SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended 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 1-8809 SCANA Corporation (Exact name of registrant as specified in its charter) South Carolina 57-0784499 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1426 Main Street, Columbia, South Carolina 29201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (803) 748-3000 Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes . 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. 47,141,508 Common Shares, without par value, as of April 30, 1994 SCANA CORPORATION INDEX PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 1994 and December 31, 1993........................................ 3 Consolidated Statements of Income and Retained Earnings for the Periods Ended March 31, 1994 and 1993............ 5 Consolidated Statements of Cash Flows for the Periods Ended March 31, 1994 and 1993............................ 6 Notes to Consolidated Financial Statements............... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings........................................ 13 Item 6. Exhibits and Reports on Form 8-K......................... 13 Signatures........................................................ 14 Exhibit Index..................................................... 15 2 PART I FINANCIAL INFORMATION SCANA CORPORATION CONSOLIDATED BALANCE SHEETS As of March 31, 1994 and December 31, 1993 (Unaudited) March 31, December 31, 1994 1993 ASSETS (Thousands of Dollars) Utility Plant: Electric................................................... $3,327,668 $3,328,915 Gas........................................................ 452,607 451,493 Transit.................................................... 3,770 3,769 Common..................................................... 73,396 72,804 Total.................................................... 3,857,441 3,856,981 Less accumulated depreciation and amortization............. 1,281,346 1,259,689 Total.................................................... 2,576,095 2,597,292 Construction work in progress.............................. 420,164 349,530 Nuclear fuel, net of accumulated amortization.............. 33,689 29,087 Acquisition adjustment-gas, net of accumulated amortization............................................. 27,917 28,166 Utility Plant, Net.................................... 3,057,865 3,004,075 Nonutility Property and Investments (net of accumulated depreciation and depletion)................................ 396,314 393,728 Current Assets: Cash and temporary cash investments........................ 35,828 20,766 Receivables................................................ 157,440 174,121 Inventories (at average cost): Fuel..................................................... 45,758 62,977 Materials and supplies................................... 46,581 46,890 Prepayments................................................ 24,982 21,826 Accumulated deferred income taxes.......................... - 8,607 Total Current Assets.................................. 310,589 335,187 Deferred Debits: Unamortized debt expense................................... 12,855 13,076 Unamortized deferred return on plant investment............ 13,799 14,860 Nuclear plant decommissioning fund......................... 26,423 25,103 Other...................................................... 251,325 254,497 Total Deferred Debits................................. 304,402 307,536 Total....................................... $4,069,170 $4,040,526 See notes to consolidated financial statements. 3 SCANA CORPORATION CONSOLIDATED BALANCE SHEETS As of March 31, 1994 and December 31, 1993 (Unaudited) March 31, December 31, 1994 1993 (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Stockholders' Investment: Common Equity: Common stock (Without par value)......................... $ 840,027 $ 826,665 Retained earnings........................................ 523,402 506,380 Total Common Equity..................................... 1,363,429 1,333,045 Preferred stock (Not subject to purchase or sinking funds). 26,027 26,027 Total Stockholders' Investment.......................... 1,389,456 1,359,072 Preferred stock, net (Subject to purchase or sinking funds).. 51,079 52,840 Long-term debt, net.......................................... 1,365,630 1,424,399 Total Capitalization.................................. 2,806,165 2,836,311 Current Liabilities: Short-term borrowings...................................... 105,705 43,019 Current portion of long-term debt.......................... 92,063 34,322 Current portion of preferred stock......................... 2,496 2,504 Accounts payable........................................... 78,406 129,495 Estimated rate refunds and related interest................ 1,782 2,509 Customer deposits.......................................... 13,630 13,498 Taxes accrued.............................................. 27,212 50,063 Interest accrued........................................... 27,946 21,784 Dividends declared......................................... 34,461 33,637 Accumulated deferred income taxes.......................... 6,202 - Other...................................................... 15,048 12,649 Total Current Liabilities............................. 404,951 343,480 Deferred Credits: Accumulated deferred income taxes.......................... 567,436 568,172 Accumulated deferred investment tax credits................ 94,069 94,981 Accumulated reserve for nuclear plant decommissioning...... 26,423 25,103 Other...................................................... 170,126 172,479 Total Deferred Credits................................ 858,054 860,735 Total....................................... $4,069,170 $4,040,526 See notes to consolidated financial statements. 4 SCANA CORPORATION CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS For the Periods Ended March 31, 1994 and 1993 (Unaudited) Three Months Ended March 31, 1994 1993 (Thousands of Dollars, Except Per Share Amounts) OPERATING REVENUES: Electric.................................................... $234,859 $207,556 Gas......................................................... 111,429 113,496 Transit..................................................... 1,021 788 Total Operating Revenues............................... 347,309 321,840 OPERATING EXPENSES: Fuel used in electric generation............................ 56,983 51,403 Purchased power............................................. 4,785 2,778 Gas purchased for resale.................................... 68,750 68,584 Other operation............................................. 54,855 50,268 Maintenance................................................. 15,486 16,494 Depreciation and amortization............................... 29,738 28,218 Income taxes................................................ 28,092 21,096 Other taxes................................................. 19,222 19,285 Total Operating Expenses............................... 277,911 258,126 OPERATING INCOME.............................................. 69,398 63,714 OTHER INCOME: Allowance for equity funds used during construction....................................... 2,110 2,672 Other income, net of income taxes........................... 6,340 5,638 Total Other Income..................................... 8,450 8,310 INCOME BEFORE INTEREST CHARGES AND PREFERRED STOCK DIVIDENDS................................... 77,848 72,024 INTEREST CHARGES (CREDITS): Interest expense............................................ 27,865 27,392 Allowance for borrowed funds used during construction....................................... (1,680) (2,045) Total Interest Charges, Net............................ 26,185 25,347 INCOME BEFORE PREFERRED STOCK CASH DIVIDENDS OF SUBSIDIARY..................................... 51,663 46,677 PREFERRED STOCK CASH DIVIDENDS OF SUBSIDIARY (At stated rates)................................ (1,539) (1,567) NET INCOME.................................................... 50,124 45,110 RETAINED EARNINGS AT BEGINNING OF PERIOD...................... 506,380 462,893 COMMON STOCK CASH DIVIDENDS DECLARED.......................... (33,102) (30,311) RETAINED EARNINGS AT END OF PERIOD............................ $523,402 $477,692 NET INCOME.................................................... $ 50,124 $ 45,110 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (THOUSANDS)..................................... 46,846 44,111 EARNINGS PER WEIGHTED AVERAGE SHARE OF COMMON STOCK............................................. $ 1.07 $ 1.02 CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK................................................ $ 0.705 $ 0.685 See notes to consolidated financial statements. 5 SCANA CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the Periods Ended March 31, 1994 and 1993 (Unaudited) Three Months Ended March 31, 1994 1993 (Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income............................................ $ 50,124 $ 45,110 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation, depletion and amortization............ 46,571 34,067 Amortization of nuclear fuel........................ 3,835 3,536 Deferred income taxes, net.......................... 13,834 26,903 Deferred investment tax credits, net................ (911) (914) Net regulatory asset-adoption of SFAS No. 109....... (361) (10,483) Dividends declared on preferred stock of subsidiary. 1,539 1,567 Equity (earnings) losses of investees............... (109) (42) Nuclear refueling accrual........................... 1,756 534 Allowance for funds used during construction........ (3,790) (4,717) Over (under) collections, fuel adjustment clause.... 6,051 4,874 Changes in certain current assets and liabilities: (Increase) decrease in receivables................. 13,806 13,315 (Increase) decrease in inventories................. 17,528 3,236 Increase (decrease) in accounts payable............ (51,030) (26,410) Increase (decrease) in estimated rate refunds and related interest............................. (727) (14,146) Increase (decrease) in taxes accrued............... (22,851) (36,856) Increase (decrease) in interest accrued ........... 6,162 (7,703) Other, net.......................................... (1,705) (9,226) Net Cash Provided From Operating Activities............. 79,722 22,645 CASH FLOWS FROM INVESTING ACTIVITIES: Utility property additions and construction expenditures........................................ (86,772) (59,674) Increase in other property and investments............ (23,470) (15,829) Principal noncash item: Allowance for funds used during construction........ 3,790 4,717 Net Cash Used For Investing Activities.................. (106,452) (70,786) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds: Issuance of common stock............................ 16,170 14,206 Issuance of notes and loans......................... 60,000 60,000 Repayments: Redemption of bank note............................. (62,000) (62,887) Other long-term debt................................ (284) (58) Preferred stock..................................... (1,770) (1,764) Dividend payments: Common stock........................................ (31,934) (29,420) Preferred stock of subsidiary....................... (1,558) (1,606) Short-term borrowings, net............................ 62,686 54,994 Fuel financings, net.................................. 482 5,914 Net Cash Provided From Financing Activities............. 41,792 39,379 NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS............................ 15,062 (8,762) CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1........ 20,766 32,050 CASH AND TEMPORARY CASH INVESTMENTS AT MARCH 31......... $ 35,828 $ 23,288 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for - Interest.............................. $ 21,410 $ 34,833 - Income taxes.......................... 3,424 9,997 See notes to consolidated financial statements. 6 SCANA CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 1994 (Unaudited) The following notes should be read in conjunction with the Notes to Consolidated Financial Statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1993. These are interim financial statements and, because of temperature variations between seasons of the year, the amounts reported in the Consolidated Statements of Income are not necessarily indicative of amounts expected for the year. In the opinion of management, the information furnished herein reflects all adjustments, all of a normal recurring nature, which are necessary for a fair statement of the results for the interim periods reported. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A. Principles of Consolidation: The accounts of the Company and its wholly owned subsidiaries are consolidated in the accompanying Consolidated Financial Statements. Certain investments are reported using the equity method of accounting. Significant intercompany balances and transactions have been eliminated in consolidation. B. In January 1994 the Company signed an agreement to sell in 1994 substantially all of the real estate assets of SCANA Development Corporation to Liberty Properties Group, Inc. of Greenville, South Carolina for $91.5 million. On March 4, 1994 the Company and Liberty amended the agreement regarding the sale. Under the terms of the amended agreement certain projects currently under construction will be excluded from the transaction and the sales price will be $49.6 million. All of the sales price will be received at the time of closing. The transaction will not have a material impact on the Company's financial position or results of operation. C. Reclassifications: Certain amounts from prior periods have been reclassified to conform with the 1994 presentation. 2. RATE MATTERS: With respect to rate matters at March 31, 1994, reference is made to Note 2 of Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 1993. No changes have occurred with respect to those matters as reported therein except as shown below. On March 31, 1994 SCE&G filed an application with The South Carolina Public Service Commission (PSC) for the elimination of the $.40 fare for low income riders of SCE&G's transit system. A hearing is scheduled for May 31, 1994. 3. RETAINED EARNINGS: The Restated Articles of Incorporation of the Company do not limit the dividends that may be payable on its common stock. However, the Restated Articles of Incorporation of SCE&G and the Indenture underlying certain of its bond issues contain provisions that may limit the payment of cash dividends on common stock. In addition, with respect to hydroelectric projects, the Federal Power Act may require the appropriation of a portion of the earnings therefrom. At March 31, 1994 approximately $10.7 million of retained earnings were restricted as to payment of cash dividends on common stock. 7 4. COMMITMENTS AND CONTINGENCIES: With respect to commitments at March 31, 1994, reference is made to Note 10 of Notes to Consolidated Financial Statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1993. No significant changes have occurred with respect to those matters as reported therein. A. Nuclear Insurance The Price-Anderson Indemnification Act, which deals with public liability for a nuclear incident, currently establishes the liability limit for third-party claims associated with any nuclear incident at $9.4 billion. Each reactor licensee is currently liable for up to $79.3 million per reactor owned for each nuclear incident occurring at any reactor in the United States, provided that not more than $10 million of the liability per reactor would be assessed per year. SCE&G's maximum assessment, based on its two-thirds ownership of Summer Station, would be approximately $52.9 million per incident but not more than $6.7 million per year. SCE&G currently maintains policies (for itself and on behalf of the PSA) with Nuclear Electric Insurance Limited (NEIL) and American Nuclear Insurers (ANI) providing combined property and decontamination insurance coverage of $1.4 billion for any losses in excess of $500 million pursuant to existing primary coverages (with ANI) on Summer Station. SCE&G pays annual premiums and, in addition, could be assessed a retroactive premium not to exceed 7 1/2 times its annual premium in the event of property damage loss to any nuclear generating facilities covered by NEIL. Based on the current annual premium, this retroactive premium would not exceed approximately $8.1 million. To the extent that insurable claims for property damage, decontamination, repair and replacement and other costs and expenses arising from a nuclear incident at Summer Station exceed the policy limits of insurance, or to the extent such insurance becomes unavailable in the future, and to the extent that SCE&G's rates would not recover the cost of any purchased replacement power, SCE&G will retain the risk of loss as a self-insurer. SCE&G has no reason to anticipate a serious nuclear incident at Summer Station. If such an incident were to occur, it could have a materially adverse impact on the Company's financial position. B. Environmental The Company has an environmental assessment program to identify and assess current and former operations sites that could require environmental cleanup. As site assessments are initiated, an estimate is made of the amount of expenditures, if any, necessary to investigate and clean up each site. These estimates are refined as additional information becomes available; therefore actual expenditures could significantly differ from the original estimates. Amounts estimated and accrued to date for site assessment and cleanup (approximately $22.9 million) relate primarily to regulated operations; such amounts have been deferred and are being amortized and recovered through rates over a ten year period. 8 SCANA CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Material Changes in Capital Resources and Liquidity From December 31, 1993 to March 31, 1994 Liquidity and Capital Resources The cash requirements of the Company arise primarily from SCE&G's operational needs, the Company's construction program and the need to fund the activities or investments of the Company's nonregulated subsidiaries. The ability of the Company's regulated subsidiaries to replace existing plant investment, as well as to expand to meet future demands for electricity and gas, will depend upon their ability to attract the necessary financial capital on reasonable terms. The Company's regulated subsidiaries recover the costs of providing services through rates charged to customers. Rates for regulated services are generally based on historical costs. As customer growth and inflation occur and the regulated subsidiaries expand their construction programs, it is necessary to seek increases in rates. As a result, the Company's future financial position and results of operations will be affected by the regulated subsidiaries' ability to obtain adequate and timely rate relief. The following table summarizes how the Company generated funds for its property acquisitions and utility property additions and construction expenditures during the three months ended March 31, 1994 and 1993: Three Months Ended March 31, 1994 1993 (Thousands of Dollars) Net cash provided from operating activities $ 79,722 $ 22,645 Net cash provided from financing activities 41,792 39,379 Cash and temporary cash investments available at the beginning of the period 20,766 32,050 Net cash available for property acquisitions and utility property additions and construction expenditures $142,280 $ 94,074 Funds used for utility property additions and construction expenditures, net of noncash allowance for funds used during construction $ 82,982 $ 54,957 Funds used for nonutility property additions $ 23,090 $ 12,147 The Company anticipates that the remainder of its 1994 cash requirements will be met through internally generated funds, the sales of additional equity securities and medium-term notes and the incurrence of additional short-term and long-term indebtedness. The timing and amount of such financing will depend upon market conditions and other factors. The ratio of earnings to fixed charges for the twelve months ended March 31, 1994 was 3.51. 9 On January 14, 1994 the Company closed unsecured bank loans of $30 million, $15 million and $15 million, due January 13, 1995, and used the proceeds to pay off a loan in a like total amount. The interest rate for each loan is the twelve month LIBOR plus 18.75, 20.00 and 20.00 basis points, respectively, and is fixed for the duration of the loan. The Company expects that it has or can obtain adequate sources of financing to meet its cash requirements for the next twelve months and for the foreseeable future. 10 SCANA CORPORATION Results of Operations For the Three Months Ended March 31, 1994 As Compared to the Corresponding Period in 1993 Earnings and Dividends Net income for the three months ended March 31, 1994 increased approximately $5.0 million when compared to the corresponding period in 1993 primarily due to higher electric margins. Allowance for funds used during construction (AFC) is a utility accounting practice whereby a portion of the cost of both equity and borrowed funds used to finance construction (which is shown on the balance sheet as construction work in progress) is capitalized. Both the equity and the debt portions of AFC are noncash items of nonoperating income which have the effect of increasing reported net income. AFC represented approximately 5% and 7% of income before income taxes for the three months ended March 31, 1994 and 1993, respectively. On February 15, 1994 the Company's Board of Directors declared a quarterly dividend on common stock of 70 1/2 cents per share for the quarter ended March 31, 1994. The dividend was paid on April 1, 1994 to common stockholders of record on March 10, 1994. On April 28, 1994 the Company's Board of Directors declared a quarterly dividend on common stock of 70 1/2 cents per share for the quarter ended June 30, 1994. The dividend is payable on July 1, 1994 to common stockholders of record on June 10, 1994. Sales Margins The change in the electric sales margin for the three months ended March 31, 1994 when compared to the corresponding period in 1993 was as follows: Three Months Change % Change (Millions) Electric operating revenues $27.3 13.2 Less: Fuel used in electric generation 5.6 10.9 Purchased power 2.0 72.2 Margin $19.7 12.9 The increase in electric sales margin for the three months ended March 31, 1994 compared to the corresponding period in 1993 is primarily due to higher kilowatt hour sales due to increased customer usage associated with a period of extremely cold weather during the first quarter of 1994. In addition, the electric sales margin includes an increase in retail electric rates which was effective beginning in June 1993. 11 The change in the gas sales margin for the three months ended March 31, 1994 when compared to the corresponding period in 1993 was as follows: Three Months Change % Change (Millions) Gas operating revenues $(2.0) (1.8) Less: Gas purchased for resale 0.2 0.2 Margin $(2.2) (5.0) The decrease in the gas sales margin for the three month comparison is primarily a result of a reduction in South Carolina Pipeline Corporation's sales during the first quarter of 1994 due to the competitiveness of alternative fuels. The gas sales margin also reflects increased residential sales partially offset by reduced recoveries under the weather normalization adjustment, both due to colder weather during the first quarter of 1994. Other Operating Expenses Increases in other operating expenses, including taxes, for the three months ended March 31, 1994 compared to the corresponding period in 1993 are presented in the following table: Three Months Change % Change (Millions) Other operation and maintenance $ 3.6 5.4 Depreciation and amortization 1.5 5.4 Income taxes 7.0 33.2 Other taxes (0.1) (0.3) Total $12.0 8.9 Other operation and maintenance expenses for the three months ended March 31, 1994 increased primarily due to an increase in employee-related expenses. The depreciation and amortization increase for the three months reflects additions to plant in service. The increase in income tax expense for the three month comparison corresponds to the increases in income and reflects the increase in the corporate tax rate from 34% to 35% which was recorded in August 1993 and was retroactive to January 1, 1993. 12 SCANA CORPORATION Part II OTHER INFORMATION Item 1. Legal Proceedings For information regarding legal proceedings see Note 2 "Rate Matters" and Note 4 "Commitments and Contingencies" of Notes to Consolidated Financial Statements. Items 2, 3, 4, and 5 are not applicable. Item 6. Exhibits and Reports on Form 8-K A. Exhibits Exhibits filed with this Quarterly Report on Form 10-Q are listed in the following Exhibit Index. Certain of such exhibits which have heretofore been filed with the Securities and Exchange Commission and which are designated by reference to their exhibit numbers in prior filings are hereby incorporated herein by reference and made a part hereof. B. Reports on Form 8-K The Company filed a report on Form 8-K on January 13, 1994 in response to Item 5, "Other Events" regarding SCE&G's settlement with Westinghouse Electric Corporation of a lawsuit relating to the steam generators provided to SCE&G's Summer Station. 13 SCANA CORPORATION 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. SCANA CORPORATION (Registrant) May 11, 1994 By: s/W. B. Timmerman W. B. Timmerman, Executive Vice President, Chief Financial Officer and Controller (Principal Financial Officer) 14