fiscal year,if changed since last report) Indicate by checkmark 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 . APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $1.00 par value; 1,243,598 shares outstanding at August 12, 1994. THE PROVIDENCE GAS COMPANY FORM 10-Q JUNE 30, 1994 PART I: FINANCIAL INFORMATION PAGE Item 1: Financial Statements Consolidated Statements of Income for the three, nine and twelve months ended June 30, 1994 and June 30, 1993 I-1 Consolidated Balance Sheets as of June 30, 1994, June 30, 1993 and September 30, 1993 I-2 Consolidated Statements of Cash Flows for the nine months ended June 30, 1994 and June 30, 1993 I-3 Consolidated Statements of Capitalization as of June 30, 1994, June 30, 1993 and September 30, 1993 I-4 Notes to Consolidated Financial Statements I-5 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations I-8 PART II: OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K II-1 Signature II-2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS THE PROVIDENCE GAS COMPANY CONSOLIDATED STATEMENTS OF INCOME FOR THE PERIODS ENDED JUNE 30 (Unaudited) THREE MONTHS NINE MONTHS TWELVE MONTHS 1994 1993 1994 1993 1994 1993 (Thousands, except per share amounts) Operating revenues $ 41,917 $ 37,642 $185,785 $173,154 $218,745 $201,384 Cost of gas sold 25,612 23,704 114,262 102,359 136,581 120,318 Operating margin 16,305 13,938 71,523 70,795 82,164 81,066 Operating expenses: Other operation 10,171 9,708 33,602 30,271 42,849 39,738 Maintenance 978 962 2,900 2,583 3,804 3,441 Depreciation and amortization 2,324 2,231 6,971 6,700 9,183 8,722 Taxes - State gross receipts 1,166 1,021 5,360 4,785 6,327 5,224 Local property and other 1,670 1,805 5,005 5,231 6,489 6,626 Federal income (556) (1,145) 4,432 5,438 2,501 3,624 Total operating expenses 15,753 14,582 58,270 55,008 71,153 67,375 Operating income (loss) 552 (644) 13,253 15,787 11,011 13,691 Nonutility income, net 118 146 559 79 576 530 Income (loss) before interest expense 670 (498) 13,812 15,866 11,587 14,221 Interest expense: Long-term debt 1,277 1,383 3,687 3,890 4,967 4,840 Other 334 335 966 1,217 1,204 1,795 Interest capitalized (26) (18) (79) (57) (101) (99) 1,585 1,700 4,574 5,050 6,070 6,536 Net income (loss) (915) (2,198) 9,238 10,816 5,517 7,685 Dividends on preferred stock (174) (174) (522) (522) (696) (696) Net income (loss) applicable to common stock $ (1,089) $ (2,372) $ 8,716 $ 10,294 $ 4,821 $ 6,989 ======== ======== ======== ======== ======== ======== Earnings (loss) per common share $ (.88) $ (1.91) $ 7.01 $ 8.28 $ 3.88 $ 5.62 ======== ======== ======== ======== ======== ======== Dividends paid per common share $ .92 $ .89 $ 2.70 $ 2.67 $ 3.59 $ 3.56 ======== ======== ======== ======== ======== ======== PAGE I-1 Weighted average common shares outstanding 1,243.6 1,243.6 1,243.6 1,243.6 1,243.6 1,243.6 ======== ======== ======== ======== ======== ======== PAGE I-1(a) THE PROVIDENCE GAS COMPANY CONSOLIDATED BALANCE SHEETS (Thousands) (Unaudited) June 30, June 30, September 30, 1994 1993 1993 ASSETS Gas plant, at original cost $223,964 $210,533 $213,218 Less - Accumulated depreciation and utility plant acquisition adjustment 77,658 69,783 71,289 146,306 140,750 141,929 Current assets: Cash and temporary cash investments 1,265 887 597 Accounts receivable and unbilled revenue, less allowance of $4,915 at 6/30/94, $4,194 at 6/30/93 and $2,354 at 9/30/93 30,598 27,217 19,727 Deferred gas costs 10,300 - 16,369 Inventories, at average cost - Liquefied natural gas, propane and under- ground storage 8,373 5,347 11,363 Materials and supplies 2,443 1,678 1,763 Deferred capacity charges - 323 - Prepaid and refundable taxes 4,198 5,351 6,169 Prepayments 583 1,360 837 57,760 42,163 56,825 Deferred charges and other assets 14,207 11,079 12,657 Total assets $218,273 $193,992 $211,411 ======== ======== ======== CAPITALIZATION AND LIABILITIES Capitalization: $138,342 $137,564 $135,024 Current liabilities: Notes payable 15,200 8,000 20,800 Current portion of long-term debt 2,080 1,861 466 Accounts payable 20,844 8,116 18,463 Accrued taxes 7,205 8,535 7,356 Accrued vacation 1,987 1,932 1,664 Customer deposits 3,485 2,850 2,895 Refundable gas costs 730 846 - Other 3,182 3,508 2,955 54,713 35,648 54,599 Deferred credits and reserves: Accumulated deferred Federal income taxes 14,577 12,934 13,423 Unamortized investment tax credits 2,865 3,023 2,984 Other 7,776 4,823 5,381 25,218 20,780 21,788 Total capitalization and liabilities $218,273 $193,992 $211,411 ======== ======== ======== Page I-2 THE PROVIDENCE GAS COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JUNE 30 (Unaudited) 1994 1993 (Thousands) Cash provided by (used for) Operations: Net income $ 9,238 $ 10,816 Items not requiring cash- Depreciation and amortization 6,953 6,816 Deferred Federal income taxes 594 (174) Amortization of investment tax credits(119) (117) Change in assets and liabilities which provided (used) cash: Accounts receivable (10,871) (9,511) Deferred gas costs 10,499 (921) Inventories 2,310 2,017 Deferred capacity charges - 1,020 Prepaid and refundable taxes 952 1,114 Prepayments 254 (181) Accounts payable (1,319) (2,089) Accrued taxes 1,832 1,353 Accrued vacation, customer deposits & other 1,140 1,327 Net cash provided by operations 21,463 11,470 Investment Activities: Expenditures for property, plant and equipment (11,241) (9,476) Deferred charges and other 272 (316) Total (10,969) (9,792) Financing Activities: Equity infusion - 16,500 Issuance of mortgage bonds 16,000 - Payments on long-term debt (347) (1,260) (Decrease) in notes payable (21,600) (12,410) Cash dividends on preferred stock (522) (522) Cash dividends on common stock (3,357) (3,320) Total (9,826) (1,012) Increase in cash & temporary cash investments 668 666 Cash and cash equivalents at beginning of year 597 221 Cash and cash equivalents at end of period $ 1,265 $ 887 ======== ======== Supplemental disclosures of cash flow information: Cash paid year-to-date for - Interest (net of amount capitalized)$ 4,089 $ 4,785 Income taxes (net of refunds) $ 2,300 $ 2,300 PAGE I-3 THE PROVIDENCE GAS COMPANY CONSOLIDATED STATEMENTS OF CAPITALIZATION (THOUSANDS) (Unaudited) June 30, June 30, September 30, 1994 1993 1993 Common stock equity: Common stock, $1 par Authorized - 2,500 shares Outstanding - 1,244 at 6/30/94, 6/30/93 and 9/30/93 $ 1,244 $ 1,244 $ 1,244 Amount paid in excess of par 36,372 36,452 36,452 Retained earnings 32,524 32,167 27,165 Total common stock equity 70,140 69,863 64,861 Cumulative preferred stock: Redeemable 8.70% Series, $100 par Authorized - 80 shares Outstanding - 80 shares at 6/30/94, 6/30/93 and 9/30/93 8,000 8,000 8,000 Long-term debt: First mortgage bonds 61,000 52,300 61,000 Senior debentures - 7,520 - Capital leases 1,282 1,742 1,629 Total long-term debt 62,282 61,562 62,629 Less: current portion 2,080 1,861 466 Long-term debt, net 60,202 59,701 62,163 Total capitalization $ 138,342 $ 137,564 $ 135,024 ========= ========= ========= PAGE I-4 THE PROVIDENCE GAS COMPANY Notes to Consolidated Financial Statements Accounting Policies It is the Registrant's opinion that the consolidated financial information contained in this report reflects all normal, recurring adjustments necessary to provide a fair statement of the results for the periods reported; however, such results are not necessarily indicative of results to be expected for the year, due to the seasonal nature of the Registrant's operations. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. However, the disclosures herein when read with the annual report for 1993 filed on Form 10-K are adequate to make the information presented not misleading. Reclassification Certain amounts included in prior year balance sheets and income statements have been reclassified for consistent presentation with the current period. Environmental Matters Federal, state, and local laws and regulations establishing standards and requirements for the protection of the environment have increased both in number and in scope within recent years. The Registrant cannot predict the future impact of such standards and requirements which are subject to change and can take effect retroactively. The Registrant continues to monitor the status of these laws and regulations. Such monitoring involves the review of past and current operations and properties. To the best of its knowledge, subject to the following paragraph, the Registrant believes it is in substantial compliance with such laws and regulations. However, should future costs be incurred, the Registrant anticipates recovery from third parties or through its rate filings. In January 1990, the Registrant received notice from the Massachusetts Department of Environmental Protection that it is one of several "potentially responsible parties" under the Massachusetts Oil and Hazardous Material Release Prevention Act of 1983 as amended. This will require the Registrant to share in the clean-up costs, if any, at a waste disposal site in Massachusetts. While no preliminary estimates of costs are currently available, the Registrant's degree of responsibility is believed to be minimal. Management anticipates requesting rate relief for all costs related to the environmental matters and believes that the ultimate resolution of these matters will not have a materially adverse effect on the Registrant's results of operations and financial condition. PAGE I-5 Gas Supply Restructuring Through Order 636 and other orders, the Federal Energy Regulatory Commission ("FERC") required pipelines to unbundle pipeline services. The Registrant has participated in the various restructuring proceedings at the FERC and has new pipeline transportation and storage contracts in place to serve all firm requirements. At the same time, a number of contracts with gas suppliers have been negotiated and additional contracts will be negotiated before November 1, 1994. The portfolio of supply contracts is designed to be market responsive and is diversified with respect to contract lengths, source location and other contract terms. The pipeline and supply contracts in place during the 1993-94 winter enabled the Registrant to successfully meet its customers needs during the unusually cold winter months. Based upon current information, the Registrant anticipates transition costs to total between $16 million and $19 million. The Registrant will recover $5.9 million by September 1994, through its Cost of Gas Adjustments Clause ("CGA"). At the appropriate time, full recovery of remaining transition costs will be pursued by the Registrant through the regulatory process. FERC has approved settlements with two of the Registrant's four pipelines, which account for the bulk of the transition costs. Under one of the settlements, a significant portion of the gas supply realignment costs have been shifted to a commodity surcharge, significantly reducing the impact on gas costs and enabling the Registrant to avoid a portion of these costs by utilizing other suppliers. Negotiations are continuing on two additional pipelines, but recent developments have considerably reduced the uncertainty previously disclosed. As a result, the Registrant has decreased the range for potential transition costs accordingly. Properties The Registrant owns certain properties that are located in Providence, Rhode Island adjacent to the Providence River. These properties, along with much of downtown Providence, appear to have been the result of the filling of lands formerly flowed by tidal waters. The extent to which the Registrant's properties consist of such land cannot be established with precision, but they most likely include its main distribution center and the land on which is situated an Algonquin Gas Transmission Co. LNG storage tank. In 1991, the Rhode Island Supreme Court issued an opinion containing statements to the effect that the State retains title to shoreland created by fill from ocean dredging. The statements appear to contradict earlier judicial authority to the effect that where the owner of land abutting the river extends the upland out from the natural shoreline to an established harbor line, all of the rights of the public in the upland, as extended, are extinguished. To date, the Registrant and three other plaintiffs have jointly filed with the State of Rhode Island, a declatory judgement seeking the Rhode Island Supreme Court to clarify the legal issues pertaining to the ownership of such filled tidal lands. Although the Rhode Island Supreme Court has not clarified its opinion and the Rhode Island Legislature has taken no meaningful action to resolve the problem, management believes no action will be taken by the state which will interfere in any material way with the Registrant's ability to conduct its normal course of operations or impact its financial condition. Legal Matters The Registrant is involved in legal and administrative proceedings in the normal course of business, including certain proceedings in which claims against it have PAGE I-6 been or may be made. In total, these proceedings may be material. However, management believes, after review of insurance coverage and consultation with legal counsel, that the ultimate resolution of the legal proceedings to which it is or can at the present time be reasonably expected to be a party, will not have a materially adverse effect on the Registrant's results of operations or financial condition. Financial Accounting Standard No. 106 The Registrant has adopted the Financial Accounting Standard Boards ("FASB") Financial Accounting Standard No. 106. Complete footnote disclosure is provided in the Registrant's December 31, 1993 Form 10-Q. Financial Accounting Standard No. 109 The Registrant has adopted the FASB's new standard on Accounting for Income Taxes (FAS 109) beginning fiscal 1994. The accompanying consolidated financial statements reflect this new accounting. The Registrant did not restate prior periods. The standard requires the use of the liability method of accounting. Under this method, the existing deferred tax accounts on the accompanying consolidated balance sheet have been adjusted to reflect the effect of currently enacted tax rates applicable to the years in which these taxes will become payable. Also, the accounts have been adjusted to reflect the cumulative timing differences for which deferred taxes had not been previously recorded. Consistent with regulatory precedent, the related adjustments to the deferred tax accounts will be recovered from or returned to ratepayers in future periods. As a result, the adoption of FAS 109 has not had an impact on current earnings and is not expected to impact future earnings. The Registrant has recorded a net regulatory asset of approximately $100,000 upon adoption of FAS 109. Restructuring Initiative In June 1994, the Registrant, following a six month study of its major processes, realigned its personnel to meet the existing and future challenges associated with an increasingly competitive energy market place. The intent of the restructuring was to significantly improve the Registrant's customer services, lower operating costs and increase operating efficiencies. Approximately 30 people were separated from the Registrant, while approximately 18 new employees will be hired throughout the upcoming year to fill newly defined positions. The employees eventually hired for these new positions will bring skill, expertise and experiences to the Registrant not previously available within its workforce. The direct cost of this realignment is estimated to be about $1 million, net of tax. A significant portion of this $1 million is severance pay and related benefits for personnel who were separated prior to June 30, 1994. The Registrant anticipates paying all amounts accrued within the next twelve months. The Registrant has discussed the reorganization with the Rhode Island Public Utilities Commission ("RIPUC") and based on prior RIPUC allowance of similar costs, the Registrant has deferred these costs in anticipation of recovery in its next rate case. Overall, the anticipated annual savings from the realignment is expected to be approximately $500,000. PAGE I-7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS As shown in the table below, the Registrant's current operating revenues and operating margin have increased over the comparable fiscal periods last year. Net income has increased for the current quarter, while decreasing for the current nine and twelve month periods versus the respective periods last year. THREE MONTHS NINE MONTHS TWELVE MONTHS 1994 1993 1993 1993 1994 1993 (000's) Operating revenues $41,917 $37,642 $185,785 $173,154 $218,745 $201,384 ================ ================== ================== Operating margin $16,305 $13,938 $ 71,523 $ 70,795 $ 82,164 $ 81,066 ================ ================== ================== Net income (loss) applicable to $(1,089) $(2,372) $ 8,716 $10,294 $ 4,821 $ 6,989 common stock ================ ================== ================== Revenues: Rate Design: The Rhode Island Public Utilities Commission (RIPUC) during fiscal 1993 approved the Registrant's request to adopt a declining block rate structure. This structure allows the Registrant to recover more fixed costs through rates immediately when a customer begins buying natural gas. Also, the structure will help balance customer bills during the year and will protect the Registrant and its customers during periods of extreme weather conditions. This results in a stabilization of earnings from year to year. For accounting and gas cost recovery purposes, the Registrant will record the embedded cost of gas using seasonal gas cost factors: $4.36 per Mcf in the heating season (October through March) and $2.77 per Mcf in the non-heating season (April through September). The ultimate effect of the seasonal gas cost accounting will be that quarterly operating margin will decrease in the heating season and increase in the non-heating season when compared to the previous method. Annual earnings, however, should not be affected by this rate design. Another significant attribute of the new rate design structure as compared to the previous method is a higher customer charge. The average monthly customer charge has been increased to recognize that a substantial portion of the Registrant's costs are relatively fixed and should be recovered from customers even when gas consumption is less than expected. The Registrant's volumetric charge has decreased in order to off-set the increased customer charge. As demonstrated in the above table, the Registrant's operating margin has increased as compared to the comparable periods last year reflecting the change in rate design. The increase in margin for the quarter, as compared to last year, was $2.0 million. This rate design change is expected to continue to increase margin in the upcoming fourth quarter as compared to the prior year. The Registrant anticipates this increase in margin to be approximately $2.5 million. Degree Days: The following table illustrates the change in degree days (weather) during the three, nine and twelve month periods this year versus last year. PAGE I-8 1994 1993 Change % Change Three months 680 603 77 12.8 Nine months 5,879 5,615 264 4.7 Twelve months 6,007 5,730 277 4.8 As a result of the colder temperatures experienced during the latest nine and twelve month periods, residential sales, which provide the Registrant with its greatest source of sales, increased 373 million cubic feet (MMcf) or 3.1 percent and 325 MMcf or 2.4 percent, respectively. Three month residential sales were flat in contrast to the above temperatures experienced. This was due to warmer temperatures experienced in a high sales month (April) and colder temperatures experienced in a low sales month (May). Customers: The net increase in the average monthly number of customers for the latest three, nine and twelve month periods was approximately 2,300, 2,200 and 2,000, respectively. The modest increases were the result of new housing construction and conversions from other energy sources offset by shut-offs for non-payments and housing vacancies due to the stagnant economy. Firm revenues were $38.9 million during the latest quarter, up $4.2 million or 12.1 percent over the comparable period last year. For the current nine and twelve month periods, firm revenues increased $10.5 million or 6.4 percent and $15.7 million or 8.4 percent, respectively. These increases were the result of higher gas costs passed on to customers through the Cost of Gas Adjustment Clause (CGA), rate design and rate increase implemented in November 1993 and additional customers. For additional information on the rate case awards, please refer to the discussion of liquidity and capital resources below. Expenses: Overall, other operation and maintenance (O&M) expenses have increased during the current periods presented. The increase for the quarter was $480,000 or 4.5 percent. Reasons for the above increase include additional uncollectible expenses due to a stagnant, but slowly improving, local economy, compliance with Financial Accounting Standard No. 106 relative to post retirement expenses offset by a decrease in labor costs as a result of fewer personnel, prior to the Registrant's realignment. O&M expenses have increased $3.6 million or 11.1 percent for the latest nine months period while increasing $3.5 million or 8 percent for the current twelve month period. The explanation for the above quarterly increase is applicable here but also include additional consultant expenses required to meet the challenges of FERC Order 636 and additional maintenance and related expenses as a result of a colder than normal heating season. A significant amount of these increased expenses were considered in the Registrant's recent rate award. The increases discussed above in the Registrant's O&M expenses are expected to be "one-time" expenses associated with compliance of FAS 106 and FERC Order 636 as well as colder than normal weather. The Registrant's "core" spending, excluding the impact of the above increases, would have experienced only a modest increase as compared to last year for all the periods presented. In addition, earnings for the upcoming fourth quarter, and future periods, are estimated to be favorably impacted by a decrease in O&M expenses as a result of the reorganization in late June and other cost improvements initiated by the Registrant. Taxes for the quarter have increased $600,000 over the comparable period last year due to higher pretax income (relative to the change in rate design) and higher gross receipts tax due to higher operating revenues. Taxes have decreased $600,000 and $150,000 for the current nine and twelve month periods, respectively. The PAGE I-9 decrease in taxes was the result of lower pretax income (relative to the change in rate design) subject to Federal income tax offset by an increase in state gross receipts tax due to higher operating revenues. Interest expenses for the latest three, nine and twelve month periods decreased $115,000 or 6.8 percent, $476,000 or 9.4 percent and $466,000 or 7.1 percent, respectively. A small increase in short-term interest rates offset by a decline in weighted average borrowings caused a decrease in short-term interest expenses for the current periods presented. Long-term interest expenses decreased during the current three and nine month periods as a result of the refinancing of higher cost debt and sinking fund payments. LIQUIDITY AND CAPITAL RESOURCES On October 14, 1993, the Registrant received approval from the Rhode Island Public Utilities Commission (RIPUC) to implement a new rate design, effective November 14, 1993, which is expected to help promote economic development and reduce the Registrant's earnings sensitivity to weather. In addition to the improved stability in earnings, the new rates are designed to increase annual operating margin by approximately $700,000. Other components of the rate award included an allowed return on equity of 11.2 percent. In November 1993, the Registrant received proceeds of $16 million related to an issuance of First Mortgage Bonds, Series Q (5.62%). The net proceeds received from the issuance were used to pay down short-term debt. Short-term debt was used earlier to call long-term debt bearing a higher interest rate. The previous issuances called were First Mortgage Bonds, Series L (8.85%) and the Series 2 Senior Debentures (8.50%). This issuance will generate annual savings to the Registrant of approximately $300,000, net of tax. In late June 1993, the Registrant's parent, Providence Energy Corporation, priced its public offering of 850,000 shares of common stock at $19 per common share. The net proceeds of $15.3 million, along with an additional $1.1 million of available cash, totalling $16.4 million, were contributed as capital to the Registrant. The Registrant used the equity for repayment of short-term debt incurred to finance the Registrant's capital expenditures. In November 1992, the Registrant issued $25 million of First Mortgage Bonds. These bonds, which consisted of $12.5 million (8.46%) designated as Series O and $12.5 million (8.09%) designated as Series P, will mature in September 2022. The Series P issuance is subject to an annual mandatory redemption provision in the amount of $625,000 beginning in fiscal year 2003. The net proceeds provided by this issuance were used to paydown short-term debt. The Registrant meets seasonal cash requirements and finances its capital expenditures program on an interim basis through short-term borrowings. For example, the accounts receivable balance has increased from $16.9 million as of September 1993 to a peak of $53.0 million as of March 1994, then declining to its present level of $30.6 million. These fluctuations are the result of higher monthly sales and a moratorium on residential shut-offs during the current winter months. Because of these increases, which cause a negative impact on cash flow, the Registrant must borrow to maintain an appropriate level of liquidity. PAGE I-10 Capital expenditures for the latest nine month period were $11.2 million as compared to $9.5 million last year. Anticipated capital expenditures for the next three years are expected to total between approximately $45 million and $55 million. These expenditures will be related mostly to construction activity and technology. PAGE I-11 PART II: OTHER INFORMATION Item 6(a) Exhibits The following exhibits are referenced as part of this report: 4.1 Fourteenth, Fifteenth and Sixteenth Supplemental Indentures of The Providence Gas Company dated as of August 1, 1988, June 1, 1990 and November 1, 1992, respectively (Incorporated by reference to Exhibit 4 to the report of the Registrant to the Securities and Exchange Commission on Form 10-Q for the quarter ended March 31, 1993). 4.2 Seventeenth Supplemental Indenture of The Providence Gas Company dated as of November 1, 1993. (Incorporated by reference to Exhibit 4.5 to the Report of the Registrant to the Securities and Exchange Commission on Form 10-K for the year ended September 30, 1993.) 10.1 Material contracts filed as Exhibit 10.A through 10.I of the Registrant (Incorporated by reference in the report of the Registrant to the Securities and Exchange Commission on Form 10- Q for the quarter ended March 31, 1993.) 10.2 Employment agreement dated August 20, 1990 between James H. Dodge, President of The Providence Gas Company, and the said Company. (Filed as Exhibit 10.2 to the report of the Registrant in Form 10-K for the year ended September 30, 1992, incorporated herein by this reference.) 10.3 Non-firm Margin Sharing Agreement. (Filed as Exhibit 10.3 to the report of the Registrant in Form 10-K for the year ended September 30, 1993, incorporated herein by this reference.) 10.4 Employment agreement date April 1, 1992 between James DeMetro, Vice President, Energy Services of The Providence Gas Company, and the said Company. (Filed as Exhibit 10.4 to the report of the Registrant in Form 10-K for the year ended September 30, 1992, incorporated herein by this reference.) 10.5 Employment agreement date August 15, 1991 between Robert W. Owens, Vice President, Treasurer and Chief Financial Officer of The Providence Gas Company. (Filed as Exhibit 10.5 to the report of the Registrant in Form 10-K for the year ended September 30, 1992 incorporated herein by this reference.) 10.6 Employment agreement dated July 1, 1991 between William D. Mullin, Vice President, Operations of The Providence Gas Company, and the said Company. (Filed as Exhibit 10.7 to the report of the Registrant in Form 10-K for the year ended September 30, 1992, incorporated herein by this reference.) Reports on Form 8-K Item 6(b) No reports on Form 8-K were filed during the quarter for which this report is filed. PAGE II-1 THE PROVIDENCE GAS COMPANY It is the opinion of management that the financial infor- mation contained in this report reflects all adjustments neces- sary to a fair statement of results for the period reported, but such results are not necessarily indicative of results to be expected for the year, due to the seasonal nature of the Company's gas operations. All accounting policies and practices have been applied in a manner consistent with prior periods. 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. The Providence Gas Company (Registrant) BY: GARY S. GILLHEENEY Vice President, Financial and Information Services, Treasurer and Assistant Secretary Date: August 12, 1994 PAGE II - 2 THE PROVIDENCE GAS COMPANY It is the opinion of management that the financial infor- mation contained in this report reflects all adjustments neces- sary to a fair statement of results for the period reported, but such results are not necessarily indicative of results to be expected for the year, due to the seasonal nature of the Company's gas operations. All accounting policies and practices have been applied in a manner consistent with prior periods. 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. The Providence Gas Company (Registrant) BY:/s/ Gary S. Gillheeney GARY S. GILLHEENEY Vice President, Financial and Information Services, Treasurer and Assistant Secretary Date: August 12, 1994 PAGE II - 2