FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (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, 1997 ----------------------------- 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 0-1160 ------------------------------------------------------ THE PROVIDENCE GAS COMPANY ------------------------------------------------------- (Exact name of registrant as specified in its charter) Rhode Island 05-0203650 - --------------------------------------------- -------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 100 Weybosset Street, Providence, Rhode Island 02903 --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (401) 272-5040 --------------------------------------------------------------------- Registrant's telephone number, including area code - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by checkmark 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. Common Stock, $1.00 par value; 1,243,598 shares outstanding at July 31, 1997. - ----------------------------------------------------------------------------- THE PROVIDENCE GAS COMPANY FORM 10-Q JUNE 30, 1997 PART I: FINANCIAL INFORMATION PAGE Item 1: Financial Statements Consolidated Statements of Income for the three, nine and twelve months ended June 30, 1997 and 1996 I-1 Consolidated Balance Sheets as of June 30, 1997, June 30, 1996 and September 30, 1996 I-2 Consolidated Statements of Cash Flows for the nine months ended June 30, 1997 and 1996 I-3 Consolidated Statements of Capitalization as of June 30, 1997, June 30, 1996 and September 30, 1996 I-4 Notes to Consolidated Financial Statements I-5 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations I-8 PART II: OTHER INFORMATION Item 6: Reports on Form 8-K II-1 Signature II-2 PART I. FINANCIAL INFORMATION - ------ --------------------- ITEM 1. FINANCIAL STATEMENTS - ------ --------------------- THE PROVIDENCE GAS COMPANY -------------------------- CONSOLIDATED STATEMENTS OF INCOME --------------------------------- FOR THE PERIODS ENDED JUNE 30 ----------------------------- (Unaudited) ----------- THREE MONTHS NINE MONTHS TWELVE MONTHS ------------------- -------------------- -------------------- 1997 1996 1997 1996 1997 1996 ------- ------- -------- -------- -------- -------- (Thousands, except per share amounts) Operating revenues $40,679 $42,522 $178,942 $179,053 $210,490 $209,016 Cost of gas sold 20,910 23,602 101,199 100,910 118,340 117,433 ------- ------- -------- -------- -------- -------- Operating margin 19,769 18,920 77,743 78,143 92,150 91,583 ------- ------- -------- -------- -------- -------- Operating expenses: Operating and maintenance 11,264 12,500 34,740 37,051 45,805 47,138 Depreciation and amortization 3,141 3,056 9,306 8,623 12,240 11,218 Taxes - State gross earnings 1,097 1,247 5,168 5,153 6,076 6,009 Local property and other 1,921 1,652 5,636 5,000 7,406 6,602 Federal income 198 (433) 5,961 5,753 4,626 4,366 ------- ------- -------- -------- -------- -------- Total operating expenses 17,621 18,022 60,811 61,580 76,153 75,333 ------- ------- -------- -------- -------- -------- Operating income 2,148 898 16,932 16,563 15,997 16,250 Other, net 165 161 416 919 473 1,096 ------- ------- -------- -------- -------- -------- Income before interest expense 2,313 1,059 17,348 17,482 16,470 17,346 ------- ------- -------- -------- -------- -------- Interest expense: Long-term debt 1,505 1,525 4,537 4,362 6,064 5,629 Other 397 311 1,223 1,283 1,438 1,816 Interest capitalized (57) (30) (152) (63) (182) (90) ------- ------- -------- -------- -------- -------- 1,845 1,806 5,608 5,582 7,320 7,355 ------- ------- -------- -------- -------- -------- Net income (loss) 468 (747) 11,740 11,900 9,150 9,991 Dividends on preferred stock (139) (174) (487) (522) (661) (696) ------- ------- -------- -------- -------- -------- Net income(loss)applicable to common stock $ 329 $ (921) $ 11,253 $ 11,378 $ 8,489 $ 9,295 ======= ======= ======== ======== ======== ======== Earnings per common share $ 0.26 $ (.74) $ 9.05 $ 9.15 $ 6.83 $ 7.47 ======= ======= ======== ======== ======== ======== Dividends paid per common share $ 0.96 $ .92 $ 2.88 $ 2.76 $ 3.84 $ 3.68 ======= ======= ======== ======== ======== ======== Weighted average common shares outstanding 1,243.6 1,243.6 1,243.6 1,243.6 1,243.6 1,243.6 ======= ======= ======== ======== ======== ======== PAGE I-1 THE PROVIDENCE GAS COMPANY -------------------------- CONSOLIDATED BALANCE SHEETS ---------------------------- (Thousands) (Unaudited) June 30, June 30, September 30, 1997 1996 1996 -------- -------- -------- ASSETS - ------ Gas plant, at original cost $283,309 $264,429 $270,149 Less - Accumulated depreciation and utility plant acquisition adjustments 106,629 96,659 98,563 -------- -------- -------- 176,680 167,770 171,586 -------- -------- -------- Current assets: Cash and temporary cash investments 1,059 1,024 923 Accounts receivable, less allowance of $2,912 at 6/30/97, $5,249 at 6/30/96 and $2,983 at 9/30/96 28,364 24,639 14,001 Unbilled revenues 687 1,635 2,333 Deferred gas costs 1,389 2,371 13,128 Inventories, at average cost - Liquefied natural gas, propane and under- ground storage 11,526 7,317 15,794 Materials and supplies 1,103 1,242 1,151 Prepaid and refundable taxes 4,755 3,957 3,215 Prepayments 772 970 1,465 -------- -------- -------- 49,655 43,155 52,010 -------- -------- -------- Deferred charges and other assets 12,262 12,892 13,919 -------- -------- -------- Total assets $238,597 $223,817 $237,515 ======== ======== ======== CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization (see accompanying statement) $161,724 $159,338 $155,299 -------- -------- -------- Current liabilities: Notes payable 9,605 4,900 20,800 Current portion of long-term debt 2,649 1,994 2,023 Accounts payable 17,257 14,103 16,480 Accrued taxes 6,168 4,266 1,867 Accrued vacation 1,907 1,932 1,673 Customer deposits 3,419 3,999 3,956 Other 4,732 4,438 5,036 -------- -------- -------- 45,737 35,632 51,835 -------- -------- -------- Deferred credits and reserves: Accumulated deferred Federal income taxes 20,085 18,910 19,903 Unamortized investment tax credits 2,393 2,550 2,510 Other 8,658 7,387 7,968 -------- -------- -------- 31,136 28,847 30,381 -------- -------- -------- Total capitalization and liabilities $238,597 $223,817 $237,515 ======== ======== ======== PAGE I-2 THE PROVIDENCE GAS COMPANY -------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- FOR THE NINE MONTHS ENDED JUNE 30 --------------------------------- (Unaudited) ----------- 1997 1996 -------- -------- (Thousands) Cash provided by (used for) Operations: - ----------- Net income $ 11,740 $ 11,900 Items not requiring cash- Depreciation and amortization 9,402 8,723 Changes as a result of regulatory action -- (1,453) Deferred Federal income taxes 183 1,021 Amortization of investment tax credits (117) (118) Change in assets and liabilities which provided (used) cash: Accounts receivable (14,363) (10,849) Unbilled revenues 1,646 1,002 Deferred gas costs 11,739 (1,175) Inventories 4,316 2,844 Prepaid and refundable taxes (1,541) 1,312 Prepayments 693 358 Accounts payable 777 207 Accrued taxes 4,301 2,461 Accrued vacation, customer deposits & other (556) 1,242 Deferred charges & other 1,946 1,652 -------- -------- Net cash provided by operations 30,166 19,127 -------- -------- Investment Activities: - --------------------- Expenditures for property, plant and equipment, net (12,585) (13,621) -------- -------- Financing Activities: - -------------------- Issuance of mortgage bonds -- 15,000 Issuance of other long-term debt 1,345 -- Payments on long-term debt (1,924) (1,881) Decrease in notes payable, net (11,195) (14,437) Redemption of preferred stock (1,600) -- Cash dividends on preferred shares (487) (522) Cash dividends on common shares (3,584) (3,433) -------- -------- Total (17,445) ( 5,273) -------- -------- Increase in cash & temporary cash investments 136 233 Cash and cash equivalents at beginning of period 923 791 -------- -------- Cash and cash equivalents at end of period $ 1,059 $ 1,024 ======== ======== Supplemental disclosures of cash flow information: Cash paid year-to-date- Interest (net of amount capitalized) $ 5,471 $ 4,906 Income taxes (net of refunds) $ 2,215 $ 1,858 Schedule of noncash investing and financing activities: Equipment financed through capital leases $ 232 $ -- Equipment financed through other long-term debt $ 1,330 $ -- PAGE I-3 THE PROVIDENCE GAS COMPANY -------------------------- CONSOLIDATED STATEMENTS OF CAPITALIZATION ----------------------------------------- (THOUSANDS) ----------- (Unaudited) June 30, June 30, September 30, 1997 1996 1996 ---------------------------------- Common stock equity: Common stock, $1 par Authorized - 2,500 shares Outstanding - 1,244 at 6/30/97, 6/30/96, and 9/30/96 $ 1,244 $ 1,244 $ 1,244 Amount paid in excess of par 37,657 37,636 37,657 Retained earnings 43,611 39,901 35,943 -------- -------- -------- Total common stock equity 82,512 78,781 74,844 -------- -------- -------- Cumulative preferred stock: Redeemable 8.70% Series, $100 par Authorized - 80 shares Outstanding - 64 shares at 6/30/97, and 80 shares at 6/30/96 and 9/30/96 6,400 8,000 8,000 -------- -------- -------- Long-term debt: First mortgage bonds 71,200 72,800 72,800 Other long-term debt 2,675 -- -- Capital leases 1,586 1,751 1,678 -------- -------- -------- Total long-term debt 75,461 74,551 74,478 Less current portion 2,649 1,994 2,023 -------- -------- -------- Long-term debt, net 72,812 72,557 72,455 -------- -------- -------- Total capitalization $161,724 $159,338 $155,299 ======== ======== ======== PAGE I-4 THE PROVIDENCE GAS COMPANY Notes to Consolidated Financial Statements Accounting Policies - ------------------- It is the Registrant's opinion that the financial information contained in this report reflects all normal, recurring adjustments necessary to provide a fair statement of the results for the periods reported; however, such results are not necessarily indicative of results to be expected for the year, due to the seasonal nature of the Registrant's operations. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. However, the disclosures herein when read with the annual report for 1996 filed on Form 10-K are adequate to make the information presented not misleading. In the second quarter of 1997, the Registrant began to employ derivative financial instruments in the form of natural gas options for the purpose of managing commodity price risk. These derivative instruments were purchased under the Pilot Hedging Program approved by the Rhode Island Public Utilities Commission (RIPUC) in October 1996. Under the program, expenditures for purchases and exercises of the financial instruments, net of proceeds from sales, are flowed through the Gas Charge Clause (GCC) and cannot exceed $800,000. Reclassifications - ----------------- Certain prior period amounts have been reclassified for consistent presentation with the current period. Environmental Matters - --------------------- Federal, state and local laws and regulations establishing standards and requirements for the protection of the environment have increased in number and in scope within recent years. The Registrant cannot predict the future impact of such standards and requirements which are subject to change and can take effect retroactively. The Registrant continues to monitor the status of these laws and regulations. Such monitoring involves the review of past activities and current operations, and may include expending funds to investigate or clean- up certain sites. To the best of its knowledge, subject to the following, the Registrant believes it is in substantial compliance with such laws and regulations. At June 30, 1997, the Registrant is aware of four sites at which future costs may be incurred. The Registrant has been designated as a potentially responsible party (PRP) under the Comprehensive Environmental Response Compensation and Liability Act of 1980 at two sites at Plympton, Massachusetts on which waste material is alleged to have been deposited by disposal contractors employed in the past either directly or indirectly by the Registrant and other PRP's. With respect to one of the Plympton sites, the Registrant has joined with other PRP's in entering into an Administrative Consent Order with the Massachusetts Department of Environmental Protection. The costs to be borne by the Registrant, in connection with both Plympton sites, are not anticipated to be material to the financial condition of the Registrant. During 1995, the Registrant voluntarily began a study at its primary gas distribution facility located in Providence, Rhode Island. This site formerly contained a manufactured gas plant operated by the Registrant. As of June 30, 1997, approximately $1.7 million had been spent on studies at this site. In accordance with state laws, such PAGE I-5 a voluntary study is monitored by the Rhode Island Department of Environmental Management (DEM). The purpose of this study was to determine the extent of environmental contamination at the site. The Registrant has completed the initial phase of the study which indicates that some clean-up will be required. The Registrant has several remediation options for the site and is currently negotiating with DEM and contractors to arrive at the best alternative. At June 30, 1997, the Registrant has compiled a preliminary range of costs based on remediation alternatives, ranging from $1.7 million to approximately $3.0 million. However, because of the uncertainties associated with environmental assessment and remediation activities, the future costs of remediation could be higher than the alternatives noted above. Based on the proposals for remediation work, the Registrant has accrued $1.7 million at June 30, 1997 for anticipated future remediation costs at this site. Also, the Registrant has negotiated an agreement, subject to Federal regulatory approval, with a third party which provides for reimbursement of up to $2.5 million of certain remediation costs to be incurred at this site. The Agreement received Federal regulatory approval in May 1997, however, the approval allows for rehearing prior to acceptance by the filing party. The agreement has not been accepted or enacted by the third party. Tests conducted following the recent discovery of an abandoned underground oil storage tank at the Registrant's Westerly, Rhode Island operations center confirm the existence of contaminants at this site. The Registrant is currently conducting tests at this site, the costs of which are being shared equally with a prior owner, to determine the nature and extent of the contamination. Due to the early stages of investigation, management cannot offer any conclusions as to whether any remediation will be required at this site. In addition in the first quarter of 1997, contamination from scrapped meters and regulators was discovered at this site. The Registrant has reported this to the DEM and the Rhode Island Department of Health and is in the process of remediation. It is anticipated that remediation will cost between $30,000 and $100,000. Based on the expected remediation costs, the Registrant has accrued $30,000 at June 30, 1997 for anticipated future remediation costs at this site. In prior rate cases filed, the Registrant requested that environmental investigation and remediation costs be recovered by inclusion in its depreciation factors consistent with the rate recovery treatment for all types of cost of removal. Accordingly, environmental investigation costs of approximately $2.0 million and an estimated $1.7 million for environmental remediation costs have been charged to the accumulated depreciation reserve at June 30, 1997. Management believes that this rate recovery mechanism is appropriate for recovery of future costs. Additionally, it is the Registrant's practice to consult with the Rhode Island Public Utilities Commission (RIPUC) on a periodic basis, when in management's opinion, significant amounts might be expended for environmental related costs. Should future developments warrant additional rate recovery mechanisms, management will seek such recovery. Management has begun discussions with other parties who may assist the Registrant in paying future costs at the above sites. Management believes that its program for managing environmental issues, combined with rate recovery and financial contributions from others, will likely avoid any material adverse effect on its results of operations or its financial condition as a result of the ultimate resolution of the above sites. Gas Supply Restructuring - ------------------------ Federal Energy Regulatory Commission (FERC) Order 636 and other related orders (the Orders) have significantly changed the structure and types of services offered by pipeline transportation companies. The most significant components of the restructuring occurred in November 1993. In response to these changes, the Registrant has successfully negotiated new pipeline transportation and gas storage contracts. At the same time, a number of contracts with gas suppliers have been negotiated to complement the transportation and storage contracts. The portfolio of supply contracts is designed to be market responsive and is diversified with respect to contract lengths, source location and other contract terms. On a periodic basis, the Registrant reviews PAGE I-6 all of its contracts to ensure a diverse, secure, flexible and economical supply portfolio is maintained. To meet the requirements of the Orders, the pipelines have incurred significant costs, collectively known as transition costs. The majority of these costs will be reimbursed by the pipeline's customers, including the Registrant. Based upon current information, the Registrant anticipates its transition costs to net to approximately $21.5 million, net of refunds received based on FERC settlements, of which $15.5 million has been included in the GCC and is currently being collected from customers. The remaining minimum obligation of $6.0 million has been recorded in the accompanying consolidated balance sheet along with a regulatory asset anticipating future recovery through the GCC. The Registrant's ultimate liability may differ from the above estimate based on FERC settlements with the Registrant's pipeline transportation suppliers. FERC has approved settlements with four of its pipelines, which account for the bulk of the Registrant's transition costs. Based on the information available, the Registrant believes that its current estimate of transition costs is reasonable. New Accounting Pronouncements - ----------------------------- In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 128, "Earnings per Share", effective for financial statements issued for periods ending after December 15, 1997, including interim periods. The statement replaces the presentation of primary earnings per share with the presentation of basic earning per share. This statement would have no effect on the Registrant's earnings per share for the periods presented. In July 1997, FASB issued Statement of Financial Accounting Standards No. 130 (SFAS No. 130), "Reporting Comprehensive Income", which establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements and is effective for fiscal years beginning after December 15, 1997. The statement requires additional disclosure only and will not affect the financial position or results of operations of the Registrant. PAGE I-7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ----------------------------------------------------------------------- OF OPERATIONS - ------------- Providence Gas Company (the Registrant) and its subsidiary and their representatives may from time to time make written or oral statements, including statements contained in the Registrant's filings with the Securities and Exchange Commission (SEC), which constitute or contain "forward-looking" information as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. All statements other than statements of historical facts included in this quarterly report regarding the Registrant's financial position and strategic initiatives and addressing industry developments are forward-looking statements. Where, in any forward-looking statement, the Registrant, or its management, expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. Factors which could cause actual results to differ materially from those anticipated include but are not limited to: general economic, financial and business conditions; competition in the energy services sector; regional weather conditions; the availability and cost of natural gas; development and operating costs; the success and costs of advertising and promotional efforts; the availability and terms of capital; the business abilities and judgment of personnel; unanticipated environmental liabilities; changes in, or the failure to comply with, government regulations; the costs and effects of unanticipated legal proceedings; the impacts of unusual items resulting from ongoing evaluations of business strategies and asset valuations; and changes in business strategy. RESULTS OF OPERATIONS The Registrant's operating revenues, operating margin and net income for the three months, nine months and twelve months ended June 30, 1997 and comparable periods ended June 30, 1996 are as follows: (thousands where applicable) Three Months Nine Months Twelve Months Ended June 30 Ended June 30 Ended June 30 1997 1996 1997 1996 1997 1996 ------- ------- ------- -------- -------- -------- Operating revenues $40,679 $42,522 $178,942 $179,053 $210,490 $209,016 ======= ======= ======= ======== ======== ======== Operating margin $19,769 $18,920 $ 77,743 $ 78,143 $ 92,150 $ 91,583 ======= ======= ======== ======== ======== ======== Net income applicable to common stock $ 329 $ (921) $ 11,253 $ 11,378 $ 8,489 $ 9,295 ======= ======= ======== ======== ======== ======== PAGE I-8 Operating Revenues and Operating Margin --------------------------------------- During the quarter ended June 30, 1997, weather was 24.9 percent colder than normal as opposed to 7.9 percent colder than normal in the corresponding period of the prior year. This resulted in increased operating margin of $0.7 million from the quarter ended June 30, 1996 to the quarter ended June 30, 1997. Revenues for the quarter decreased approximately $1.8 million from the corresponding quarter of the prior year due to lower gas costs. Gas costs had no effect on margin as the Registrant recovers actual gas costs through the GCC. For the nine months ended June 30, 1997, weather was normal as opposed to 5.5 percent colder than normal for the nine months ended June 30, 1996. This resulted in decreased margin of approximately $1.7 million. This decrease was offset by rate increases effective December 17, 1995. These rate increases accounted for increased margin of approximately $0.8 million. In addition, margin increased approximately $0.4 million as a result of phasing in to rates the Registrant's post-retirement expenses approved by the Rhode Island Public Utilities Commission (RIPUC) in September 1996. Revenues for the most recent fiscal year to date have decreased $0.1 million as the result of the warmer weather offset by increased revenues as a result of higher gas costs in the first six months of fiscal year 1997. The Company recovers actual gas costs through the GCC and, therefore, the increased gas costs had no effect on operating margin. In addition, the Registrant had higher revenues due to the approved rate increase effective December 17, 1995. These increases were offset due to decreases as the result of the warmer weather. Weather for the twelve month period ended June 30, 1997 was 3.6 percent warmer than the corresponding period from the prior year, which resulted in decreased margin of $1.8 million. This decrease was offset by an increase of approximately $1.3 million due to increased rates that became effective December 17, 1995 and $0.4 million as the result of additional revenues for post-retirement expenses. Operation and Maintenance Expense --------------------------------- Operation and maintenance expenses for the quarter ended June 30, 1997 decreased approximately $1.2 million or 9.9 percent from the same quarter last year. This decrease was due to a decrease in uncollectible expenses of approximately $900,000 primarily as the result of a one-time funding of a low income assistance program of $800,000 made in the prior year in connection with the Integrated Resource Plan (IRP) as well as improved collection efforts by the Registrant. Also, outside services decreased by approximately $500,000 due to expenditures made in the prior year relating to new energy service offerings and the filing of the IRP with the RIPUC. These decreases were offset by an increase in labor of approximately $0.2 million as the result of performance, cost of living and negotiated union contract increases. Operation and maintenance expenses for the nine months ended June 30, 1997, decreased approximately $2.3 million or 6.2 percent from the corresponding period of the prior year. This decrease was primarily due to a $1.9 million decrease in uncollectible expenses as the result of the one-time funding of the low income assistance program noted above and improved collection efforts by the Registrant. Outside services decreased approximately $0.5 million as the result of the prior year expenditures relating to new energy service offerings and the filing of the IRP. These decreases were offset by PAGE I-9 an increase in labor of $0.6 million as the result of performance, cost of living and negotiated union contract increases. In addition, the Registrant's post-retirement expenses increased by approximatley $0.2 million as the result of the phasing of these expenses into rates. The remaining decrease was due to decreases of the Registrant's pension expense as a result of the performance of the pension plan's assets in the current fiscal year as well as decreased maintenance expenses due to one-time projects in the prior year. Operation and maintenance expenses for the twelve months ended June 30, 1997 decreased approximately $1.3 million or 2.8 percent. This decrease was primarily the result of decreases in uncollectible expenses and outside services offset by labor increases as described above. Depreciation and Amortization ----------------------------- Depreciation and amortization increased approximately $0.1 million or 2.8 percent for the three months ended June 30, 1997, approximately $0.7 million or 7.9 percent for the nine months ended June 30, 1997 and $1.0 million or 9.1 percent for the twelve months ended June 30, 1997. These increases are due to increased capital spending, including technology related assets with shorter depreciable lives, as well as an increase in depreciation rates that became effective with the rate increase on December 17, 1995. Taxes ----- Taxes for the current quarter increased approximately $0.8 million or 30.4 percent. This increase was primarily the result of a $0.6 million increase in Federal taxes due to the increased operating income in the current quarter. In addition, there was an increase of $0.3 million in local property and other taxes, which is due to increases in capital spending as well as increases in property tax rates. Taxes for the nine and twelve months ended June 30, 1997 increased $0.9 million or 5.4 percent and $1.1 million or 6.7 percent, respectively, primarily as the result of increased property taxes. Other, net ---------- Other, net for the quarter ended June 30, 1997 remained consistent with the corresponding period of the prior year. Other, net decreased approximately $0.5 million during the nine months ended June 30, 1997. This decrease is primarily due to regulatory adjustments made in the first quarter of fiscal 1996 including a one-time gain for the regulatory change in accounting for property taxes. Other, net decreased approximately $0.6 million for the twelve month period ended June 30, 1997, as a result of the one-time regulatory adjustments as discussed above. Interest Expense ---------------- Interest expense for the quarter, nine and twelve months ended June 30, 1997 remained consistent with the corresponding periods of the prior year. Interest expense for the twelve months ended June 30, 1997 decreased $35,000 or 0.5 percent from the same period last year. The decrease in other interest for the twelve months ended June 30, 1997 was the result of an undercollection of gas costs under the Gas Charge PAGE I-10 Clause during the current twelve month period. In the prior period, the Registrant had overcollected gas costs and therefore incurred interest expense on this overcollection while the Registrant received interest on the undercollected amounts in the current period. This decrease was offset by an increase in interest on long-term debt as the result of Series R First Mortgage Bonds issued in December of 1995. Future Outlook -------------- In May 1996, the RIPUC approved a Rate Design Settlement Agreement among the Registrant, the Division of Public Utilities and Carriers (Division), The Energy Council of Rhode Island (TEC-RI) and a consortium of oil heat organizations. The Agreement begins a process of unbundling natural gas service in Rhode Island enabling customers to choose their gas suppliers. The Agreement went into effect June 2, 1996. This initial program is available to approximately 120 of the largest commercial and industrial customers. In April 1997, the Registrant filed a plan for the second phase of unbundling with the RIPUC. Under this filing, the Registrant evaluated the services offered in the first phase of the unbundling as well as proposed to further expand the availability of unbundled services to an additional 3,400 medium and large commercial and industrial customers. The Registrant hopes to implement such services in December 1997. In August 1997, the Company filed a Settlement Agreement in Docket No. 2581, the Price Stabilization Proceeding. The Agreement, which is an alternative to a general rate increase filing, provides for implementation of a three-year price stabilization plan beginning in October 1997 that includes: (1) an immediate decrease in the Gas Charge to residential, commercial, and industrial sales service customers; (2) a three-year freeze in the Gas Charge and base rates at those reduced levels; and (3) revenues to fund the Company's commitment to incremental capital investments and further unbundling of services. The Agreement is currently under review by the RIPUC. On October 8, 1996, the RIPUC approved a one year Pilot Hedging Program Agreement between the Registrant and the Division. The objective of the pilot program is to mitigate the impact of natural gas price escalation through utilization of Financial Risk Management (FRM) tools, to develop a more balanced gas supply cost approach and finally, to study in more detail the benefits and costs associated with the program. The FRM tools will be limited to the use of options, including calls, puts and collars, under the pilot program. The total expenditures for the purchase and exercise of the FRM tools and the net proceeds from the sale of FRM tools will be flowed through the Variable Gas Cost component of the GCC and, under the terms of the Agreement, cannot exceed $800,000. The Registrant began trading FRM tools in the second quarter of 1997. The Registrant is exposed to credit risk in the event of nonperformance by counter parties to these options, as well as nonperformance by the counter parties of the transactions against which they are hedged. The Registrant believes that the credit risk associated with options is no PAGE I-11 greater than that associated with the primary contracts which they hedge and that elimination of the risk of increases in natural gas prices relating to the hedged gas purchases lowers the Registrant's overall business risk. LIQUIDITY AND CAPITAL RESOURCES The Registrant meets seasonal cash requirements and finances its capital expenditures program on an interim basis through short-term borrowings. For example, during the nine months ended June 30, 1997, the Registrant's accounts receivable and unbilled revenue have increased $12.7 million. These fluctuations are the result of higher monthly sales, primarily during the first and second quarters and a moratorium on residential shut-offs during the heating season. Because of these increases, which negatively impact cash flow, the Registrant must borrow to maintain an appropriate level of liquidity. Management believes its available financings are sufficient to meet these seasonal needs. The Registrant experienced an increase in its net cash provided by operations during the latest quarter as compared to last year, primarily as the result of a decrease in deferred gas costs. This decrease was due to the collection of prior period gas cost underrecoveries in the current period. In February 1997, the Registrant redeemed 16,000 shares of its preferred stock at the par value of $1,600,000 as a result of the annual sinking fund requirement. Capital expenditures for the nine months ended June 30, 1997 of $14.1 million which includes $1.5 million of capital financed directly through capital leases and long-term debt, increased when compared to $13.6 million last year. The increase in capital expenditures was due to increased spending for technology to redesign and integrate the Registrant's customer-related information systems. Capital expenditures for the remainder of the fiscal year are expected to be approximately $7.9 million of which $0.5 million is expected to be financed through long-term notes. Anticipated capital expenditures for the next three years are expected to total between $50 million to $60 million. If the price stabilization plan discussed above is approved, this expenditure range will increase significantly. In February 1996, the Registrant received approval of a three-year Settlement Agreement between itself and the Division regarding the Integrated Resource Plan (IRP), which was filed with the RIPUC in July 1994. The purpose of the IRP is to optimize the utilization of production transmission and distribution resources so that customers receive high quality services at the lowest possible cost. The Settlement Agreement provides for: (1) funding associated with Demand Side Management programs, which are designed to provide equipment rebates for specific load building programs; (2) PAGE I-12 funding associated with a low income weatherization program, which is designed to assist low income customers through the installation of conservation measures; and (3) a performance-based ratemaking incentive. The Settlement Agreement also contains a general agreement that the Registrant's strategy and steps included in its supply plan are reasonable. The funding of these programs is generated through annual gas cost savings beginning in July of each year. The Registrant has performed an analysis of gas cost savings since July 1996 and believes that sufficient savings have been achieved as of June 30, 1997 to provide funding for these programs without incurring a charge to income. Accordingly, in the current quarter, the Registrant recorded its annual share of the performance-based ratemaking incentive under this agreement, which resulted in a $1.5 million increase to operating margin. Although the Settlement Agreement contains a methodology used to calculate the actual gas cost savings, the ultimate analysis of savings is subject to RIPUC review and approval which will occur in fourth quarter of the fiscal year. If the price stabilization plan discussed above is approved, the Registrant would continue to fund the programs described above and would no longer have the same performance based ratemaking incentive. PAGE I-13 THE PROVIDENCE GAS COMPANY -------------------------- PART II. OTHER INFORMATION ------- ----------------- Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the quarter for which this report is filed. PAGE II-1 THE PROVIDENCE GAS COMPANY -------------------------- It is the opinion of management that the financial information contained in this report reflects all adjustments necessary for a fair statement of results for the period reported, but such results are not necessarily indicative of results to be expected for the year, due to the seasonal nature of the Registrant's gas operations. All accounting policies and practices have been applied in a manner consistent with prior periods. SIGNATURE --------- 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. The Providence Gas Company (Registrant) BY:/s/Gary S. Gillheeney --------------------------- GARY S. GILLHEENEY Senior Vice President, Treasurer and CFO Date: August 14, 1997 ----------------- PAGE II-2