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, 1999 Commission File Number 001-11441 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 3,319,718 shares of $1.00 par value common stock outstanding on July 27, 1999, 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, 1998 data) (In thousands) June 30, September 30, 1999 1998 1998 ------------------- -------- Property: Utility plant, at cost $165,184 $154,918 $158,595 Accumulated depreciation and amortization 54,902 50,819 51,313 ------------------- -------- Net utility plant 110,282 104,099 107,282 Net nonutility property, at cost 8,116 7,773 7,771 ------------------- -------- Net property 118,398 111,872 115,053 ------------------- -------- Current assets: Cash and temporary cash investments 599 6,845 1,231 Accounts receivable (net of allowances of $1,267, $1,230 and $1,127, respectively) 10,764 13,609 9,727 Unbilled revenues 673 595 516 Materials and supplies 2,058 2,304 2,086 Supplemental gas supplies 6,479 6,990 9,653 Prepaid and deferred taxes 1,210 1,869 1,804 Recoverable FERC 636 transition costs - 505 252 Prepaid expenses and other 2,797 2,311 2,252 ------------------- -------- Total current assets 24,580 35,028 27,521 ------------------- -------- Deferred charges and other assets: Regulatory asset - income taxes 2,401 2,401 2,401 Recoverable environmental costs 10,613 5,464 6,113 Other deferred charges 2,117 1,859 1,941 Other assets 2,236 2,020 2,121 ------------------- -------- Total deferred charges and other assets 17,367 11,744 12,576 ------------------- -------- Total assets $160,345 $158,644 $155,150 =================== ======== See accompanying notes to condensed consolidated financial statements. ENERGYNORTH, INC. Condensed Consolidated Balance Sheets Stockholders' Equity and Liabilities (Unaudited, except for September 30, 1998 data) (In thousands, except share information) June 30, September 1999 1998 1998 ------------------- -------- Capitalization: Common stockholders' equity: Common stock - par value of $1 per share; 10,000,000 shares authorized; 3,319,718, 3,316,148 and 3,317,498 shares issued and outstanding, respectively $ 3,320 $ 3,316 $ 3,317 Amount in excess of par 32,506 32,410 32,445 Retained earnings 20,255 19,082 15,128 ------------------- -------- Total common stockholders' equity 56,081 54,808 50,890 Long-term debt 45,731 45,731 44,390 ------------------- -------- Total capitalization 101,812 100,539 95,280 ------------------- -------- Current liabilities: Notes payable to banks 3,926 1,505 3,524 Current portion of long-term debt 850 1,012 2,061 Inventory purchase obligation 5,308 5,919 8,712 Accounts payable 9,234 12,297 10,431 Deferred gas costs 736 3,959 3,841 Accrued interest 1,139 1,173 272 Accrued and deferred taxes 2,482 2,382 342 Accrued FERC 636 transition costs - 505 252 Accrued environmental remediation costs 3,398 1,597 2,345 Customer deposits and other 4,613 3,686 3,761 ------------------- ------- Total current liabilities 31,686 34,035 35,541 ------------------- ------- Commitments and contingencies Deferred credits: Deferred income taxes 19,483 18,605 18,828 Unamortized investment tax credits 1,518 1,641 1,610 Regulatory liability - income taxes 1,056 1,169 1,141 Long-term environmental remediation costs 2,000 - - Contributions in aid of construction and other 2,790 2,655 2,750 ------------------- -------- Total deferred credits 26,847 24,070 24,329 ------------------- -------- Total stockholders' equity and liabilities $160,345 $158,644 $155,150 =================== ======== See accompanying notes to condensed consolidated financial statements. ENERGYNORTH, INC. Condensed Consolidated Statements of Income For the periods ended June 30 (Unaudited) (In thousands, except per share amounts) Three Months Nine Months Twelve Months 1999 1998 1999 1998 1999 1998 ------------------- -------------------- --------------------- Operating revenues $21,655 $20,498 $101,111 $93,422 $117,615 $102,855 ------------------- -------------------- --------------------- Operating expenses: Cost of sales 14,676 14,106 56,646 53,018 67,752 58,195 Operations and maintenance 5,965 5,542 19,074 16,785 25,362 22,185 Depreciation and amortization 1,854 1,640 5,864 5,004 7,464 6,491 Taxes other than income taxes 1,023 1,064 3,198 3,158 4,112 3,088 Federal and state income taxes (1,082) (1,031) 5,028 4,821 3,309 3,590 ------------------- -------------------- --------------------- Total operating expenses 22,436 21,321 89,810 82,786 107,999 93,549 ------------------- -------------------- --------------------- Operating income (loss) (781) (823) 11,301 10,636 9,616 9,306 Other income 77 247 983 1,096 1,060 1,364 Interest expense: Interest on long-term debt 973 975 2,909 2,918 3,888 3,653 Other interest 144 207 862 594 1,117 903 ------------------- -------------------- --------------------- Total interest expense 1,117 1,182 3,771 3,512 5,005 4,556 ------------------- -------------------- --------------------- Net income (loss) $(1,821) $(1,758) $ 8,513 $ 8,220 $ 5,671 $ 6,114 =================== ==================== ===================== Weighted average shares outstanding 3,320 3,282 3,319 3,257 3,319 3,254 =================== ==================== ===================== Basic earnings (loss) per share $ (.55) $ (.54) $ 2.56 $ 2.52 $ 1.71 $ 1.88 =================== ==================== ===================== Dividends declared per share $ .35 $ .335 $ 1.02 $ .975 $ 1.355 $ 1.295 =================== ==================== ===================== See accompanying notes to condensed consolidated financial statements. ENERGYNORTH, INC. Condensed Consolidated Statements of Cash Flows For the nine months ended June 30 (Unaudited) (In thousands) 1999 1998 ------- ------- Cash flows from operating activities: Net income $ 8,513 $ 8,220 Noncash items: Depreciation and amortization 6,219 5,427 Deferred taxes and investment tax credits, net 450 153 Changes in: Accounts receivable, net (1,037) (2,817) Unbilled revenues (157) 7 Inventories 3,202 1,972 Prepaid expenses and other (545) 611 Deferred gas costs (3,105) 2,659 Accounts payable (1,197) 1,137 Accrued liabilities 1,667 617 Accrued/prepaid taxes 2,734 1,575 Payments for environmental costs and other (2,774) (965) ------- -------- Net cash provided by operating activities 13,970 18,596 ------- -------- Cash flows from investing activities: Additions to property (8,528) (10,000) Change in note receivable, net - 131 Other investing activities - 249 ------- -------- Net cash used for investing activities (8,528) (9,620) ------- -------- Cash flows from financing activities: Issuance of common stock 64 63 Cash dividends on common stock (3,386) (3,189) Issuance of long-term debt 2,223 456 Repayment of long-term debt (2,093) (856) Repayment of capital lease obligations - (46) Change in notes payable to banks 402 1,373 Change in inventory purchase obligation (3,404) (1,933) Change in other financing activities 120 3 ------- -------- Net cash used for financing activities (6,074) (4,129) ------- -------- Net (decrease) increase in cash and temporary cash investments (632) 4,847 Cash and temporary cash investments, beginning of period 1,231 1,998 ------- -------- Cash and temporary cash investments, end of period $ 599 $ 6,845 ======= ======== See accompanying notes to condensed consolidated financial statements. ENERGYNORTH, INC. Notes to Condensed Consolidated Financial Statements June 30, 1999 (Unaudited) EnergyNorth, Inc. (Company) is an exempt public utility holding company operating in northern New England. Its principal operating subsidiaries include EnergyNorth Natural Gas, Inc. (ENGI), EnergyNorth Propane, Inc. (ENPI), and ENI Mechanicals, Inc. (ENMI). ENGI is New Hampshire's largest natural gas utility with over 71,000 customers. ENPI is a retail propane company serving over 15,000 customers in New Hampshire, and through its 49% investment in VGS Propane, LLC, serves more than 9,000 customers in Vermont. ENMI, through its wholly owned subsidiaries, Northern Peabody, Inc. (NPI) and Granite State Plumbing and Heating, Inc. (GSP&H), provides mechanical contracting services for commercial, industrial and institutional customers in northern New England. They are engaged in the design, construction and service of plumbing, heating, ventilation, air conditioning and process piping systems. Note 1. Basis of Presentation The accompanying condensed consolidated financial statements of EnergyNorth, Inc. include the accounts of all subsidiaries. All significant intercompany accounts and transactions have been eliminated in the accompanying financial statements. Effective May 1, 1998, the Company acquired NPI and GSP&H, which are subsidiaries of ENMI. The acquisition was accounted for as a purchase, and is reflected in the condensed consolidated financial statements for the periods ended June 30, 1999 and 1998. 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, 1999 and 1998 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, 1999 and 1998. 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, 1998. 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): 1999 1998 - ----------------------------------------------------------------- Cash paid (received) during the period for: Interest (net of amount capitalized) $2,623 $2,222 Income taxes 1,448 2,890 Noncash activities: Acquisition investment - 1,992 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 and classified as cash and temporary cash investments. Note 3. Commitments and Contingencies For a discussion of commitments and contingencies, please refer to Footnote 11 in the Company's 1998 Annual Report to shareholders. Note 4. Subsequent Event On July 14, 1999, the Company and Eastern Enterprises (Eastern), a Massachusetts business trust, entered into an Agreement and Plan of Reorganization (Agreement) which provides for the merger of the Company with and into a subsidiary of Eastern, as a result of which the Company would become a wholly owned subsidiary of Eastern. Under the Agreement, holders of outstanding shares of the Company's common stock can elect to receive cash, Eastern common stock or a combination of cash and stock as set forth in the Agreement. Completion of the merger is subject to approval by the Company's stockholders and receipt of satisfactory regulatory approvals, including approval by the New Hampshire Public Utilities Commission and the Securities and Exchange Commission and antitrust clearance. ENERGYNORTH, INC. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations June 30, 1999 Results of Operations - --------------------- Net loss for the three months ended June 30, 1999, was $1.8 million, or $.55 per share, compared to $1.7 million, or $.54 per share, in 1998. Net income increased to $8.5 million, or $2.56 per share, for the nine months ended June 30, 1999, from $8.2 million, or $2.52 per share, in 1998. For the twelve months ended June 30, 1999, net income was $5.7 million, or $1.71 per share, compared to $6.1 million, or $1.88 per share, in the prior period. Included in the prior twelve-month period results was a one-time, after-tax credit of $649,000, or $.20 per share, which was the result of a property tax settlement. Temperatures for the current three, nine and twelve-month periods were colder than the prior comparable periods, but significantly warmer than normal and had a major impact on the results of operations for the periods presented. 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. 6-30-99 6-30-98 Normal Previous Period Normal Period ------- ------- ------ --------------- ------------- 3 months 896 826 999 8.5% (10.3)% 9 months 6,530 6,365 7,178 2.6% (9.0)% 12 months 6,697 6,579 7,452 1.8% (10.1)% Quarterly Comparison - -------------------- Total operating revenues increased $1.2 million, or 5.6%, for the quarter ended June 30, 1999. ENMI mechanical contract sales increased $2.7 million for the quarter due primarily to the timing of the ENMI acquisition. Utility gas service revenues were $11.4 million compared to $13.1 million in the prior period, a 13.1% decrease. The average number of customers increased 2.3% for the quarter, the weather was 8.5% colder, and firm sendout, including transportation, increased 2.6%. Lower purchased gas costs of $1.5 million passed through the cost of gas adjustment (CGA) to firm customers was the primary reason for the revenue decrease. Changes in the CGA rates affect operating revenues; however, they do not affect total margin because the CGA is a tariff mechanism designed to provide dollar-for-dollar recovery of gas costs. Utility natural gas margin increased 2.1% for the quarter. Propane gallons sold increased 14.1% for the three-month period due to an 8.8% increase in the average number of retail propane customers and colder temperatures. Retail propane operating revenues increased $145,000 and gross margin increased 17.1% compared to the same quarter last year. Operations and maintenance expenses relating to the mechanical contracting businesses acquired in May 1998 were the main reason for the increase in operations and maintenance expenses 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. The decrease in other income resulted primarily from a reduction in interest earned on the temporary investment of surplus cash. Nine-Month Comparison - --------------------- Total operating revenues increased $7.7 million, or 8.2%, for the nine months ended June 30, 1999. Partially offsetting a $15.6 million increase in ENMI mechanical contract sales, due primarily to the timing of the ENMI acquisition, were lower utility gas service revenues. Utility gas service revenues were $69.8 million compared to $77.7 million in the prior period, a 10.1% decrease. The decrease resulted in part from lower purchased gas costs of $8.2 million that were passed through the CGA to firm customers. In addition, revenues decreased as customers switched from sales gas service to transportation gas service. The weather was 2.6% colder than the prior period and firm sendout, including transportation, increased over 4.8% as the average number of customers increased 2.4%. Margin earned from utility natural gas operations was $1.4 million, or 4.0%, higher than last year's nine-month period. The average number of retail propane customers grew nearly 8.3% for the nine-month period and temperatures were 2.6% colder than the prior period. Retail propane gallons sold increased 8.1% compared to the prior period. Operating revenues were virtually unchanged from the prior period as retail prices decreased in response to lower purchased propane costs, resulting in an 8.6% increase in margin. Included in the 13.6% increase in operations and maintenance expenses were expenses attributed to the mechanical contracting operations and higher wage rates. Continued capital additions to plant and equipment and amortization of environmental remediation costs were the primary reasons for the 17.2% increase in depreciation and amortization expenses. The primary reason for the 7.4% increase in total interest expense was the greater level of short-term debt outstanding during the current period. Twelve-Month Comparison - ----------------------- Total operating revenues increased $14.8 million, or 14.4%, for the twelve months ended June 30, 1999. A $23.4 million increase in ENMI mechanical contract sales resulting from the timing of the ENMI acquisition was partially offset by lower utility gas service revenues. Utility gas service revenues were $77.4 million compared to $85.9 million in the prior period, a 9.9% decrease. Although firm sendout, including transportation, increased 5.8% over the prior period, revenues decreased as lower gas costs of $8.1 million were passed through the CGA. In addition, revenues were lower as customers switched from sales gas service to transportation gas service. Margin earned from utility natural gas operations increased $1.6 million, or 4.2%, from the corresponding prior period. The average number of retail propane customers increased 7.9% for the twelve months ended June 30, 1999 and temperatures were 1.8% colder than the prior period. Although propane gallons sold increased 7.3%, operating revenues decreased slightly as sales prices were reduced to reflect lower propane costs. Margin earned from retail propane operations increased 7.8% compared to the same period last year. Operations and maintenance expenses of the mechanical contracting business and increases in wages were the primary reasons for the 14.3% increase 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 for the prior period included favorable property tax settlements. The decrease in other income included interest on refunds received from federal income tax settlements and interest earned on temporary investments. Total interest expense increased 9.9% during the twelve-month period due primarily to the $22 million of 7.4% First Mortgage Bonds issued in September 1997 and the increased level of short- term debt outstanding during the current period. Capital Resources and Liquidity - ------------------------------- Cash flow patterns reflect the seasonality of the Company's utility and propane businesses. 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. The overcollected deferred gas cost amounts at June 30, 1999, will be returned to customers during subsequent winter and summer periods through the CGA mechanism. ENMI does not share the seasonal characteristics of the utility and propane businesses. The Company's major capital requirements result from efforts to serve additional customers and from normal replacements and efficiency improvements to the existing plant. For the nine months ended June 30, 1999, capital expenditures totaled approximately $8.5 million. Capital expenditures and working capital requirements were financed by internally generated funds and supplemented by short- term bank borrowings. At June 30, 1999, the Company had unsecured bank lines of credit of $27.7 million, $3.9 million of which was outstanding. Construction expenditures for fiscal 1999 are expected to total approximately $13.4 million. 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. 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-1900s 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. In April, 1999 the Company received a request from the New Hampshire Department of Environmental Services to participate with Public Service Company of New Hampshire (PSNH) and Northern Utilities in the development of a site investigation report for a former manufactured gas site located in Dover, New Hampshire. The Company is also participating with PSNH in the investigation and remediation of former manufactured gas sites in Laconia, New Hampshire and Nashua, New Hampshire and is engaged in remediation of a site in Concord, New Hampshire. Costs to complete the Company's share of site investigation, risk characterization and remediation at manufactured gas sites are currently estimated to range from $5.4 million to $10.5 million. In addition to costs incurred to date, the Company has recorded $3.4 million as an accrued current liability and $2.0 million as a long-term liability at June 30, 1999 with a corresponding charge to recoverable environmental costs. For further detail regarding environmental issues please refer to Footnote 11 in the Company's 1998 Annual Report to Shareholders. Year 2000 Readiness - ------------------- The Company has evaluated its principal computer systems and noninformation technology systems including, but not limited to, telecommunication systems, automated meter reading systems, SCADA, regulator stations, plant remote control systems and security systems to determine readiness for the year 2000. These systems are currently capable of processing the year 2000, or are in the process of being upgraded or replaced by systems that are similarly capable. All necessary program modifications and system upgrades and testing are expected to be completed by the year 2000. At June 30, 1999, all Company systems critical to the delivery of gas to customers are year 2000 compliant. Costs incurred to date and costs expected to be incurred to complete the year 2000 readiness are not material and will not have a material impact on the Company's financial position or results of operations. The Company is currently assessing year 2000 issues with third parties with whom it has a material relationship. Although this assessment is ongoing, critical vendors contacted to date have indicated that interruption to service due to year 2000 problems are unlikely. Due to the complexity of the problem and the reliance on certain important vendors and suppliers, there can be no guarantee that year 2000 compliance for all computer systems and other systems will be achieved or that critical and important vendors and suppliers will achieve compliance. The successful upgrade of the Company's systems on a timely basis is critical to enable the Company to avoid business disruption and the loss of essential information or data in the year 2000. In addition, a disruption of the transmission of gas due to year 2000 problems experienced by the Company's gas supplier or other significant vendors and service providers could prevent the delivery of a sufficient amount of gas to enable the Company to serve certain customer segments. Because of the difficulty of accessing year 2000 readiness of others outside the control of the Company, the Company considers potential disruptions by these third parties to present the "reasonably likely worst case scenario." The Company's inability to serve its customers could result in increased costs, loss of business and other similar risks. In an effort to investigate the risks of non-compliance, the Company is in the process of preparing a contingency plan. It is anticipated that contingency plans will be finalized by September 30, 1999. 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 or refers to 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; year 2000 readiness; and 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 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 environmental costs and as to regulatory approval of the full recovery of environmental costs, and other regulatory assets; weather; results of regulatory proceedings on unbundling; impact of new pipeline supplies; and success of the Company's year 2000 readiness efforts and those of its vendors and customers. PART II. OTHER INFORMATION Item 1. Legal Proceedings A description of pending legal proceedings is contained in the Company's annual report on Form 10-K for the fiscal year ended September 30, 1998. No further material legal proceedings or material developments occurred since September 30, 1998. 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: A current report on Form 8-K reporting the occurrence of an event covered by Item 5 was filed on July 20, 1999 by the Company regarding an Agreement and Plan of Reorganization entered into by the Company and Eastern Enterprises on July 14, 1999. 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 27, 1999 /s/ DAVID A. SKRZYSOWSKI ------------- ------------------------------------- David A. Skrzysowski, duly authorized Vice President & Controller (Principal Accounting Officer)