SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended March 31, 1998 Commission File No. 0-1857-3 THE BERKSHIRE GAS COMPANY Massachusetts 04-1731220 115 Cheshire Road, Pittsfield, Massachusetts 01201-1879 Registrant's telephone number, including Area Code 413:442-1511 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 [ ] At March 31, 1998, the Registrant had issued and outstanding 2,285,745 shares of Common Stock, par value $2.50. THE BERKSHIRE GAS COMPANY STATEMENTS OF INCOME AND RETAINED EARNINGS - Unaudited - ------------------------------------------------------------------------------ (In Thousands Except Per Share Amounts) Three Months Ended 3/31/98 3/31/97 -------- -------- Operating Revenues $ 22,969 $ 21,803 Cost of Gas Sold 11,732 10,667 --------------------- Operating Margin 11,237 11,136 --------------------- Other Operating Expenses 3,477 3,373 Depreciation 1,967 1,901 --------------------- Total 5,444 5,274 --------------------- Utility Operating Income 5,793 5,862 Other Income - Net 567 972 --------------------- Operating and Other Income 6,360 6,834 Interest Expense 1,129 1,118 Other Taxes 812 784 --------------------- Pre-Tax Income 4,419 4,932 Income Taxes 1,680 1,890 --------------------- NET INCOME 2,739 3,042 Retained Earnings at Beginning of Period 7,688 6,823 --------------------- Total 10,427 9,865 --------------------- Dividends Declared: Preferred Stock 4 5 Common Stock 651 614 --------------------- Total Dividends 655 619 --------------------- Retained Earnings at End of Period $ 9,772 $ 9,246 ===================== Earnings Available for Common Stock $ 2,735 $ 3,037 --------------------- Average Shares of Common Stock Outstanding 2,285.7 2,192.9 --------------------- Basic and Diluted Earnings Per Share of Common Stock $ 1.20 $ 1.38 ===================== See Independent Accountants' Review Report and Notes to Financial Statements. THE BERKSHIRE GAS COMPANY STATEMENTS OF INCOME AND RETAINED EARNINGS - Unaudited - ------------------------------------------------------------------------------ (In Thousands Except Per Share Amounts) Nine Months Ended 3/31/98 3/31/97 -------- -------- Operating Revenues $ 41,626 $ 38,029 Cost of Gas Sold 20,758 17,949 --------------------- Operating Margin 20,868 20,080 --------------------- Other Operating Expenses 9,498 9,008 Depreciation 3,399 3,240 --------------------- Total 12,897 12,248 --------------------- Utility Operating Income 7,971 7,832 Other Income - Net 1,666 2,135 --------------------- Operating and Other Income 9,637 9,967 Interest Expense 3,387 2,942 Other Taxes 1,481 1,410 --------------------- Pre-Tax Income 4,769 5,615 Income Taxes 1,790 2,157 --------------------- NET INCOME 2,979 3,458 Retained Earnings at Beginning of Period 8,739 7,883 --------------------- Total 11,718 11,341 --------------------- Dividends Declared: Preferred Stock 12 266 Common Stock 1,934 1,829 --------------------- Total Dividends 1,946 2,095 --------------------- Retained Earnings at End of Period $ 9,772 $ 9,246 ===================== Earnings Available for Common Stock $ 2,967 $ 3,192 --------------------- Average Shares of Common Stock Outstanding 2,255.1 2,176.2 --------------------- Basic and Diluted Earnings Per Share of Common Stock $ 1.32 $ 1.47 ===================== See Independent Accountants' Review Report and Notes to Financial Statements. THE BERKSHIRE GAS COMPANY STATEMENTS OF INCOME AND RETAINED EARNINGS - Unaudited - ------------------------------------------------------------------------------ (In Thousands Except Per Share Amounts) Twelve Months Ended 3/31/98 3/31/97 --------------------- Operating Revenues $ 52,059 $ 46,915 Cost of Gas Sold 26,019 21,918 --------------------- Operating Margin 26,040 24,997 --------------------- Other Operating Expenses 12,551 11,842 Depreciation 4,179 3,894 --------------------- Total 16,730 15,736 --------------------- Utility Operating Income 9,310 9,261 Other Income - Net 1,887 2,253 --------------------- Operating and Other Income 11,197 11,514 Interest Expense 4,425 3,698 Other Taxes 1,841 1,765 --------------------- Pre-Tax Income 4,931 6,051 Income Taxes 1,854 2,331 --------------------- NET INCOME 3,077 3,720 Retained Earnings at Beginning of Period 9,246 8,397 --------------------- Total 12,323 12,117 --------------------- Dividends Declared: Preferred Stock 12 438 Common Stock 2,539 2,433 --------------------- Total Dividends 2,551 2,871 --------------------- Retained Earnings at End of Period $ 9,772 $ 9,246 ===================== Earnings Available for Common Stock $ 3,065 $ 3,282 --------------------- Average Shares of Common Stock Outstanding 2,239.3 2,167.4 --------------------- Basic and Diluted Earnings Per Share of Common Stock $ 1.37 $ 1.51 ===================== See Independent Accountants' Review Report and Notes to Financial Statements. THE BERKSHIRE GAS COMPANY BALANCE SHEETS - ------------------------------------------------------------------------------ (In Thousands) March 31, June 30, 1998 1997 ----------- --------- (Unaudited) (Audited) ASSETS: Utility Plant: Utility Plant - at original cost $ 105,856 $ 101,983 Less: Accumulated Depreciation 31,051 28,343 ----------------------- Utility Plant - Net 74,805 73,640 ----------------------- Other Property: Other Property - at original cost 12,409 11,983 Less: Accumulated Depreciation 6,350 5,887 ----------------------- Other Property - Net 6,059 6,096 ----------------------- Current Assets: Cash 447 356 Accounts Receivable Utility Service (less allowance: Mar. 1998-$1,137; June 1997-$900) 10,676 6,386 Merchandise & Other (less allowance: Mar. 1998-$108; June 1997-$121) 1,086 869 Other Receivables 128 332 Inventories (at the lower of average cost or market): Natural Gas 1,105 1,844 Liquefied Petroleum 101 146 Materials and Supplies 1,581 1,675 Prepayments and Other 590 689 ----------------------- Total Current Assets 15,714 12,297 ----------------------- Deferred Debits: Unamortized Debt Expense 2,226 2,302 Capital Stock Expense 287 319 Environmental Cleanup Costs 955 819 Other 1,423 1,425 ----------------------- Total Deferred Debits 4,891 4,865 ----------------------- Recoverable Environmental Cleanup Costs 3,290 3,290 ----------------------- TOTAL ASSETS $ 104,759 $ 100,188 ======================= See Independent Accountants' Review Report and Notes to Financial Statements. THE BERKSHIRE GAS COMPANY BALANCE SHEETS - ------------------------------------------------------------------------------ (In Thousands) March 31, June 30, 1998 1997 ----------- -------- (Unaudited) (Audited) CAPITALIZATION AND LIABILITIES Common Shareholders' Equity: Common Stock $ 5,715 $ 5,529 Premium on Common Stock 18,241 17,097 Retained Earnings 9,772 8,739 ----------------------- Total Common Shareholders' Equity 33,728 31,365 ----------------------- Redeemable Cumulative Preferred Stock 321 363 ----------------------- Long-Term Debt 40,000 40,000 ----------------------- Current Liabilities: Notes Payable to Banks 7,825 6,480 Accounts Payable 2,383 3,513 Other Current Liabilities 2,847 4,621 Taxes Accrued 2,526 (96) Refundable(Recoverable) Gas Costs 452 (1,404) ----------------------- Total Current Liabilities 16,033 13,114 ----------------------- Other Liabilities 1,799 1,561 ----------------------- Unamortized Investment Tax Credit 1,156 1,209 ----------------------- Deferred Income Taxes 8,432 9,286 ----------------------- Reserve for Recoverable Environmental Cleanup Costs 3,290 3,290 ----------------------- TOTAL CAPITALIZATION AND LIABILITIES $ 104,759 $ 100,188 ======================= See Independent Accountants' Review Report and Notes to Financial Statements. THE BERKSHIRE GAS COMPANY STATEMENTS OF CASH FLOWS - Unaudited - ------------------------------------------------------------------------------ (In Thousands) Nine Months Ended 3/31/98 3/31/97 -------- -------- Cash flows from Operating Activities: Net Income $ 2,979 $ 3,458 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 4,125 3,955 Provision for Losses on Accounts Receivable 852 728 Recoverable(Refundable)Gas Costs 1,856 (2,845) Deferred Income Taxes (854) 1,063 Changes in Assets and Liabilities Which Provided (Used) Cash: Accounts Receivable (5,359) (6,018) Other Receivables 204 227 Inventories 878 678 Accounts Payable (1,130) (546) Taxes Accrued 2,621 1,435 Other (1,571) 1,107 --------------------- Total Adjustments 1,622 (216) --------------------- Net Cash Provided by Operating Activities 4,601 3,242 --------------------- Cash Flows from Investing Activities: Construction Expenditures (5,197) (5,737) --------------------- Cash Flows from Financing Activities: Dividends Paid (1,946) (2,095) Proceeds from Issuance of Long-Term Debt 0 16,000 Proceeds from(Payments on)Notes Payable 1,345 (2,455) Redemption of Preferred Stock (42) (9,360) Proceeds from Other Stock Transactions 1,330 586 --------------------- Net Cash Provided by Financing Activities 687 2,676 --------------------- Net Increase in Cash 91 181 Cash at Beginning of Period 356 196 --------------------- Cash at End of Period $ 447 $ 377 --------------------- Supplemental Disclosures of Cash Flow Information: Cash Paid During the Year for: Interest(net of amount capitalized) $ 3,253 $ 3,157 ===================== Income Taxes(net of refund) $ 352 $ 6 ===================== See Independent Accountants' Review Report and Notes to Financial Statements. The Berkshire Gas Company Notes to Financial Statements March 31,1998 - ---------------------------------------------------------------------------- (Dollars in Thousands Except Share Amounts) NOTES: OTHER FINANCIAL INFORMATION: The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. All adjustments, which in the opinion of management are necessary for a fair presentation of the operations for the interim periods presented, have been made. These adjustments are of a normal recurring nature. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the summary of accounting policies and notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 1997. The Company received approval on January 30, 1998 from the Massachusetts Department of Telecommunications and Energy ("DTE") to proceed with the process of forming a holding company. The Company's management and Board of Directors consider it to be in the best interest of Berkshire Gas and its shareholders to adopt a holding company structure. Berkshire Gas would become a wholly-owned subsidiary of a new parent company. This reorganization will require shareholder approval. On February 24, 1998, the Company filed with the SEC Form S-4 Registration Statement/Proxy. A special meeting of shareholders is scheduled for Friday May 8, 1998, for the purpose of voting on this reorganization. On February 6, 1988, the Company signed an agreement to enter into a joint venture with a major energy marketer. The affiliation will extend opportunities to sell a variety of energy services in areas where the Company now operates. NEW ACCOUNTING PRONOUNCEMENT: Effective December 31, 1997, the Company, as required, retroactively adopted Statement of Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS"). The statement established new standards for computing and presenting earnings per share ("EPS") and requires restatement of prior years information. As such, EPS for all prior periods presented has been restated to conform with SFAS 128. Due to the capital structure of the Company basic and diluted EPS are equal. Statement of Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions and other Postretirement Benefits," was issued in February, 1998. SFAS 132 revised employer's disclosures about pension and other postretirement benefits, but does not change the measurement or recognition of those plans. The Statement is effective for the Company's 1999 financial statements, with earlier application permitted. The impact on the Company's disclosures is not expected to be significant. CONTINGENCIES: ENVIRONMENTAL: Like other companies in the natural gas industry, the company is a party to governmental actions associated with former gas manufacturing sites. Management estimates that expenditures to remediate and monitor known environmental sites will range from $3,290 to $12,302. In accordance with SFAS No. 5, the Company has recorded the most likely cost of $3,290. The Company's unamortized cost at March 31, 1998 was $955 and should be recovered over a seven-year period through the Cost of Gas Adjustment Clause ("CGAC"). Management's Discussion and Analysis of Financial Condition and Results of Operations - ---------------------------------------------------------------------------- Results of Operations - Third Quarter Ended March 31, 1998 versus Third Quarter Ended March 31, 1997 - ---------------------------------------------------------------------------- Berkshire Gas considers Operating Margin (Operating Margin or Gross Profit = Operating Revenues Net of Cost of Gas Sold) to be a more pertinent measure of operating results than Operating Revenues. This is due primarily to the fact that revenues include changes in the cost of natural gas which must be recovered or returned to customers through the Cost of Gas Adjustment Clause. Consequently, changes in the cost of gas will affect revenue levels, but does not have a corresponding affect on income. Additionally, margins earned on interruptible gas sold and transported are flowed back to the customers and therefore are not included in income. Accordingly, the discussion below pertains to Operating Margin. Operating Margin increased $101,000 or 0.9%, despite warmer weather, from the three months ended March 31, 1997, primarily due to growth in commercial volumes and customers. 1998 1997 ----------- ----------- 3 Month Firm MCF Sold & Transported 2,559,000 2,642,000 3 Month Operating Margin $11,237,000 $11,136,000 3 Month Average Operating Margin Per Firm MCF $4.39 $4.21 Other Operating Expenses increased $104,000 or 3.1% from the three months ended March 31, 1997. The increase is primarily due to higher professional fees due to the reorganization in response to the deregulation of the gas industry, increased costs to upgrade technologies and higher medical benefit costs. Partially offsetting these increases are reductions in pension costs and meter reading expenses. Depreciation Expense increased $66,000 due to an increase in the amount of depreciable assets. Other Income decreased $405,000 primarily due to lower Propane revenues reflecting warmer weather as well as lower margins due to market conditions. Contributing to a lesser extent was lower jobbing revenues and less interest income from the undercollection of gas costs from customers through the CGAC. Dividends on Common Stock increased $37,000 due to an increase in the number of shares reflecting active shareholder participation in the Dividend Reinvestment Program ("DRIP"). The Allowance for Doubtful Accounts on Utility Service Accounts Receivable increased by $237,000 since June 30, 1997, reflecting the current status of doubtful accounts. Management's Discussion and Analysis of Financial Condition and Results of Operations - ---------------------------------------------------------------------------- Results of Operations - Nine Months Ended March 31, 1998 versus Nine Months Ended March 31, 1997 - ---------------------------------------------------------------------------- Operating Margin increased $788,000 or 3.9% as compared with the nine months ended March 31, 1997 for the same reasons as discussed in the Third Quarter Results. 1998 1997 ----------- ----------- 9 Month Firm MCF Sold & Transported 4,983,000 4,989,000 9 Month Operating Margin $20,868,000 $20,080,000 9 Month Average Operating Margin Per Firm MCF $4.18 $4.02 Other Operating Expenses increased $490,000 or 5.4% from the nine months ended March 31, 1997. The increase is due to higher Production Expenses due to the amortization of environmental cleanup costs, higher Transmission and Distribution Expense due to re-allocation of the work force and leasing expense due to the change to leasing versus buying vehicles, higher costs relating to upgrading information systems, increased collection costs, medical benefit costs, as well as higher Administrative and General expenses as a result of the reorganization in response to deregulation. Partially offsetting these increases were lower pension and meter reading expenses. Depreciation expense increased $159,000 due to an increase in the amount of depreciable assets. Other Income decreased $469,000 or 22.0%, and Dividends on Common Stock increased $105,000 or 5.7% for the same reasons as discussed in the Results of Operations - Third Quarter. Due to the increase of long-term debt used to retire the 8.4% Preferred Stock series as well as additional short-term borrowings to finance gas costs, Interest Expense increased $445,000 which was partially offset by a reduction of $254,000 in the requirements for Preferred Stock dividends. Income Taxes decreased $367,000 or 17.0% due to a decrease in Pre-Tax Income. Management's Discussion and Analysis of Financial Condition and Results of Operations - ---------------------------------------------------------------------------- Results of Operations - Twelve Months Ended March 31, 1998 versus Twelve Months Ended March 31, 1997 - ---------------------------------------------------------------------------- Earnings available for Common Stock were $3,065,000 for the twelve months ended March 31, 1998 as compared to $3,282,000 for 1997. The decrease is primarily due to increased operating expenses and lower other income caused by a warmer heating season. Operating Margin increased $1,043,000 or 4.2% from the twelve months ended March 31, 1997. The Company increased firm volumes sold and transported through growth in customers and usage, which more than offset the 7% warmer than normal weather. 1998 1997 ----------- ----------- 12 Month Firm MCF Sold & Transported 6,424,000 6,348,000 12 Month Operating Margin $26,040,000 $24,997,000 12 Month Average Operating Margin Per Firm MCF $4.05 $3.94 Other Operating Expenses rose $709,000 or 6.0% over the twelve months ended March 31, 1997. The increase is due to Higher Production, Transmission and Distribution, Customer Accounts and Administrative and General Expenses. These expenses have increased for the same reasons as noted above. Other Income decreased $366,000 or 16.2% from 1997 primarily due to lower Propane revenues as a result of the substantially warmer weather. This was partially offset by increased income from Appliance Rentals. Interest Expense increased $727,000 due to the increase in long-term debt used to retire the $8,000,000, 8.4% Preferred Stock series and the associated debt restructuring expenses. As a result of this restructuring dividends on Preferred Stock decreased by $426,000. A tax savings of $164,000 was realized from this restructuring. Dividends declared on Common Stock increased $107,000 due to additional shares outstanding through the Company's DRIP. LIQUIDITY AND CAPITAL RESOURCES - MARCH 31, 1998 The Company added approximately $5,197,000 to Plant assets during the nine months ended March 31, 1998. These construction expenditures primarily represent investments in new and replacement mains and services. The capital structure of the Company at March 31, 1998 was 45.6% Common Equity, 0.4% Preferred Stock and 54.0% Long-Term Debt. Cash flows from operating activities have increased over the nine month period ended March 31, 1998, primarily due to the recovery of prior period gas costs through the CGAC, partially offset by increases in Accounts Receivable. The Company initially finances construction expenditures and other funding needs primarily with short-term bank borrowings, and to a lesser extent with the reinvestment of dividends. The Company continually evaluates its short-term borrowing position and based on prevailing interest rates, market conditions, etc., makes determinations regarding conversion of short-term borrowings to long-term debt or equity. It is management's view that the Company has adequate access to capital markets and will have sufficient capital resources, both internal and external, to meet anticipated capital requirements. Funds for environmental clean-up costs are initially financed through short-term borrowings and all such costs will be recovered over a seven year period under a ruling issued by the Massachusetts Department of Telecommunications and Energy ("DTE"), formerly referred to as the Massachusetts Department of Public Utilities ("MDPU"). NEW ACCOUNTING PRONOUNCEMENT: Effective December 31, 1997, the Company, as required, retroactively adopted Statement of Financial Accounting Standards No. 128 "Earnings Per Share " ("SFAS"). The statement established new standards for computing and presenting earnings per share ("EPS") and required restatement of prior years information. As such, EPS for all prior periods presented have been restated to conform with SFAS 128. Due to the capital structure of the Company basic and diluted EPS are equal. Statement of Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions and other Postretirement Benefits," was issued in February, 1998. SFAS 132 revised employer's disclosures about pension and other postretirement benefits, but does not change the measurement or recognition of those plans. The Statement is effective for the Company's 1999 financial statements, with earlier application permitted. The impact on the Company's disclosures is not expected to be significant. Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those contemplated by such statements. Such statements reflect management's current views, are based on many assumptions and are subject to risks and uncertainties. Certain important factors which could cause such results to differ include risks associated with the Company's maintaining contracts with specific customers, government regulation, the increasingly competitive nature of the markets in which the Company is engaged, and dependence on key personnel. These factors are not intended to represent a complete list of the general or specific risks that may affect the Company. PART II - OTHER INFORMATION Item 1. Legal Proceedings - ----------------------------- No developments during the quarter. Item 2. Changes in Securities - --------------------------------- Not Applicable Item 3. Defaults Upon Senior Securities - ------------------------------------------- Not Applicable Item 4. Submission of Matters to a Vote of Security Holders - --------------------------------------------------------------- None Item 5. Other Information - ----------------------------- The Company received approval on January 30, 1998 from the DTE to proceed with the process of forming a holding company. The Company's management and Board of Directors consider it to be in the best interest of Berkshire Gas and its shareholders to adopt a holding company structure. Berkshire Gas would become a wholly-owned subsidiary of a new parent company. This reorganization will require shareholder approval. On February 24, 1998, the Company filed with the SEC Form S-4 Registration Statement/Proxy. A special meeting of shareholders is scheduled for Friday May 8, 1998, for the purpose of voting on this reorganization. On February 6, 1988, the Company signed an agreement to enter into a joint venture with a major energy marketer. The affiliation will extend opportunities to sell a variety of energy services in areas where the Company now operates. Item 6. Exhibits and Reports on Form 8 - K - ---------------------------------------------- (a) List of Exhibits Exhibit 27 - Financial Data Schedule Exhibit 99 - Form S-4 Registration Statement/Proxy filed by Berkshire Energy Resources on February 24, 1998 (File No. 333-46799) and is incorporated herein by reference. The balance sheet as of March 31, 1998, the related statements of income and retained earnings for the three month, nine month and twelve month periods ended March 31, 1998 and 1997, and the statements of cash flows for the nine month periods ended March 31, 1998 and 1997 have been reviewed, prior to filing, by the Registrant's independent public accountants, Deloitte & Touche LLP, whose report covering their review of the financial statements is presented below. Deloitte & Touche LLP City Place Telephone:(860) 280-3000 185 Asylum Street Facsimile:(860) 280-3051 Hartford, Connecticut 06103-3402 INDEPENDENT ACCOUNTANTS' REPORT The Berkshire Gas Company: We have reviewed the accompanying balance sheet of The Berkshire Gas Company as of March 31, 1998, the related statements of income and retained earnings for the three month, nine month and twelve month periods ended March 31, 1998 and 1997, and the statements of cash flows for the nine month periods ended March 31, 1998 and 1997. These financial statements are the responsibility of the Company's management. We conducted our reviews 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 reviews, we are not aware of any material modifications that should be made to such financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the balance sheet of The Berkshire Gas Company as of June 30, 1997, and the related statements of income and retained earnings and of cash flows for the year then ended (not presented herein); and in our report dated August 15, 1997, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of June 30, 1997 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ Deloitte & Touche LLP April 29, 1998 SIGNATURES ---------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE BERKSHIRE GAS COMPANY ------------------------------------ Registrant /s/ Michael J. Marrone ------------------------------------ Michael J. Marrone Vice President, Treasurer & Chief Financial Officer Dated: April 30, 1998