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, 1995 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 0-10721 YANKEE ENERGY SYSTEM, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CONNECTICUT 06-1236430 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 599 RESEARCH PARKWAY MERIDEN, CONNECTICUT 06450-1030 (ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE) OFFICES) REGISTRANT'S TELEPHONE NUMBER (203) 639-4000 NOT APPLICABLE (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 CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. NUMBER OF SHARES OF COMMON STOCK ($5.00 PAR VALUE) OUTSTANDING AT APRIL 30, 1995 10,337,742 YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets: March 31, 1995 and September 30, 1994 Consolidated Statements of Income: Three and Six Months Ended March 31, 1995 and 1994 Consolidated Statements of Cash Flows: Six Months Ended March 31, 1995 and 1994 Notes to Consolidated Financial Statements Report on Review by Independent Public Accountants Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures PART 1. FINANCIAL INFORMATION YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, September 30, 1995 1994 ________ _________ (Unaudited) (Thousands of Dollars) ASSETS Utility Plant, at original cost $481,544 $468,202 Less: Accumulated provision for depreciation 171,490 164,327 ________ ________ 310,054 303,875 Construction work in progress 6,557 11,188 ________ ________ Total Net Utility Plant 316,611 315,063 ________ ________ Other Property and Investments 30,199 28,609 ________ ________ Current Assets: Cash and temporary cash investments 6,039 602 Accounts receivable, net 46,686 21,412 Fuel supplies 4,480 10,936 Other materials and supplies 1,787 1,550 Recoverable gas costs 170 429 Accrued utility revenues 12,098 5,751 Prepaid taxes --- 3,352 Other 2,789 3,933 _______ _______ Total Current Assets 74,049 47,965 _______ _______ Deferred Gas Costs --- 4,338 Recoverable Pipeline Transition Costs --- 3,432 Recoverable Environmental Cleanup Costs 38,018 36,467 Recoverable Income Taxes 25,326 32,198 Recoverable Postretirement Benefits Costs 1,904 1,419 Other Deferred Debits 10,984 12,027 _______ _______ Total Assets $497,091 $481,518 _______ ________ _______ ________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, September 30, 1995 1994 _________ ____________ (Unaudited) (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Capitalization: Common shares - $5.00 par value. Authorized 20,000,000 shares; 10,331,742 shares outstanding at March 31, 1995 and 10,287,683 outstanding at September 30, 1994 $ 51,659 $ 51,438 Capital surplus, paid in 85,771 85,150 Retained earnings 28,083 15,159 Employee stock ownership plan guarantee (1,800) (2,200) ________ ________ Total Common Shareholders' Equity 163,713 149,547 Long-term debt, net of current portion 124,416 126,966 _______ _______ Total Capitalization 288,129 276,513 _______ _______ Current Liabilities: Notes payable to banks 11,600 24,600 Long-term debt, current portion 23,917 26,667 Accounts payable 15,479 17,805 Accrued interest 4,038 4,124 Accrued taxes 20,653 --- Refundable gas costs 95 106 Pipeline transition costs payable 3,249 573 Other 4,031 4,483 _______ _______ Total Current Liabilities 83,062 78,358 _______ _______ Accumulated Deferred Income Taxes 33,639 41,439 Unfunded Deferred Income Taxes 25,296 32,150 Accumulated Deferred Investment Tax Credits 9,646 9,835 Reserve for Environmental Cleanup Costs 35,000 35,000 Unfunded Postretirement Benefits Costs 1,904 1,419 Deferred Gas Costs 13,375 --- Other Deferred Credits 7,040 6,804 ______ _______ Commitments and Contingencies (Note 3) Total Capitalization and Liabilities $497,091 $481,518 ________ ________ ________ ________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1995 1994 _______ ______ (Thousands of Dollars, except share information) Operating Revenues $116,756 $134,369 Less: Cost of Gas 63,162 74,004 _______ _______ Revenues, net of cost of gas 53,594 60,365 _______ _______ Other Operating Expenses: Operations 15,017 14,223 Maintenance 1,882 2,075 Depreciation 4,371 4,323 Federal and state income taxes 9,560 13,194 Taxes other than income taxes 7,596 8,574 Organizational charges (Note 4) 593 --- _______ _______ Total Other Operating Expenses 39,019 42,389 _______ _______ Operating Income 14,575 17,976 Other Income, net 1,223 645 _______ _______ Income Before Interest Charges 15,798 18,621 Interest Charges, net 4,048 3,425 _______ _______ Income Before Preferred Dividends 11,750 15,196 Preferred Dividends --- 274 _______ _______ Net Income $ 11,750 $ 14,922 _______ _______ _______ _______ Total Earnings per Common Share $ 1.14 $ 1.45 _______ _______ _______ _______ Common Shares Outstanding (Average) 10,312,933 10,287,683 __________ __________ __________ __________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Six Months Ended March 31, 1995 1994 ____ ____ (Thousands of Dollars, except share information) Operating Revenues $199,040 $226,155 Less: Cost of Gas 106,943 122,305 _______ _______ Revenues, net of cost of gas 92,097 103,850 _______ _______ Other Operating Expenses: Operations 27,615 26,739 Maintenance 3,279 3,642 Depreciation 8,421 8,696 Federal and state income taxes 14,485 21,175 Taxes other than income taxes 12,877 14,178 Organizational charges (Note 4) 593 --- _______ _______ Total Other Operating Expenses 67,270 74,430 _______ _______ Operating Income 24,827 29,420 Other Income, net 2,142 1,193 _______ _______ Income Before Interest Charges 26,969 30,613 Interest Charges, net 7,760 6,783 _______ _______ Income Before Preferred Dividends 19,209 23,830 Preferred Dividends --- 548 _______ _______ Net Income $ 19,209 $ 23,282 _______ _______ _______ _______ Total Earnings per Common Share $ 1.86 $ 2.26 _______ _______ _______ _______ Common Shares Outstanding (Average) 10,300,308 10,287,683 __________ __________ __________ __________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended March 31, __________________ 1995 1994 ____ ____ (Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Income before preferred dividends $19,209 $23,830 Adjusted for the following: Depreciation 8,421 8,696 Equity earnings from investments (2,494) (1,666) Deferred income taxes, net (7,896) (4,800) Deferred gas costs activity and other non-cash items 21,145 13,653 Changes in working capital: Accounts receivable and accrued utility revenues (31,624) (53,272) Accounts payable (2,326) 3,887 Accrued taxes 24,005 29,572 Other working capital (excludes cash) 9,353 10,630 _______ _______ Net cash provided by operating activities 37,793 30,530 _______ _______ CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock 221 --- Premium on common stock 699 --- Retirement of long-term debt (5,300) (5,300) Increase (decrease) in short-term debt (13,000) 6,000 Cash dividends-preferred stock --- (548) Cash dividends-common stock (6,282) (5,966) ________ ________ Net cash used for financing activities (23,662) (5,814) ________ ________ INVESTMENT IN PLANT AND OTHER: Utility Plant, net of allowance for other funds used during construction (9,429) (8,193) Investment in non-utility plant --- (1,000) Iroquois distribution 735 1,101 _______ ________ Net cash used for plant and other investments (8,694) (8,092) ________ _______ Net Increase in Cash and Temporary Cash Investments for the Period 5,437 16,624 Cash and Temporary Cash Investments, beginning of period 602 6,509 ________ ________ Cash and Temporary Cash Investments end of period $ 6,039 $23,133 ________ _______ ________ _______ Supplemental Cash Flow Information: Cash paid during the period for: Interest, net of amounts capitalized $ 7,400 $ 7,230 Income taxes $ 2,470 $ 1,609 The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1) GENERAL The accompanying unaudited consolidated financial statements should be read in conjunction with the Annual Report of Yankee Energy System, Inc. (Yankee Energy or the Company) on Form 10-K for the fiscal year ended September 30, 1994 (1994 Form 10-K), including the audited financial statements (and notes thereto) incorporated by reference therein and the Company's quarterly report on Form 10-Q for the quarter ended December 31, 1994 (First Quarter Form 10-Q). In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position of the Company as of March 31, 1995, and its results of operations for the three and six months ended March 31, 1995 and 1994 and cash flows for the six months ended March 31, 1995 and 1994. The results of operations for the three and six months ended March 31, 1995 and 1994 are not necessarily indicative of the results expected for a full year, due mainly to the highly seasonal nature of the gas business. 2) ACCOUNTING FOR THE EFFECTS OF REGULATION Yankee Gas is subject to regulation by the Connecticut Department of Public Utility Control (DPUC). The Company prepares its financial statements in accordance with generally accepted accounting principles which includes the provisions of Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation" (FAS No. 71). FAS No. 71 requires a cost-based, rate-regulated enterprise such as Yankee Gas to reflect the impact of regulatory decisions in its financial statements. The DPUC, through the rate regulation process, can create regulatory assets that result when costs are allowed for ratemaking purposes in a period other than the period in which the costs would be charged to expense by an unregulated enterprise. Following the provisions of FAS No. 71, the Company has recorded regulatory assets or liabilities as appropriate primarily related to deferred gas costs, pipeline transition costs, environmental cleanup costs, income taxes and postretirement benefits costs. The specific amounts related to these items are disclosed in the consolidated balance sheets. For additional information about these items see the 1994 Form 10-K. Yankee Gas continues to be subject to cost-of-service based rate regulation by the DPUC. Based upon current regulation and recent regulatory decisions, the Company believes that its use of regulatory accounting is appropriate and in accordance with the provisions of FAS No. 71. 3) COMMITMENTS AND CONTINGENCIES TRANSITION COSTS - ORDER NO. 636: The three major pipeline systems serving Yankee Gas (Iroquois Gas Transmission System, Tennessee Gas Pipeline Company and Algonquin Gas Transmission Company and its affiliate, Texas Eastern Transmission Company), have all restructured their services pursuant to Federal Energy Regulatory Commission (FERC) Order No. 636. Iroquois was designed and constructed as a transportation-only pipeline, and as such, its restructuring has very minimal impact. Through March 31, 1995, Yankee Gas has paid and recovered, in accordance with the July 8, 1994 Department of Public Utility Control (DPUC) decision, substantially all transition costs billed to date. The Company expects its ultimate liability for transition costs to be approximately $15 million, depending upon the results of filings by the pipeline systems. GAS SUPPLY HEDGING ACTIVITIES: The Company has gas service agreements with two customers to supply gas at fixed prices. Because the Company purchases gas on a variable price basis, it has found it necessary to hedge gas prices with derivatives to respond to customers' need for long term fixed pricing. Both agreements are similar in structure in that the Company executed a commodity swap contract with a commodity trading firm. Under a master commodity swap agreement, the price of a specified quantity of gas is fixed over the term of the gas service agreement with the customer. In both cases, the Company is acting as an agent using its credit to provide fixed pricing to its customers using a commodity swap. The Company's results of operations are unaffected by the hedge transaction given that it passes through the cost of the hedge to either the commodity trading firm or its customer depending on the difference in the fixed and floating prices for gas. Also, the customers are accountable for all costs incurred by the Company to execute and maintain the commodity swap contract. Of the two gas service hedging agreements currently in force, only one is material relative to the significance of gas volumes being hedged. This agreement has a ten year term and requires the Company to supply approximately one BCF of gas per year, with relatively low margin, at a fixed price beginning August 1, 1995. The price is allowed to escalate by a predetermined rate every year after the first year. The commodity swap contract for this hedging agreement was executed August 17, 1994. Although gas purchases under the contract will not commence until August 1995, the Company is responsible for margin calls collateralizing the commodity swap contract from August 17, 1994 through the term of the gas service agreement. Currently, the Company has a letter of credit in the amount of $1.5 million issued to the commodity trading firm collateralizing the commodity contract. There have been no other material developments in this area. For a detailed description of the items that comprise commitments and contingencies of the Company, see the 1994 Form 10-K. 4) ORGANIZATIONAL CHARGES Organizational charges represent the present value of excess retirement benefits, above and beyond the Company's normal employee benefit plans, provided to the former chief executive officer who retired effective March 1, 1995. The Company is currently undergoing a company-wide business transformation review, the objectives of which are to improve the efficiency of business processes, reduce costs and increase revenues. It is anticipated that the Company will incur additional organizational charges in fiscal 1995. The amount of any additional organizational charges has not been determined at this time. 5) OTHER The Company issued 44,059 new shares of common stock during the three months ended March 31, 1995 under its Shareholder Investment Plan. On January 20, 1995, the name of Yankee Energy Production Services, Inc. was changed to Yankee Energy Services Company to better reflect the services provided by the subsidiary company. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Management of Yankee Energy System, Inc.: We have reviewed the accompanying consolidated balance sheet of Yankee Energy System, Inc. (a Connecticut corporation) and subsidiaries (the Company) as of March 31, 1995, and the related consolidated statements of income for the three and six month periods then ended and cash flows for the six month period then ended. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. Arthur Andersen LLP Hartford, Connecticut April 28, 1995 YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations This section contains management's assessment of the financial condition of Yankee Energy System, Inc. (the Company or Yankee Energy) and the principal factors which had an impact on the results of operations in the periods presented. This discussion should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended September 30, 1994, including the audited consolidated financial statements (and notes thereto) incorporated by reference therein, and the Company's quarterly report on Form 10-Q for the quarter ended December 31, 1994. FINANCIAL CONDITION OVERVIEW Consolidated earnings per share for the quarter ended March 31, 1995 were $1.14 based on 10,312,993 average common shares, compared to $1.45 per share earned for the same period a year earlier. For the six months ended March 31, 1995, earnings were $1.86 per share based on 10,300,308 average common shares compared to $2.26 per share for the six months ended March 31, 1994. The Company issued 44,059 new shares of common stock during the three months ended March 31, 1995 under its Shareholder Investment Plan. All prior periods per share amounts are based on 10,287,683 average common shares outstanding. The decreases in earnings for the three and six month periods ended March 31, 1995 were due to weather that was approximately 18 and 17 percent warmer respectively, compared to the same periods a year earlier. This warmer weather caused firm sales to decrease approximately 15 and 14 percent for the three and six month periods ended March 31, 1995 respectively, compared to the same periods a year earlier. Higher operating expenses in fiscal 1995 compared to fiscal 1994 also contributed to the decrease in earnings for the three and six month periods ended March 31, 1995. These decreases in earnings were partially offset by higher interruptible sales compared to last year as gas prices continued to be competitive with oil for interruptible customers who can use either fuel. Additionally, the Company recorded lower income tax expense as a result of lower income from operations and a lower effective tax rate for both periods compared to last year. RESULTS OF OPERATIONS COMPARISON OF THE SECOND QUARTER OF FISCAL 1995 WITH THE SECOND QUARTER OF FISCAL 1994 REVENUES AND SALES Operating revenues decreased $17.6 million in the second quarter of fiscal 1995 compared with the same period in the prior fiscal year. The components of the change in operating revenues are as follows: Changes in Operating Revenues (Millions of Dollars) Increase/(Decrease) Firm and other (excluding gas cost recoveries): Sales, transportation and other $ (8.7) _____ Subtotal - Firm and other (8.7) _____ Interruptible sales and transportation (excluding gas cost recoveries): 2.0 _____ Total - Excluding gas cost recoveries (6.7) Plus: Gas cost recoveries (10.9) ______ Total change in operating revenues $(17.6) ______ ______ The corresponding changes in the Company's throughput were as follows: Quarter Ended March 31, 1995 1994 Increase/(Decrease) (Mcf - thousands) Firm sales and transportation 12,875 14,726 (1,851) Interruptible sales and transportation 3,020 1,510 1,510 ______ ______ ______ Total 15,895 16,236 (341) ______ ______ ______ ______ ______ ______ Firm and other revenues (excluding gas cost recoveries) decreased for the second quarter of fiscal 1995 compared to the same period in fiscal 1994 due to a 15 percent decrease in firm sales resulting from weather that was 18 percent warmer this year compared to last year. Interruptible margin increased $2.0 million for the three months ended March 31, 1995 compared to the three months ended March 31, 1994 primarily due to lower gas costs making gas more economical for interruptible customers who can use alternative fuels. Gas cost recoveries decreased due to lower firm sales in the second quarter of fiscal 1995 compared to the same period in fiscal 1994 and lower per-unit gas costs. COST OF GAS Cost of gas decreased $10.8 million for the three months ended March 31, 1995 compared to the three months ended March 31, 1994 due to lower firm sales and per-unit gas costs offset by the undercollection of gas costs in fiscal 1994. The components of cost of gas were as follows: Quarter Ended March 31, 1995 1994 (Millions of Dollars) Actual gas purchases $48.0 $60.2 Affect of purchased gas adjustment (PGA) clause 15.2 13.8 _____ _____ Total expense $63.2 $74.0 _____ _____ _____ _____ OTHER OPERATING EXPENSES Total other operating expenses decreased $3.4 million in the second quarter of fiscal 1995 compared with the same period in the prior year as a result of the following items: Operations and maintenance expenses increased $0.6 million in the second quarter of fiscal 1995 compared to the second quarter of fiscal 1994 due to higher outside services primarily related to the Company's transformation efforts. Federal and state income taxes, including the portion contained in Other Income, decreased $3.6 million due to lower income from operations and a lower effective tax rate in the second quarter of fiscal 1995 compared to the same period in fiscal 1994. Taxes other than income taxes decreased $1.0 million for the three months ended March 31, 1995 compared to the three months ended March 31, 1994 primarily due to lower Connecticut Gross Earnings taxes resulting from lower revenues in the current period compared to the same period a year earlier. Organizational charges represent the present value of excess retirement benefits above and beyond the Company's normal employee benefit plans provided to the former chief executive officer who retired effective March 1, 1995. The Company is currently undergoing a company-wide business transformation review, the objectives of which are to improve the efficiency of business processes, reduce costs and increase revenues. It is anticipated that the Company will incur additional organizational charges in fiscal 1995. The amount of any additional organizational charges has not been determined at this time. Other income (excluding federal and state income taxes) increased $0.6 million in the second quarter of fiscal 1995 compared to the second quarter of fiscal 1994 due to higher earnings associated with Housatonic's investment in Iroquois. Interest charges increased $0.6 million for the three months ended March 31, 1995 compared to the same period ended March 31, 1994 due to higher levels of short-term debt and higher interest on the Company's PGA balance in the current period. COMPARISON OF THE FIRST SIX MONTHS OF FISCAL 1995 WITH THE FIRST SIX MONTHS OF FISCAL 1994 REVENUES AND SALES Operating revenues decreased $27.1 million in the first six months of fiscal 1995 compared with the same period in the prior fiscal year. The components of the change in operating revenues are as follows: Changes in Operating Revenues (Millions of Dollars) Increase/(Decrease) Firm and other (excluding gas costs recoveries): Sales, transportation and other $(14.5) _______ Subtotal - Firm and other (14.5) _______ Interruptible sales and transportation (excluding gas cost recoveries): 2.9 _______ Total - Excluding gas cost recoveries (11.6) Plus: Gas cost recoveries (15.5) _______ Total change in operating revenues $(27.1) _______ _______ The corresponding changes in the Company's throughput were as follows: Six Months Ended March 31, 1995 1994 Increase/(Decrease) (Mcf - thousands) Firm sales and transportation 21,734 24,547 (2,813) Interruptible sales and transportation 6,210 4,093 2,117 ______ _______ ______ Total 27,944 28,640 (696) _______ ______ ______ Firm and other revenues (excluding gas cost recoveries) decreased for the first six months of fiscal 1995 compared to the same period in fiscal 1994 due to a 14 percent decrease in firm sales resulting from weather that was 17 percent warmer this year compared to last year. Interruptible margin increased $2.9 million for the six months ended March 31, 1995 compared to the six months ended March 31, 1994 primarily due to lower gas costs making gas more economical for interruptible customers who can use alternative fuels. Gas cost recoveries decreased due to lower firm sales in the second quarter of fiscal 1995 compared to the same period in fiscal 1994 and lower per-unit gas costs. COST OF GAS Cost of gas decreased $15.4 million for the six months ended March 31, 1995 compared to the six months ended March 31, 1994 due to lower firm sales and per-unit gas costs offset by the undercollection of gas costs in fiscal 1994. The components of cost of gas were as follows: Six Months Ended March 31, 1995 1994 (Millions of Dollars) Actual gas purchases $ 88.9 $106.8 Affect of purchased gas adjustment (PGA) clause 18.0 15.5 _____ ______ Total expense $106.9 $122.3 ______ ______ ______ ______ OTHER OPERATING EXPENSES Total other operating expenses decreased $7.2 million in the first six months of fiscal 1995 compared with the same period in the prior year as a result of the following items: Operations and maintenance expenses increased $0.5 million in the first six months of fiscal 1995 compared with the same period a year earlier due to higher payroll and benefits expenses as well as outside services primarily related to the Company's transformation efforts. These increases were offset by lower uncollectible accounts expense in the first six months of this fiscal year compared to the first six months of last fiscal year. Depreciation expense decreased $0.3 million in the first six months of fiscal 1995 compared with the same period a year earlier due to a change in the estimated accrual rate for cost of removal. Federal and state income taxes, including the portion contained in Other Income, decreased $6.8 million resulting from lower income from operations and a lower effective tax rate this year compared to last year. Taxes other than income taxes decreased $1.3 million for the six months ended March 31, 1995 compared to the six months ended March 31, 1994 primarily due to lower Connecticut Gross Earnings taxes resulting from lower revenues in fiscal 1995 offset by higher municipal taxes. Organizational charges represent the present value of excess retirement benefits above and beyond the Company's normal employee benefit plans provided to the former chief executive officer who retired effective March 1, 1995. The Company is currently undergoing a company-wide business transformation review, the objectives of which are to improve the efficiency of business processes, reduce costs and increase revenues. It is anticipated that the Company will incur additional organizational charges in fiscal 1995. The amount of any additional organizational charges has not been determined at this time. Other income (excluding federal and state income taxes) increased $0.9 million in the first six months of fiscal 1995 due to higher earnings associated with Housatonic's investment in Iroquois. Interest charges increased $1.0 million for the six months ended March 31, 1995 compared to the same period ended March 31, 1994 due to higher levels of short-term debt in the current period. LIQUIDITY AND CAPITAL RESOURCES Cash and temporary cash investments at March 31, 1995 totaled $6.0 million. Principal sources of cash for the six months ended March 31, 1995 were net income, the overcollection of gas costs and the timing of the second quarter income tax payments. These funds were used primarily to reduce short-term debt, meet sinking fund requirements, dividend payments and capital expenditures. Additionally, cash flows decreased as a result of the large accounts receivable balance as of March 31, 1995, which is typical due to the highly seasonal nature of the Company's revenues. The Company expects that cash provided from accounts receivable will increase in the next six months as those balances are converted into cash. Expenditures for utility plant and other investments totaled $9.4 million for the first six months of fiscal 1995, reflecting a $1.2 million increase from the same period in fiscal 1994. As discussed above, during the first six months of fiscal 1995, construction additions were supported by cash from operations. The seasonal nature of gas revenues, inventory purchases and construction expenditures create a need for short-term borrowing to supplement internally generated funds. During the second quarter of fiscal 1995, Yankee Gas increased its revolving line of credit with a group of five banks to $60 million. Under the agreement, funds may be borrowed on a short-term revolving basis using either fixed or variable rate loans. Yankee Gas also increased its uncommitted credit lines to $27 million during this quarter. Yankee Gas increased its lines of credit at this time to meet sinking fund requirements and general operating expenses. At March 31, 1995, Yankee Gas had no borrowings outstanding on its agreements. In addition, Yankee Energy had $11.6 million outstanding at March 31, 1995 on its $15 million committed line of credit. The long-term credit needs of Yankee Gas are being met by a first mortgage bond indenture which provides for the issuance of bonds from time to time, subject to certain issuance tests. On April 1, 1995, the Company redeemed $18 million of Series A First Mortgage Bonds which matured on that date with a combination of surplus cash and short-term debt. This amount is classified as "long-term debt, current portion" in the accompanying balance sheets. The Company plans to issue approximately $20 million principal amount bonds with a ten-year maturity on or after July 1, 1995. The proceeds will be used to repay short-term debt that was incurred to redeem the $18 million Series A First Mortgage Bonds. The Company has entered into fixed revenue-rate contracts with two customers for the delivery of natural gas. The Company has hedged these commitments with the purchase of natural gas swaps. In order to satisfy certain provisions of the arrangement, the Company has provided a letter of credit for $1.5 million. The Company's results of operations are unaffected by the hedge transaction given that it passes through the cost of the hedge to either the commodity trading firm or its customer depending on the difference in the fixed and floating prices for gas. For the six months ended March 31, 1995, the Company issued 44,059 new shares of common stock under the Company's Shareholder Investment Plan which is described in a registration statement filed by the Company (No. 33-56323) and declared effective by the Securities and Exchange Commission on January 13, 1995. PART II - OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Meeting of Yankee Energy Shareholders on February 24, 1995, the following directors were elected to three-year terms expiring at the 1998 Annual Meeting: Eileen S. Kraus, Philip T. Ashton and Branko Terzic. Directors continuing in office are Thomas H. O'Brien, Nicholas L. Trivisonno, Frederick M. Lowther, Leonard A. O'Connor and Emery G. Olcott. Shareholders also ratified the appointment of Arthur Andersen LLP as the Company's independent auditors. Item 5. OTHER INFORMATION None. Item 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits Exhibit 27 - Financial Data Schedule b. Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. YANKEE ENERGY SYSTEM, INC. __________________________ (Registrant) Date: May 12, 1995 /s/ Michael E. Bielonko ___________________________ Michael E. Bielonko Vice President and Chief Financial Officer Date: May 12, 1995 /s/ Nicholas A. Rinaldi ___________________________ Nicholas A. Rinaldi Controller