FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1997 Commission File Number 1-11441 ENERGYNORTH, INC. (Exact name of registrant as specified in its charter) New Hampshire 02-0363755 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1260 Elm Street, P.O. Box 329, Manchester, NH 03105 (Address and zip code of principal executive offices) (603)625-4000 (Registrant's telephone number, including area code) 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 [ ] EnergyNorth, Inc. had 3,243,543 shares of $1.00 par value common stock outstanding on July 24, 1997, the filing date of this Report. PART I. FINANCIAL INFORMATION Item 1. Financial Statements ENERGYNORTH, INC. Condensed Consolidated Balance Sheets Assets (Unaudited, except for September 30, 1996 data) (Thousands of dollars) June 30, September 30, 1997 1996 1996 ---------- -------- ----------- Property: Utility plant, at cost $143,743 $133,198 $136,229 Accumulated depreciation and amortization 47,690 44,137 44,683 ---------- -------- ----------- Net utility plant 96,053 89,061 91,546 Net nonutility property, at cost 7,526 7,781 7,748 ---------- -------- ----------- Net property 103,579 96,842 99,294 ---------- -------- ----------- Current assets: Cash and temporary cash investments 992 1,187 770 Accounts receivable (net of allowances of $1,378, $1,287 and $1,211 respectively) 6,706 4,670 2,068 Unbilled revenues 593 606 582 Deferred gas costs - 2,112 3,783 Inventories, at average cost: Materials and supplies 1,657 1,696 1,590 Supplemental gas supplies 5,551 4,627 9,039 Prepaid and deferred taxes 1,434 1,415 1,603 Recoverable FERC 636 transition costs 1,514 1,733 1,733 Prepaid expenses and other 477 479 1,304 ---------- -------- ----------- Total current assets 18,924 18,525 22,472 --------- -------- ----------- Deferred charges: Regulatory asset - income taxes 2,401 2,401 2,401 Recoverable environmental costs 6,268 6,500 6,840 Other deferred charges 344 334 996 ---------- -------- ----------- Total deferred charges 9,013 9,235 10,237 ---------- -------- ----------- Total Assets $131,516 $124,602 $132,003 ========== ======== =========== The accompanying notes are an integral part of these financial statements ENERGYNORTH, INC. Condensed Consolidated Balance Sheets Stockholders' Equity and Liabilities (Unaudited, except for September 30, 1996 data) (Thousands of dollars) June 30, September 30, 1997 1996 1996 --------- --------- ------------- Capitalization: Common stockholders' equity: Common stock - par value of $1 per share, 10,000,000 shares authorized; 3,243,543, 3,229,562 and 3,239,148 shares issued and outstanding, respectively $ 3,244 $ 3,230 $ 3,239 Amount in excess of par 30,428 30,149 30,342 Retained earnings 17,194 15,223 11,586 --------- --------- ------------ Total common stockholders' equity 50,866 48,602 45,167 Long-term debt 29,168 29,471 29,525 Capital lease obligations - 78 46 --------- --------- ------------ Total capitalization 80,034 78,151 74,738 --------- --------- ------------ Current liabilities: Notes payable to banks 5,500 2,000 9,535 Current portion of long-term debt 2,145 3,407 2,090 Current portion of capital lease obligations 98 256 229 Inventory purchase obligation 4,101 2,966 7,867 Accounts payable 5,990 5,729 6,189 Deferred gas costs 2,476 - - Accrued interest 1,064 1,588 838 Accrued and deferred taxes 2,877 2,645 1,642 Accrued FERC 636 transition costs 1,514 1,733 1,733 Customer deposits, environmental and other 3,148 4,574 5,062 --------- --------- ------------ Total current liabilities 28,913 24,898 35,185 --------- --------- ------------ Commitments and contingencies Deferred credits: Deferred income taxes 17,155 15,955 16,525 Unamortized investment tax credits 1,768 1,905 1,870 Regulatory liability - income taxes 1,284 1,405 1,374 Contributions in aid of construction and other 2,362 2,288 2,311 --------- --------- ------------ Total deferred credits 22,569 21,553 22,080 --------- --------- ------------ Total Stockholders' Equity and Liabilities $131,516 $124,602 $132,003 ========= ========= ============ The accompanying notes are an integral part of these financial statements ENERGYNORTH, INC. Condensed Consolidated Statements of Income For the periods ended June 30 (Unaudited) (Thousands of dollars except for per share amounts and shares outstanding) Three Months Nine Months Twelve Months 1997 1996 1997 1996 1997 1996 --------- --------- --------- --------- --------- --------- Total operating revenues $18,085 $14,901 $96,437 $80,538 $104,853 $87,986 --------- --------- --------- --------- --------- --------- Operating expenses: Cost of gas sold 12,118 9,350 56,653 40,524 61,070 44,353 Operations and maintenance 5,226 5,204 16,258 16,577 21,341 21,824 Depreciation and amortization 1,542 1,435 4,666 4,466 6,025 5,788 Taxes other than income taxes 988 999 2,946 3,030 3,862 4,067 Federal and state income taxes (936) (983) 5,038 5,013 3,660 3,206 --------- --------- --------- --------- --------- --------- Total operating expenses 18,938 16,005 85,561 69,610 95,958 79,238 --------- --------- --------- --------- --------- --------- Operating income (loss) (853) (1,104) 10,876 10,928 8,895 8,748 --------- --------- --------- --------- --------- --------- Other income 200 216 688 712 883 1,346 --------- --------- --------- --------- --------- --------- Income (loss) before interest expense (653) (888) 11,564 11,640 9,778 10,094 --------- --------- --------- --------- --------- --------- Interest expense: Interest on long-term debt 725 753 2,182 2,273 2,913 3,042 Other interest 198 52 759 638 893 961 --------- --------- --------- --------- --------- --------- Total interest expense 923 805 2,941 2,911 3,806 4,003 --------- --------- --------- --------- --------- --------- Net income (loss) $(1,576) $(1,693) $ 8,623 $ 8,729 $ 5,972 $ 6,091 ========= ========= ========= ========= ========= ========= Weighted average shares outstanding 3,243,543 3,221,670 3,242,804 3,210,740 3,239,972 3,204,605 ========= ========= ========= ========= ========= ========= Earnings (loss) per share $ (.49) $ (.53) $ 2.66 $ 2.72 $ 1.84 $ 1.90 ========= ========= ========= ========= ========= ========= Dividends declared per share $ .32 $ .305 $ .93 $ .885 $ 1.235 $ 1.165 ========= ========= ========= ========== ========= ========= The accompanying notes are an integral part of these financial statements ENERGYNORTH, INC. Condensed Consolidated Statements of Cash Flows For the nine months ended June 30 (Unaudited) (Thousands of dollars) 1997 1996 ------- ------- Cash flows from operating activities: Net income $ 8,623 $ 8,729 Noncash items: Depreciation and amortization 5,207 5,055 Deferred taxes and investment tax credits, net 438 1,405 Changes in: Accounts receivable, net (4,638) (2,499) Unbilled revenues (11) (20) Inventories 3,421 3,375 Prepaid expenses and other 827 862 Deferred gas costs 6,258 (7,757) Accounts payable (199) 961 Accrued liabilities 64 93 Accrued/prepaid taxes 1,403 1,858 Payments for environmental costs and other (759) 166 ------- ------- Net cash provided by operating activities 20,634 12,228 ------- ------- Cash flows from investing activities: Additions to property (8,943) (4,906) ------- ------- Cash flows from financing activities: Issues of common stock 90 599 Issues of long-term debt 508 335 Change in notes payable to banks (4,035) 250 Increase in inventory purchase obligation 4,239 4,328 Change in customer deposits and other (264) 87 Cash dividends on common stock (3,016) (2,841) Refunding requirements: Repayment of long-term debt (809) (780) Repayment of capital lease obligations (177) (196) Repayment of inventory purchase obligation (8,005) (8,492) ------- ------- Net cash used for financing activities (11,469) (6,710) ------- ------- Net increase in cash and temporary cash investments 222 612 Cash and temporary cash investments, beginning of period 770 575 ------- ------- Cash and temporary cash investments, end of period $ 992 $ 1,187 ======= ======= The accompanying notes are an integral part of these financial statements ENERGYNORTH, INC. Notes to Condensed Consolidated Financial Statements June 30, 1997 (Unaudited) EnergyNorth, Inc. is an exempt public utility holding company operating in southern and central New Hampshire. Its principal operating subsidiaries include EnergyNorth Natural Gas, Inc. ("ENGI"), a natural gas distribution utility, and EnergyNorth Propane, Inc. ("ENPI"), a retail propane company. Note 1. Basis of Presentation The accompanying condensed consolidated financial statements of EnergyNorth, Inc. (the "Company") include the accounts of all subsidiaries. All significant intercompany accounts and transactions have been eliminated in the accompanying financial statements. The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the U. S. Securities and Exchange Commission. Certain footnote disclosures and other information, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted from these interim financial statements, pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 1997 and 1996 and the results of operations for the three, nine and twelve months then ended and statements of cash flows for the nine months ended June 30, 1997 and 1996. All accounting policies and practices have been applied in a manner consistent with prior periods. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report to Shareholders for the year ended September 30, 1996. The business of ENGI and ENPI is influenced by seasonal weather conditions. The amount of gas sold and transported for central and space heating purposes and, to a lesser extent, water heating is directly related to the ambient air temperature. Consequently, more gas is sold and transported during the winter months than is sold and transported during the summer months. Therefore, the results of operations for the interim periods presented are not indicative of the results to be expected for all or any part of the balance of the current fiscal year. Reclassifications are made periodically to previously issued financial statements to conform to the current year's presentation. Note 2. Cash Flows Supplemental disclosures of cash flow information for the nine months ended June 30, are as follows (in thousands): 1997 1996 ------ ------ Cash paid during the period for: Interest (net of amount capitalized) $2,386 $2,052 Income taxes 2,723 881 In preparing the accompanying condensed consolidated statements of cash flows, all highly liquid investments having maturities of three months or less when acquired were considered to be cash equivalents. Note 3. Commitments and Contingencies For a discussion of commitments and contingencies, please refer to Footnote 9 in the Company's 1996 Annual Report to Shareholders. ENERGYNORTH, INC. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations June 30, 1997 Results of Operations Net loss for the three months ended June 30, 1997 was $(1,576,000), or $(.49) per share, compared to $(1,693,000), or $(.53) per share, in 1996. Net income decreased to $8,623,000, or $2.66 per share, for the nine months ended June 30, 1997, from $8,729,000, or $2.72 per share, in 1996. For the twelve months ended June 30, 1997, net income was $5,972,000, or $1.84 per share, compared to $6,091,000, or $1.90 per share, in the prior period. Temperatures for the three months ended June 30, 1997 were significantly colder than normal and colder than the prior comparable period. During the nine and twelve-month periods, temperatures were slightly warmer than normal and warmer than the prior comparable periods. The table below discloses degree day data as recorded at the U.S. weather station in Concord, New Hampshire, comparing actual degree days to the previous period and to normal. Due to the size and topographical variations of the Company's service territory, weather conditions vary. Concord, New Hampshire weather data is considered to be representative of the territory. Actual Actual Change vs. Change vs. 06-30-97 06-30-96 Normal Previous Period Normal --------- -------- ------ --------------- --------- 3 months 1,166 1,037 1,020 12.4% 14.3% 9 months 7,159 7,284 7,231 (1.7)% (1.0)% 12 months 7,434 7,564 7,511 (1.7)% (1.0)% Quarterly Comparison Primarily as a result of weather and higher gas costs, total operating revenues increased $3.2 million, or 21.4%, for the quarter ended June 30, 1997. Utility gas service revenues were $16 million compared to $13.1 million in the prior period, a 22.1% increase. Included in the increase were higher purchased gas costs of $1.7 million that were passed through the cost of gas adjustment ("CGA") for firm customers. Although changes in the CGA rates affect operating revenues, they do not affect total margin because the CGA is a tariff mechanism designed to provide dollar-for-dollar recovery of gas costs. The weather was 12.4% colder than the same quarter last year and growth in the average number of firm customers was more than 2%. Consequently, firm sendout, including transportation, increased 10.4%. Margin earned from utility natural gas operations during the three month period increased $242,000, or 5.6%. Colder temperatures and an increase in the average number of retail propane customers of over 8% from the prior period resulted in a 6.3% increase in the volume of gallons sold. Retail propane operating revenues increased $211,000 and gross margin increased 10.5% from the same period last year. While wage rates have increased, reductions in the work force and overtime requirements were the primary reasons that operations and maintenance expenses remained virtually unchanged from the prior comparable period. Depreciation and amortization expenses increased for the period as a result of capital additions and amortization of environmental remediation costs. Total interest expense increased 14.7% due to higher average outstanding short-term borrowings. Nine-Month Comparison Total operating revenue increased $15.9 million, or 19.7%, for the nine months ended June 30, 1997. Utility gas service revenues were $84.8 million compared to $70.3 million in the prior period, a 20.6% increase. Higher purchased gas costs of $15 million passed through the CGA was the primary reason for the significant increase. Despite a 2% increase in the average number of customers, warmer weather resulted in firm sendout, including firm transportation, that was essentially unchanged from the comparable period last year. Margin earned from utility natural gas operations decreased $427,000, or 1.3%. Retail propane gallons sold decreased 2.4% due to the warmer weather, despite significant customer growth of almost 9%. For the nine month period, retail propane operating revenue increased $1.4 million as sales prices rose to meet the increase in the cost of propane from suppliers. Decreases in wages and related operating expense reductions were the primary reasons for the net decrease in year-to-date operations and maintenance expense. Continued capital additions to the distribution system and amortization of environmental remediation costs account for the increase in depreciation and amortization expense. Twelve-Month Comparison Total operating revenues increased $16.9 million, or 19.2%, for the twelve months ended June 30, 1997. Utility gas service revenues were $92 million compared to $76.8 million in the prior period, a 19.9% increase. Significantly higher revenues were primarily due to $15.1 million of higher gas costs being passed through the CGA. Firm sendout, including firm transportation, increased only slightly as the 1.7% warmer weather offset the 2% growth in the average number of customers. Margin earned from utility natural gas operations was virtually the same as the corresponding prior period. The average number of retail propane customers increased nearly 9% for the twelve months ended June 30, 1997. Due to warmer weather, however, propane gallons sold decreased 1.1%. As sales prices increased to offset the rise in the cost of propane charged by suppliers, operating revenues increased $1.6 million, or 14.5%. Reductions in the work force, other cost-saving initiatives and workers' compensation insurance refunds were the main reasons for the 2.2% decrease in operations and maintenance expenses for the period. Higher depreciation and amortization charges were a direct result of plant additions and amortization of environmental remediation costs. Taxes other than income taxes decreased 5% due to property tax abatements and a reduction in the public utility tax assessment. Federal and state income taxes increased as a result of a favorable resolution of certain tax issues in the prior period. Total other income decreased as a result of startup losses of $135,000 incurred in two joint venture projects during the twelve month period ended June 30, 1997. In addition, the prior period includes a gain of $350,000 from the sale of railcars formerly used to transport liquid propane. Total interest expense decreased 4.9% during the twelve month period due to a reduction in outstanding long-term debt and an increase in interest to be collected from customers on the average deferred gas cost undercollected balance. Capital Resources and Liquidity Cash flow patterns reflect the seasonality of the Company's business. The greatest demand for cash is in the fall and early winter as construction projects are brought to completion and during the winter as accounts receivable balances grow. During the spring and early summer months, a positive cash flow stream is created as accounts receivable balances are collected. At this time, inventories have been utilized and prepaid amounts, mostly insurance, are being amortized. During the summer months, supplemental gas supplies are replenished in preparation for the winter heating season. At June 30, 1997, deferred gas cost was in an overcollected position resulting from prior summer period activity, whereas, the deferred gas cost was in an undercollected position at June 30, 1996. The overcollected amounts will be returned to customers during the current summer period through the cost of gas adjustment mechanism. The Company's major capital requirements result from normal replacements and efforts to improve the efficiency of the existing plant and to serve additional customers. For the nine months ended June 30, 1997, capital expenditures totaled approximately $8.9 million. Capital expenditures and working capital requirements were financed by internally generated funds and supplemented by short- term bank borrowings. At June 30, 1997, the Company had unsecured bank lines of credit of $15.2 million, $5.5 million of which was outstanding. Construction expenditures for fiscal 1997 are expected to total approximately $13.2 million. Included in the 1997 construction expenditures is a major main extension project to serve Milford, New Hampshire. Construction expenditures, payment of dividends, long-term debt repayments, environmental remediation and working capital requirements will continue to be funded through cash generated by operations supplemented by available lines of credit. Additional permanent financing is planned and is likely to be issued in the fall of 1997. FERC Order 636 FERC Order 636 allows interstate pipeline companies to recover transition costs created as they buy out of long-term fixed-price gas contracts. Since the Company's supplier began direct billing these costs on September 1, 1993 as a component of demand charges, $7.6 million has been billed through June 30, 1997. The Company has recorded additional transition costs of approximately $1.5 million that will be billed over a period of 18 months. The Company is recovering transition costs through the cost of gas adjustment. Environmental Matters The Company and certain of its predecessors owned or operated several facilities for the manufacture of gas from coal, a process used through the mid-1900's that produced by-products that may be considered contaminated or hazardous under current law, and some of which may still be present at such facilities. The Company accrues environmental investigation and clean-up costs with respect to former manufacturing sites and other environmental matters when it is probable that a liability exists and the amount or range of amounts is reasonably certain. One former manufactured gas facility in Concord, New Hampshire has been investigated and partially remediated. Disposal of the contents of the gasholder situated at this former gas manufacturing facility has been completed. Total remediation costs amounted to approximately $3.5 million and were recorded in deferred charges. Recovery of costs from customers began on July 1, 1995 and will extend over a seven-year period. The unamortized balance of $2.5 million at June 30, 1997 is excluded from rate base. The New Hampshire Department of Environmental Services ("NHDES") has required remedial action for a portion of the Concord site at which wastes were disposed of from approximately 1852 through 1952. The estimated cost of the remedial action ranges from $2.1 million to $3.2 million, and the Company has recorded $2.1 million at June 30, 1997 in deferred charges. The Company has petitioned the State of New Hampshire Public Utilities Commission for approval of the Company's proposed five-year recovery from ratepayers of carrying costs and $1.9 million of investigation, remediation and recovery effort costs. The Company is pursuing recovery from its insurance carriers as well as from insurance carriers of its predecessors with respect to the Concord site. In addition, the Company is pursuing recovery against an entity that the Company alleges owned or operated the manufactured gas plant during the late 1800's and early 1900's. The Company and Public Service Company of New Hampshire ("PSNH") conducted an environmental site characterization of a second former manufactured gas plant in Laconia, New Hampshire. The Laconia manufactured gas plant operated between approximately 1887 and 1952, and the Company owned and operated the facility for approximately the last seven years of its active life. Without admitting liability, the Company and PSNH have entered into an agreement under which costs of the site characterization are shared. The Company's share of the costs of the site characterization and a report to the NHDES, totaled $265,000 and has been recorded in deferred charges as of June 30, 1997. The Company expects to incur further expenses but is currently unable to predict the magnitude of any liability that may be imposed on it for the cost of additional studies or the performance of a remedial action in connection with the Laconia site. The Company is pursuing recovery from its insurance carriers for costs incurred with respect to the Laconia site. The Company will pursue recovery from insurance carriers and claims against any other responsible parties seeking to ensure that they contribute appropriately to reimburse the Company for any costs incurred with respect to environmental matters. The Company intends to seek and expects to receive approval of rate recovery methods with respect to environmental matters after it has determined the extent of contamination, received recommendations with regard to remediation and commenced remediation efforts. Factors that May Affect Future Results The Private Securities Litigation Reform Act of 1995 encourages the use of cautionary statements accompanying forward-looking statements. The preceding Management's Discussion and Analysis of Financial Condition and Results of Operations includes forward- looking statements concerning the impact of changes in the cost of gas and of the CGA mechanism on total margin; projected capital expenditures and sources of cash to fund expenditures; estimated costs of environmental remediation and anticipated regulatory approval of recovery mechanisms. The Company's future results, generally and with respect to such forward-looking statements, may be affected by many factors, among which are, but not limited to, uncertainty as to the regulatory allowance of recovery of changes in the cost of gas; uncertain demands for capital expenditures and the availability of cash from various sources; uncertainty as to regulatory approval of the full recovery of environmental costs, transition costs and other regulatory assets. New Accounting Standards and Pronouncements The Financial Accounting Standards Board has issued new accounting standards that the Company will adopt in future periods. Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," establishes standards for computing and presenting earnings per share. SFAS No. 130, "Reporting Comprehensive Income," establishes standards for reporting and the disclosure of comprehensive income and its components. It is not expected that the adoption of SFAS Nos. 128 and 130 will have a material impact on the Company's financial reporting. SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information," establishes standards for the way public business enterprises report information about operating segments, including disclosures about products and services, geographic areas and major customers. The Company is currently evaluating the impact of SFAS No. 131. The American Institute of Certified Public Accountants issued a Statement of Position ("SOP") 96-1, "Environmental Remediation Liabilities." The SOP's objective is to make the timing of the recognition of environmental obligations more uniform by discussing the estimation process and providing benchmarks to aid in determining when to recognize environmental liabilities. The Company is currently evaluating the impact of SOP 96-1. The "Year 2000" Issue Many computer systems are currently based on storing two digits to identify the year of a transaction (for example, "97" for 1997), rather than a full four digits, and are not programmed to consider the start of a new century. Significant processing inaccuracies and inoperability could result in the year 2000 and thereafter. The Company's principal computer systems are currently in compliance with the "Year 2000," or are in the process of being upgraded or replaced by systems that are. The Company is not incurring significant cost to address the "Year 2000" issue. PART II. OTHER INFORMATION Item 1. Legal Proceedings In 1995, the Company filed suit against ten (10) insurers of the Company and its predecessors in actions captioned EnergyNorth Natural Gas, Inc. v. Aegis, et al, United States District Court for the District of New Hampshire, Civil No. C-95-591-B, and EnergyNorth Natural Gas, Inc. v. The Continental Insurance Company, et al, New Hampshire Superior Court, Hillsborough County, Case No. 95-E-360. In March and June, 1997 the Company reached settlements with two defendants in those actions in an aggregate amount of $137,500. The settlement is a recovery of costs and had no impact on earnings. Items 2-5 are not applicable. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 27 - Financial Data Schedule (Submitted only in electronic format to the Securities and Exchange Commission) (b) Reports on Form 8-K: The Company did not file any reports on Form 8-K during the quarter ended June 30, 1997. ENERGYNORTH, INC. 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. EnergyNorth, Inc. (Registrant) Date: July 24, 1997 /s/ DAVID A. SKRZYSOWSKI David A. Skrzysowski, duly authorized Vice President & Controller (Principal Accounting Officer)