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 JUNE 30, 1998 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 JULY 31, 1998 10,523,185 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended June 30, 1998 1997 _______ ______ (Thousands of Dollars, except per share amounts) Revenues: Utility Revenues $ 46,283 $ 58,289 Nonutility Revenues 8,044 1,146 _______ _______ Total Revenues 54,327 59,435 _______ _______ Operating Expenses: Cost of Gas/Goods Sold 27,766 31,056 Operations 15,271 14,695 Maintenance 1,375 1,393 Depreciation and Amortization 4,994 4,632 Taxes other than Income Taxes 4,519 5,151 _______ _______ Total Operating Expenses 53,925 56,927 _______ _______ Operating Income 402 2,508 Other Income/Expense Other (Expense) Income, net (185) 30 Interest Expense, net 3,619 3,047 _______ ______ Loss Before Income Taxes (3,402) (509) Benefit for Income Taxes (1,500) (67) _______ ______ Net Loss (1,902) (442) _______ _______ _______ _______ Basic Loss Per Common Share $ (0.18) $ (0.04) _______ _______ _______ _______ Basic Weighted Average Shares Outstanding 10,507 10,451 _______ _______ _______ _______ Diluted Loss Per Common Share $ (0.18) $ (0.04) _______ _______ _______ _______ Diluted Weighted Average Shares Outstanding 10,512 10,453 _______ _______ _______ _______ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Nine Months Ended June 30, 1998 1997 ____ ____ (Thousands of Dollars, except per share amounts) Revenues: Utility Revenues $249,726 $279,490 Nonutility Revenues 20,389 3,194 _______ _______ Total Revenues 270,115 282,684 _______ _______ Operating Expenses: Cost of Gas/Goods Sold 144,781 154,048 Operations 45,423 42,620 Maintenance 3,990 4,711 Depreciation and Amortization 14,727 13,443 Taxes other than Income Taxes 16,630 18,700 _______ _______ Total Operating Expenses 225,551 233,522 _______ _______ Operating Income 44,564 49,162 Other Income/Expense Other Income, net 65 102 Interest Expense, net 10,547 9,599 _______ _______ Income Before Income Taxes 34,082 39,665 Provision for Income Taxes 16,083 17,750 _______ _______ Net Income $ 17,999 $ 21,915 _______ _______ _______ _______ Basic Earnings Per Common Share $ 1.72 $ 2.10 _______ _______ _______ _______ Basic Weighted Average Shares Outstanding 10,484 10,450 _______ _______ _______ _______ Diluted Earnings Per Common Share $ 1.72 $ 2.10 _______ _______ _______ _______ Diluted Weighted Average Shares Outstanding 10,491 10,452 ________ ________ ________ ________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, September 30, 1998 1997 ________ _________ (Unaudited) (Thousands of Dollars) ASSETS Utility Plant, at original cost $540,135 $524,221 Less: Accumulated provision for depreciation 204,103 192,506 ________ ________ 336,032 331,715 Construction work in progress 25,469 19,150 ________ ________ Total Net Utility Plant 361,501 350,865 ________ ________ Other Property and Investments 22,415 19,311 ________ ________ Current Assets: Cash and temporary cash investments 3,126 2,239 Accounts receivable, net 44,956 27,002 Fuel supplies 1,389 10,370 Other materials and supplies 2,310 2,186 Accrued utility revenues 3,306 4,667 Prepaid taxes --- 8,031 Deferred Gas cost, current portion 1,911 2,034 Other 6,643 5,901 _______ _______ Total Current Assets 63,641 62,430 _______ _______ Deferred Gas Costs, net --- 8,364 Recoverable Environmental Cleanup Costs 33,719 31,667 Recoverable Income Taxes 8,105 11,038 Recoverable Postretirement Benefits Costs 1,669 1,515 Other Deferred Debits 16,389 15,174 _______ _______ Total Assets $507,439 $500,364 _______ ________ _______ ________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, September 30, 1998 1997 _________ ____________ (Unaudited) (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Capitalization: Common shares - $5.00 par value. Authorized 20,000,000 shares; 10,520,579 shares outstanding at June 30, 1998 and 10,454,414 outstanding at September 30, 1997 $ 52,603 $ 52,272 Capital surplus, paid in 89,299 88,003 Retained earnings 33,794 26,431 Employee stock ownership plan guarantee (600) (1,000) ________ ________ Total Common Shareholders' Equity 175,096 165,706 Long-term debt, net of current portion 134,615 135,265 _______ _______ Total Capitalization 309,711 300,971 _______ _______ Current Liabilities: Notes payable to banks 40,700 39,000 Long-term debt, current portion 4,017 4,017 Accounts payable 18,526 22,741 Accrued interest 3,288 2,008 Accrued taxes 2,323 --- Pipeline transition costs payable 2,778 3,538 Other 5,279 6,480 _______ _______ Total Current Liabilities 76,911 77,784 _______ _______ Deferred Gas Costs 2,268 --- Accumulated Deferred Income Taxes 65,936 68,205 Accumulated Deferred Investment Tax Credits 8,420 8,703 Reserve for Environmental Cleanup Costs 35,000 35,000 Postretirement Benefits Costs 3,268 2,840 Other Deferred Credits 5,925 6,861 Commitments and Contingencies (Note 4) --- --- ______ ______ Total Capitalization and Liabilities $507,439 $500,364 ________ ________ ________ ________ The accompanying notes are an integral part of these financial statements. YANKEE ENERGY SYSTEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended June 30, __________________ 1998 1997 ____ ____ (Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $17,999 $21,915 Adjusted for the following: Depreciation and amortization 14,727 13,011 Equity earnings from investments (9) (60) Deferred income taxes, net 381 (1,166) Deferred gas costs activity and other non-cash items 6,717 10,469 Changes in working capital: Accounts receivable and accrued utility revenues (16,593) (8,859) Accounts payable (4,215) (7,975) Prepaid taxes 10,354 10,489 Other working capital (excludes cash) 7,582 7,492 _______ _______ Net cash provided by operating activities 36,943 45,316 _______ _______ CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from common stock issuance 1,630 87 Issuance of long-term debt -- 30,000 Retirement of long-term debt (650) (30,650) Increase (decrease) in short-term debt 1,700 (17,300) Cash dividends (10,636) (10,294) ________ ________ Net cash used for financing activities (7,956) (28,157) ________ ________ INVESTMENT IN PLANT AND OTHER: Utility Plant (23,909) (19,958) Other property and investments (4,191) (2,477) _______ ________ Net cash used for plant and other (28,100) (22,435) ________ _______ Net Increase (Decrease)in Cash and Temporary Cash Investments for the Period 887 (5,276) Cash and Temporary Cash Investments, beginning of period 2,239 7,853 ________ ________ Cash and Temporary Cash Investments, end of period $ 3,126 $ 2,577 ________ _______ ________ _______ Supplemental Cash Flow Information: Cash paid during the period for: Interest, net of amounts capitalized $ 9,403 $ 9,793 Income taxes $ 9,406 $ 9,779 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. (the Company) on Form 10-K for the fiscal year ended September 30, 1997 (1997 Form 10-K), including the audited financial statements (and notes thereto) incorporated by reference therein and the Company's quarterly reports on Form 10-Q for the quarters ended December 31, 1997 and March 31, 1998. 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 June 30, 1998, and its results of operations for the three and nine months ended June 30, 1998 and 1997 and cash flows for the nine months ended June 30, 1998 and 1997. The results of operations for the three and nine months ended June 30, 1998 and 1997 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, Yankee Gas 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 1997 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, Yankee Gas believes that its use of regulatory accounting is appropriate and in accordance with the provisions of FAS 71. 3) EARNINGS PER SHARE In fiscal 1998, the Company adopted Statement of Financial Accounting Standards No. 128, "Earnings per Share" (FAS 128), which changes the method for computing earnings per share and requires the Company to present basic and diluted earnings per share. As a result, all prior periods have been restated to reflect application of FAS 128. The effect of this accounting change on previously reported earnings per share data was immaterial. 4) COMMITMENTS AND CONTINGENCIES The Company faces a number of contingencies which arise during the normal course of business and which have been discussed in Note 9 (entitled "Commitments and Contingencies") to the Consolidated Financial Statements included in the Company's 1997 Form 10-K Report. Except as disclosed below, for the nine months ended June 30, 1998, there have been no material changes in the matters discussed in Note 9, to the Company's 1997 Form 10K Report. Rate Review: On July 9, 1997, the DPUC issued its decision in Docket No. 96-08-05. The DPUC decision, which is not a rate order, called for a lowering of Yankee Gas' authorized Return on Equity (ROE) from 12.43 percent to 11.15 percent. The DPUC believed that lower current interest rates and recently allowed rates of return for other Connecticut utilities justified a lower ROE for Yankee Gas. On October 1, 1997, the DPUC approved a settlement whereby Yankee Gas will credit approximately $3.2 million to firm sales customers through the Purchased Gas Adjustment (PGA) during fiscal year 1998. As of June 30, 1998 the entire $3.2 million has been accrued and approximately $2.9 million had been credited to firm sales customers. The remaining $0.3 million has been included in the Company's annual deferred fuel calculation and will be credited back to firm sales customers beginning in October 1998. The settlement also allows Yankee Gas to maintain its base rates until the end of fiscal year 2000, resulting in an eight-year period in which Yankee Gas will have gone without an increase in its base rates. Legal Issues: In November 1995, a purported class action suit was filed against Yankee Gas and the state's two other Local Distribution Companies (LDCs) by the Connecticut Heating and Cooling Contractors' Association, Inc. et al,. The action alleges that the LDCs unfairly competed with licensed plumbers and contractors by performing customer service work using customer service employees who did not possess state trade licenses. On January 27, 1998, the judge in this matter struck 31 out of the plaintiffs' 32 counts contained in their complaint leaving only one count alleging violations of Connecticut's anti-trust statute. The judge also noted that although the plaintiffs' action purports to be a class action, the plaintiffs have failed to obtain certification as such. Thereafter, the plaintiffs' filed another purported class action against all three LDCs alleging unfair trade practices and additional separate actions against each LDC alleging various business torts. While the ultimate resolution of the actions cannot be predicted, management does not expect that they will have a material adverse effect on the Company's consolidated results of operations or financial position. In fiscal 1996, Yankee Gas received revised property tax bills from the City of Meriden, Connecticut (the City). The City is asserting a claim for approximately $5.0 million for back taxes and interest resulting from a retroactive reassessment and revaluation of Yankee Gas' personal property filings. The City did not locate or identify any property which Yankee Gas omitted from its filings. The tax bills reflect a reassessment of property at higher rates than those previously accepted by the City. Yankee Gas is currently in the process of litigating this retroactive reassessment and the judge in this matter has recently recommended that the parties attempt mediation/arbitration of the issue. Although it is anticipated that the outcome of this claim will not have a material impact on the Company, based on the information available at this time, management cannot predict what the ultimate impact might be. Tax Audits: The Company is currently under audit by the State of Connecticut regarding its Gross Earnings Tax returns for the calendar years 1994, 1995, and 1996, by the City of Naugatuck, Connecticut regarding its Personal Property Tax Schedules for the years 1995, 1996, and 1997, and by the Internal Revenue Service regarding its Federal Income Tax Return for the calendar year 1995. All of these audits are in preliminary stages, and therefore the Company does not have sufficient information to determine the amount, if any, of additional liability that may result from these proceedings. However, the Company does not anticipate any of these audits to have a material effect on its financial position. 5) FORWARD-LOOKING STATEMENTS This report may contain statements which, to the extent they are not recitations of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (Reform Act). Such forward-looking statements involve risks and uncertainties. Actual results may differ materially from such forward-looking statements for reasons including, but not limited to, changes to and developments in the legislative and regulatory environments affecting the Company's business, the impact of competitive products and services, changes in the natural gas industry caused by deregulation and other factors, and certain environmental matters, as well as such other factors as set forth in the Company's Form 10-K for the year ended September 30, 1997. 6) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 7) RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform with current year presentation. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders 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 June 30, 1998, and the related consolidated statements of income for the three-month and nine-month periods then ended, and cash flows for the nine-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. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Yankee Energy System, Inc. as of September 30, 1997 (not presented herein), and, in our report dated November 7, 1997, we expressed an unqualified opinion on that statement. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 1997 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. Arthur Andersen LLP Hartford, Connecticut July 27, 1998 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Consolidated net losses were $1.9 million for the three months ended June 30, 1998 compared to $0.4 million for the same period a year earlier. The corresponding basic and diluted losses per share were $0.18 and $0.04 for the three months ended June 30, 1998 and 1997, respectively. Earnings for the third quarter of fiscal year 1998 decreased primarily due to weather that was 29 percent warmer than the same period last year and 14 percent warmer than normal. The Company estimates that warmer than normal weather reduced earnings by $0.9 million or $0.09 per share in the current quarter as compared with the prior year's quarter which experienced colder than normal weather which impacted earnings by $1.5 million or $0.15 per share. In addition, earnings decreased by approximately $0.4 million or $0.04 per share for the three months ended June 30, 1998, due to customer bill credits which were the result of a rate review settlement reached with the DPUC in October 1997. Yankee Energy Services Company (YESCo), the Company's major non-regulated subsidiary, was positively affected by the continued demand for HVAC and control services. These positive effects were offset by delays in gaining regulatory approvals for power projects. For the nine months ended June 30, 1998 both the diluted and basic earnings per share were $1.72 compared to $2.10 for the nine months ended June 30, 1997. The decrease in earnings is due to customer bill credits of approximately $1.9 million or $0.18 per share for the nine months ended June 30, 1998 and weather that was 7 percent warmer than the same period last year and 10 percent warmer than normal. Management estimates that warmer than normal weather reduced earnings by $4.5 million or $0.43 per share for the nine months ended June 30, 1998, and by $0.9 million or $0.9 per share for the nine months ended June 30, 1997. COMPARISON OF THE THIRD QUARTER OF FISCAL 1998 WITH THE THIRD QUARTER OF FISCAL 1997 OPERATING REVENUES Utility revenues decreased $12.0 million, or 21 percent, in the third quarter of fiscal 1998 compared with the same period in the prior fiscal year. This decrease was partially offset by a $6.9 million increase in operating revenues from nonutility operations. The components of the change in operating revenues are as follows: Three Months Ended June 30, Increase/ 1998 1997 (Decrease) (In Thousands) Firm sales $ 36,208 $ 48,827 $(12,619) Firm transportation 4,730 2,106 2,624 Interruptible/off-system sales 3,820 5,701 (1,881) Interruptible transportation 1,143 989 154 Other utility revenues 382 666 (284) _______ _______ _______ Total utility revenues 46,283 58,289 (12,006) Nonutility revenues 8,044 1,146 6,898 _______ _______ _______ Total operating revenues $ 54,327 $ 59,435 $( 5,108) _______ _______ _______ _______ _______ _______ The corresponding changes in Yankee Gas' throughput were as follows: Three Months Ended June 30, Increase/ (Mcf - thousands) 1998 1997 (Decrease) Firm sales 3,908 5,567 (1,659) Firm transportation 2,286 1,080 1,206 Interruptible/ off-system sales 1,078 1,459 (381) Interruptible transportation 1,578 1,907 (329) _______ ______ _____ Total throughput 8,850 10,013 (1,163) _______ ______ _____ _______ ______ _____ The change in utility revenues was due primarily to weather that was 29 percent warmer than the prior year and customer bill credits of $0.7 million which are reflected in the third quarter of fiscal 1998. In addition, an increasing number of commercial and industrial customers continue to shift from sales gas to transportation service resulting in a decrease in operating revenue. Interruptible revenues have decreased primarily as a result of lower oil prices in the current third quarter compared to the same period in the prior year. The increase in nonutility revenues in the third quarter of fiscal 1998 compared to the same period in fiscal 1997 is primarily due to additional activity resulting from acquisitions. OPERATING EXPENSES Total operating expenses decreased $3.0 million in the third quarter of fiscal 1998 compared with the same period in the prior year as a result of the following items: - Cost of gas decreased $9.1 million, or 30 percent, for the three months ended June 30, 1998 compared to the three months ended June 30, 1997 due primarily to a 21 percent reduction in utility revenues. - Cost of goods sold increased $5.8 million in the third quarter of fiscal 1998 compared to the third quarter of fiscal 1997 due to increased nonutility activity resulting primarily from acquisitions. - Operations and maintenance expenses increased $0.6 million, primarily due to increases in payroll, data center operations and expenses related to non-regulated subsidiary activity, partially offset by a decrease in pension expense from the utility subsidiary. - Depreciation and amortization expense increased $0.3 million, primarily due to additions in plant, property and investments. - Taxes other than income taxes decreased $0.6 million, primarily due to lower Connecticut gross earnings taxes in fiscal 1998 as a result of the reduction in revenues. INTEREST EXPENSE Interest expense increased $0.6 million primarily due to higher short-term debt outstanding. This increase was partially offset by a decrease in long-term debt interest expense, primarily due to refinancing of long-term debt at more favorable rates. INCOME TAXES Federal and state income taxes decreased $1.4 million primarily due to lower pre-tax income for the three months ended June 30, 1998 compared to the three months ended June 30, 1997. COMPARISON OF THE FIRST NINE MONTHS OF FISCAL 1998 WITH THE FIRST NINE MONTHS OF FISCAL 1997 OPERATING REVENUES Utility revenues decreased $29.8 million, or 11 percent, in the first nine months of fiscal 1998 compared with the same period in the prior fiscal year. This decrease was offset by a $17.2 million increase in operating revenues from nonutility operations. The components of the change in operating revenues are as follows: Nine Months Ended June 30, Increase/ 1998 1997 (Decrease) (In Thousands) Firm sales $211,565 $245,399 $(33,834) Firm transportation 14,668 5,163 9,505 Interruptible/off-system sales 17,278 24,296 (7,018) Interruptible transportation 2,631 1,984 647 Other utility revenues 3,584 2,648 936 _______ _______ _______ Total utility revenues 249,726 279,490 (29,764) Nonutility revenues 20,389 3,194 17,195 _______ _______ _______ Total operating revenues $270,115 $282,684 $(12,569) _______ _______ _______ _______ _______ _______ The corresponding changes in Yankee Gas' throughput were as follows: Nine Months Ended June 30, Increase/ (Mcf - thousands) 1998 1997 (Decrease) Firm sales 23,321 27,638 (4,317) Firm transportation 7,384 2,948 4,436 Interruptible/ off-system sales 4,072 5,307 (1,235) Interruptible transportation 4,794 4,584 210 ______ ______ ______ Total throughput 39,571 40,477 (906) ______ ______ ______ ______ ______ ______ The change in utility operating revenues primarily reflects weather that was 7 percent warmer in fiscal 1998 and customer bill credits of $3.2 million. In addition, an increasing number of commercial and industrial customers continued to shift from sales gas to transportation service resulting in a decrease in operating revenue. Interruptible revenues have decreased primarily as a result of lower oil prices in the nine months ended June 30, 1998 compared to the same period in the prior year. Offsetting these changes was an increase in nonutility revenues resulting from acquisitions. OPERATING EXPENSES Total operating expenses decreased $8.0 million in the first nine months of fiscal 1998 compared with the same period in the prior year as a result of the following items: - Cost of gas decreased $23.0 million, or 15 percent, for the nine months ended June 30, 1998 compared to the nine months ended June 30, 1997 due primarily to a 11 percent decrease in utility revenues. - Cost of goods sold increased $13.8 million in the first nine months of fiscal 1998 compared to the first nine months of fiscal 1997 due to increased nonutility activity. - Operations and maintenance expenses increased $2.1 million, primarily due to increases in data center operation expense and expenses related to nonutility activity, offset by decreases in uncollectible, maintenance and pension expenses, related to the utility subsidiary. - Depreciation and amortization expense increased $1.3 million, primarily due to additions in plant, property and investments. - Taxes other than income taxes decreased $2.1 million, primarily due to lower Connecticut gross earnings taxes in fiscal 1998 as a result of the reduction in revenues. INTEREST EXPENSE Interest expense increased $0.9 million mainly due to higher short-term debt outstanding. This was partially offset by a decrease in interest expense associated with lower long-term debt outstanding and lower interest rates. INCOME TAXES Federal and state income taxes decreased $1.7 million primarily due to lower pre-tax income for the nine months ended June 30, 1998 compared to the nine months ended June 30, 1997. LIQUIDITY AND CAPITAL RESOURCES Cash and temporary cash investments at June 30, 1998 totaled $3.1 million. Principal sources of cash for the nine months ended June 30, 1998 were from operations, common stock issued through the dividend reinvestment plan, and short-term debt. These funds were used primarily for changes in working capital, dividend payments, and investment in plant, property and investments. Expenditures for investment in plant, property and investments totaled $28.1 million for the first nine months of fiscal 1998, reflecting a $5.7 million increase over the first nine months of fiscal 1997. 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 June 30, 1998, Yankee Gas had a revolving line of credit of $60 million with a group of five banks. 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 June 30, 1998. At June 30, 1998, Yankee Gas had $26.7 million outstanding under its agreements. Yankee Energy had $14.0 million outstanding at June 30, 1998 under its $25 million committed line of credit which is used to fund acquisitions and other capital requirements of the unregulated businesses. Management is currently contemplating new long-term debt financing in fiscal 1999 for the purposes of replacing a portion of the existing short-term debt outstanding and to refinance Series A, Tranche D which becomes redeemable by the Company in August 1999. 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. At June 30, 1998, indenture requirements, including the required coverage ratio, would allow for the issuance of an additional $210 million of bonds at an assumed interest rate of 6.6 percent. Yankee Gas has entered into fixed revenue-rate contracts with two customers for the delivery of natural gas. Yankee Gas has hedged these commitments with the purchase of natural gas swaps. In order to satisfy certain provisions of the arrangement, Yankee Gas has provided a letter of credit for $1.5 million, as of June 30, 1998. 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. Yankee Gas expects to incur expenditures for coal tar remediation efforts, which is more fully discussed in Note 9 to the Consolidated Financial Statements, included in the Company's 1997 Form 10-K Report. Yankee Gas expects to finance such expenditures through a combination of internally generated funds, short-term debt, and through insurance settlements, which have totaled $9.6 million as of June 30, 1998. The Company is currently implementing new systems and enhancing existing systems to address year 2000 issues. As part of that process, a detailed inventory of all hardware and software currently utilized by the Company has been prepared and a timetable has been established to commence testing of all applications. Management believes that all system changes will be installed and tested prior to the manifestation of year 2000 issues. However, if such changes are not completed timely, the year 2000 issue may have a material impact on the operations of the Company. Currently, all such charges associated with system enhancements have and will continue to be expensed and the costs of new systems will be capitalized as appropriate and are not expected to be material. One of Yankee Gas' largest customers, the Foxwoods Hotel and Casino (Foxwoods), operated by the Mashantucket Pequot Indian Tribe, generates approximately $650,000 in annual margin. The City of Norwich, Connecticut has begun construction of a pipeline extending from their distribution system to Foxwoods. This will provide an alternative source of supply to the Mashantucket Pequots. Yankee Gas believes that it will have the opportunity to compete to retain gas throughput to Foxwoods. RM Services (RMS), a wholly-owned subsidiary of the Company, recently formed an alliance with Dun & Bradstreet Receivable Management Services (D&B). The alliance allows RMS to extend its collection activities in the transitioning energy, telecommunication and other industries by supporting the extensive network of D&B in its pursuit of additional consumer business. RMS has extensive experience and specialized skills in residential utility collection practices and computer-aided calling technology. RECENT DEVELOPMENTS On May 6, 1998, the Company filed an application with the DPUC to discontinue on demand, non-contract service work. Hearings have been held on this matter and the Company is presently awaiting a decision by the DPUC. Regardless of the outcome, this change is not expected to have a material impact on the Company's financial condition. The Company's wholly-owned, nonregulated subsidiary, Yankee Financial Services Company, has recently sold its receivable portfolio to an independent party and recognized a small gain as a result of the sale. The transaction was recorded as a sale for financial reporting purposes. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable. PART II OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits Exhibit 10.1 - Credit Agreement dated as of June 11, 1998 by and among Yankee Energy System, Inc., the Lenders identified therein, and the Bank of New York as administrative agent for each of the Lenders. 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: August 12, 1998 /s/ James M. Sepanski ____________________________ James M. Sepanski Vice President, Chief Financial Officer and Treasurer Date: August 12, 1998 /s/ Nicholas A. Rinaldi _____________________________ Nicholas A. Rinaldi Controller