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 DECEMBER 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 JANUARY 31, 1996 10,424,457 YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - December 31, 1995 and September 30, 1995 Consolidated Statements of Income - Three Months Ended December 31, 1995 and 1994 Consolidated Statements of Cash Flows - Three Months Ended December 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 11. OTHER INFORMATION 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 DECEMBER 31, SEPTEMBER 30, 1995 1995 ____ ____ (UNAUDITED) (Thousands of Dollars) ASSETS Utility Plant, at original cost $ 494,334 $ 488,540 Less: Accumulated provision for depreciation 176,105 174,522 _________ _________ 318,229 314,018 Construction work in progress 7,568 10,852 _________ _________ Total Net Utility Plant 325,797 324,870 _________ _________ Other Property and Investments 30,302 30,565 _________ _________ Current Assets: Cash and temporary cash investments 1,075 725 Accounts receivable, net 45,770 22,044 Fuel supplies 8,966 10,611 Other materials and supplies 1,527 1,625 Recoverable gas costs 1,237 1,713 Accrued utility revenues 22,060 5,638 Prepaid taxes --- 281 Other 3,524 4,069 _________ _________ Total Current Assets 84,159 46,706 _________ _________ Deferred Gas Costs --- 2,261 Recoverable Environmental Cleanup Costs 38,331 38,331 Recoverable Income Taxes 24,964 27,575 Recoverable Postretirement Benefits Costs 1,329 2,390 Other Deferred Debits 13,057 6,603 ________ __________ Total Assets $ 517,939 $ 479,301 ________ __________ ________ __________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, SEPTEMBER 30, 1995 1995 ____ ____ (UNAUDITED) (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Capitalization: Common shares - $5.00 par value. Authorized 20,000,000 shares; 10,422,068 shares outstanding at December 31, 1995 and 10,396,522 outstanding at September 30, 1995 $ 52,110 $ 51,982 Capital surplus, paid in 87,373 86,862 Retained earnings 21,267 14,709 Employee stock ownership plan guarantee (1,400) (1,800) _________ _______ Total Common Shareholders' Equity 159,350 151,753 Long-term debt, net of current portion 140,499 141,049 _________ _______ Total Capitalization 299,849 292,802 _________ _______ Current Liabilities: Notes payable to banks 45,216 28,525 Long-term debt, current portion 3,917 5,917 Accounts payable 23,625 18,300 Accrued interest 4,012 3,569 Accrued taxes 7,485 --- Refundable gas costs 343 697 Pipeline transition costs payable 603 962 Other 9,700 5,593 ________ ________ Total Current Liabilities 94,901 63,563 ________ ________ Accumulated Deferred Income Taxes 41,337 39,513 Unfunded Deferred Income Taxes 24,941 27,557 Accumulated Deferred Investment Tax Credits 9,363 9,457 Reserve for Environmental Cleanup Costs 35,000 35,000 Unfunded Postretirement Benefits Costs 2,632 2,390 Other Deferred Credits 9,916 9,019 _______ _______ Commitments and Contingencies (Note 3) Total Capitalization and Liabilities $ 517,939 $ 479,301 ________ ________ ________ ________ 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 DECEMBER 31, __________________ 1995 1994 ____ ____ (Thousands of Dollars, Except Share Information) Operating Revenues $ 98,158 $ 82,284 Less: Cost of Gas 53,419 43,781 ______ ______ Revenues, net of cost of gas 44,739 38,503 ______ ______ Other Operating Expenses: Operations 13,160 12,598 Maintenance 1,487 1,397 Depreciation 4,150 4,050 Federal and state income taxes 7,705 4,926 Taxes other than income taxes 5,631 5,281 Organizational charges 93 --- ______ ______ Total Other Operating Expenses 32,226 28,252 ______ ______ Operating Income 12,513 10,251 Other Income, net 1,276 919 ______ ______ Income Before Interest Charges 13,789 11,170 Interest Charges, net 3,952 3,711 ______ ______ Net Income $ 9,837 $ 7,459 ______ _____ ______ _____ Total Earnings per Common Share $ 0.95 $ 0.73 ______ _____ ______ _____ Average Common Shares Outstanding 10,408,970 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) THREE MONTHS ENDED DECEMBER 31, 1995 1994 ____ ____ (Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 9,837 $ 7,459 Adjusted for the following: Depreciation 4,150 4,050 Equity earnings from investments (1,396) (1,013) Deferred income taxes, net 1,523 (605) Deferred gas cost activity and other non-cash items 2,271 5,422 Changes in working capital: Accounts receivable and accrued utility revenues (40,148) (23,455) Accounts payable 5,325 176 Accrued taxes 7,767 7,017 Other working capital (excludes cash) 2,915 1,582 ________ _______ Net cash provided by (used for) operating activities (7,756) 633 _________ _______ CASH FLOWS FROM FINANCING ACTIVITES: Premium on common stock issuance 475 --- Issuance of common stock 127 --- Retirement of long-term debt (2,550) (5,300) Increase (decrease) in short-term debt 16,691 12,600 Cash dividends-common stock (3,277) (3,138) _________ ________ Net cash provided by financing activities 11,466 4,162 ________ ________ INVESTMENT IN PLANT AND OTHER: Utility Plant, net of allowance for other funds used during construction (4,896) (4,931) Other property and investments (39) --- Iroquois distribution 1,575 735 _______ _______ Net cash used for plant and other investments (3,360) (4,196) ________ _______ NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS FOR THE PERIOD 350 599 Cash and Temporary Cash Investments, beginning of period 725 602 ________ _______ Cash and Temporary Cash Investments, end of period $ 1,075 $ 1,201 ________ _______ ________ _______ Supplemental Cash Flow Information: Cash paid during the period for: Interest, net of amounts capitalized $ 3,319 $ 3,525 Income taxes $ 3,256 $ 25 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, 1995 (1995 Form 10-K) including the audited financial statements (and notes thereto) incorporated by reference therein. 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 December 31, 1995, and its results of operations for the three months ended December 31, 1995 and 1994 and cash flows for the three months ended December 31, 1995 and 1994. The results of operations for the three months ended December 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 The Company's wholly-owned subsidiary, Yankee Gas Services Company (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 71). FAS 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 71, the Company has recorded regulatory assets or liabilities as appropriate primarily related to deferred gas costs, pipeline transition costs, hardship customer receivables, 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 1995 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 71. Iroquois is subject to regulation by the Federal Energy Regulatory Commission (FERC). 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 636. Through December 31, 1995, Yankee Gas has paid and recovered, in accordance with a July 8, 1994 DPUC decision, approximately $14.4 million of transition costs and an additional $0.6 million are anticipated. To date, Yankee Gas has collected $24.6 million through a combination of gas supplier refunds, deferred gas costs credits and excess interruptible margins. On January 3, 1996, the DPUC approved a Settlement Agreement between Yankee Gas and the Office of Consumer Counsel (OCC). This three-year Settlement Agreement provides for the retention of overcollected transition cost credits to offset certain deferred expenses. As a result of this Settlement Agreement, Yankee Gas has stipulated that, except in the event of certain circumstances which would adversely affect Yankee Gas' financial condition, it will not increase its rates prior to September 30, 1998. FIRM TRANSPORTATION: On August 2, 1995, the DPUC issued a Final Decision in Docket No. 94-11-12, DPUC Review of Connecticut Local Distribution Companies' Cost of Service Study Methodologies. The docket was intended to investigate the issues surrounding the development of firm transportation (FT) rates at the state level in response to FERC Order No. 636. The Decision provides guidelines for the development of FT rates to be offered by the State's three Local Distribution Companies (LDCs), one of which is Yankee Gas. Each LDC filed specific FT rate proposals in separate company rate dockets. An FT rate option will be implemented and will be available to all commercial and industrial customers no later than April 1, 1996. On September 5, 1995, Yankee Gas submitted an updated cost of service study and FT tariffs in compliance with the Decision in Docket No. 92-02-19, Application of Yankee Gas Services Company for an Increase in Rates - Reopen I. This filing did not address Yankee Gas' revenue requirements and maintained the existing margin recovery and rates of return established in the last rate case decision issued for Yankee Gas in 1992. A Final Decision was issued on January 24, 1996 requiring the Company to file revised tariffs in compliance with this Decision no later than February 14, 1996 for implementation on April 1, 1996. 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. 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 $3.25 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 1995 Form 10-K. 4) ORGANIZATIONAL CHARGES 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. The Company incurred $5.4 million of organizational charges in fiscal year 1995 and it is anticipated that the Company will incur additional organizational charges in fiscal 1996. The amount of any additional organizational charges has not been determined at this time. 5) TEMPORARY CASH INVESTMENTS The Company's temporary cash investments consist of highly liquid investments with insignificant interest rate risk and original maturities of three months or less at date of acquisition. 6) OTHER The Company issued 25,026 new shares of common stock during the three months ended December 31, 1995 under its Shareholder Investment Plan and 520 shares under its Long- Term Incentive Plan. 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 December 31, 1995, and the related consolidated statements of income and cash flows for the three-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 January 31, 1996 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, 1995, including the audited consolidated financial statements (and notes thereto) incorporated by reference therein. FINANCIAL CONDITION Overview Consolidated earnings per share were $0.95 for the three months ended December 31, 1995 based on 10,408,970 average common shares, compared to $0.73 per share for the same period a year earlier based on 10,287,683 average common shares. The Company issued 25,026 new shares of common stock under its Shareholder Investment Plan and 520 new shares under its Long-Term Incentive Plan during the three months ended December 31, 1995. The increase in earnings for the three month period ended December 31, 1995, was primarily due to an increase in firm sales resulting from weather that was 20 percent colder than last year and 2 percent colder than normal. The colder weather caused a 20 percent increase in firm gas heating sales and contributed to an increase in operating margin of $6 million or 16 percent. This increase was partially offset by higher income tax expense as a result of increased income from operations and a higher effective tax rate for this quarter compared to last year. RESULTS OF OPERATIONS COMPARISON OF THE FIRST QUARTER OF FISCAL 1996 WITH THE FIRST QUARTER OF FISCAL 1995 REVENUES AND SALES Operating revenues increased $15.9 million in the first quarter of fiscal 1996 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 Increase/(Decrease) (Millions of Dollars) Firm and other (excluding gas cost recoveries): Sales, transportation and other $ 6.8 ____ Subtotal - Firm and other 6.8 ____ Interruptible (excluding gas cost recoveries): Sales and transportation (0.3) _____ Subtotal - Interruptible (0.3) _____ Total - Excluding gas cost recoveries 6.5 Plus: Gas cost recoveries 9.4 _____ Total change in operating revenues $15.9 ______ ______ The corresponding changes in the Company's throughput were as follows: Quarter Ended December 31, (Mcf - thousands) 1995 1994 Increase/(Decrease) Firm sales and transportation 10,623 8,860 1,763 Interruptible sales and transportation 2,880 3,189 (309) ______ _____ ______ Total 13,503 12,049 1,454 ______ ______ ______ ______ ______ ______ Firm and other revenues (excluding gas cost recoveries) increased for the first quarter of fiscal 1996 compared to the same period in fiscal 1995 due to a 20 percent increase in firm sales resulting from weather that was 20 percent colder this year compared to last year. Interruptible margin decreased $0.3 million for the three months ended December 31, 1995 compared to the three months ended December 31, 1994 primarily due to higher gas prices for interruptible customers who can use alternative fuels. Gas cost recoveries increased due to higher firm sales in the first quarter of fiscal 1996 compared to the same period in fiscal 1995 and higher per-unit gas costs. COST OF GAS Cost of gas increased $9.6 million for the three months ended December 31, 1995 compared to the three months ended December 31, 1994 due to higher gas prices and higher firm sales along with the recovery of undercollected gas costs in the first quarter of fiscal 1996 compared to the same period a year earlier. The components of cost of gas were as follows: Quarter Ended December 31, 1995 1994 ____ ____ (Millions of Dollars) Actual gas purchases $46.2 $40.9 Effect of purchased gas adjustment (PGA) clause 7.2 2.9 _____ _____ Total expense $53.4 $43.8 _____ _____ _____ _____ OTHER OPERATING EXPENSES Total other operating expenses increased $0.6 million in the first quarter of fiscal 1996 compared with the same period in the prior year as a result of the following items: Operations and maintenance expenses increased $0.7 million in the first quarter of fiscal 1996 compared to the first quarter of fiscal 1995 due primarily to higher uncollectible accounts expense as a result of increased revenues due to colder weather. These increases were offset by a reduction in payroll as a result of the company-wide business transformation. Federal and state income taxes, including the portion contained in Other Income, increased $2.8 million due to higher income from operations and a higher effective tax rate in the first quarter of fiscal 1996 compared to the same period in fiscal 1995. Other income increased $0.4 million in the first quarter of fiscal 1996 compared to the first quarter of fiscal 1995 due to higher earnings associated with Housatonic's investment in Iroquois. Interest charges increased $0.2 million for the three months ended December 31, 1995 compared to the same period ended December 31, 1994 due to an increase in short-term borrowings. LIQUIDITY AND CAPITAL RESOURCES Cash and temporary cash investments at December 31, 1995 totaled $1.1 million. Principal sources of cash for the three months ended December 31, 1995 were net income and the overcollection of gas costs. These funds were used primarily to reduce short-term debt, meet sinking fund requirements, dividend payments and capital expenditures. Expenditures for utility plant and other investments totaled $4.9 million for the first three months of fiscal 1996. During the first three months of fiscal 1996, construction additions were supported by short-term debt. The seasonal nature of gas revenues, inventory purchases and construction expenditures create a need for short-term borrowing to supplement internally generated funds. As of December 31, 1995, Yankee Gas had a revolving line of credit with a group of five banks of $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 had uncommitted credit lines of $27 million as of December 31, 1995. At December 31, 1995, Yankee Gas had $32.8 million outstanding on its agreements. In addition, Yankee Energy had $12.4 million outstanding at December 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 February 1, 1996, the Company's system real estate subsidiary, NorConn Properties, Inc., secured a $6 million bank term loan to refinance the Company's headquarters building for $4 million and to permanently finance the Company's new East Windsor service building for $2 million. Under the agreement, the interest rate is fixed at 6.24 percent for the seven year term of the loan and provides for an annual $0.3 million sinking fund payment. Other provisions of the agreement are for a parent guarantee and an assignment of rents. The refinancing of the headquarters building (9.55 percent interest rate) required the payment of a $0.2 million pre-payment penalty. 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 $3.25 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 three months ended December 31, 1995, the Company issued 25,026 new shares of common stock under the Company's Shareholder Investment Plan and 520 shares under its Long-Term Incentive Plan. PART II - OTHER INFORMATION 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 February 13, 1996 /s/ Michael E. Bielonko ___________________________ Michael E. Bielonko Vice President and Chief Financial Officer Date February 13, 1996 /s/ Nicholas A. Rinaldi ___________________________ Nicholas A. Rinaldi Controller