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 quarterly period ended March 31, 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 0-1160 -------------------------------------------------- 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 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 [_]. Common Stock, $1.00 par value; 1,243,598 shares outstanding at May 13, 1998. - ---------------------------------------------------------------------------- THE PROVIDENCE GAS COMPANY FORM 10-Q MARCH 31, 1998 PART I: FINANCIAL INFORMATION PAGE Item 1 Financial Statements Consolidated Statements of Income for the three, six and twelve months ended March 31, 1998 and 1997 I-1 Consolidated Balance Sheets as of March 31, 1998, March 31, 1997 and September 30, 1997 I-2 Consolidated Statements of Cash Flows for the six months ended March 31, 1998 and 1997 I-3 Consolidated Statements of Capitalization as of March 31, 1998, March 31, 1997 and September 30, 1997 I-4 Notes to Consolidated Financial Statements I-5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations I-9 PART II: OTHER INFORMATION Item 4 Submission of Matters to a Vote of Security Holders II-1 Item 6 Exhibits and 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 MARCH 31 --------------------------------- (Unaudited) ----------- THREE MONTHS SIX MONTHS TWELVE MONTHS ------------------- ------------------- ------------------- 1998 1997 1998 1997 1998 1997 -------- -------- -------- -------- -------- -------- (thousands, except per share amounts) Operating revenues $ 73,686 $ 76,590 $132,886 $138,263 $205,296 $212,333 Cost of gas sold 37,151 44,616 69,484 80,289 106,552 121,032 -------- -------- -------- -------- -------- -------- Operating margin 36,535 31,974 63,402 57,974 98,744 91,301 -------- -------- -------- -------- -------- -------- Operating expenses: Operation and maintenance 12,201 12,472 23,519 23,476 47,178 47,041 Depreciation and amortization 3,457 3,146 6,911 6,165 13,151 12,155 Taxes- State gross earnings 2,189 2,301 3,945 4,071 5,897 6,226 Local property and other 2,095 2,026 3,974 3,715 7,692 7,137 Federal income 5,029 3,461 7,275 5,763 6,001 3,995 -------- -------- -------- -------- -------- -------- Total operating expenses 24,971 23,406 45,624 43,190 79,919 76,554 -------- -------- -------- -------- -------- -------- Operating income 11,564 8,568 17,778 14,784 18,825 14,747 Other, net 147 179 304 251 424 469 -------- -------- -------- -------- -------- -------- Income before interest expense 11,711 8,747 18,082 15,035 19,249 15,216 -------- -------- -------- -------- -------- -------- Interest expense: Long-term debt 1,482 1,512 2,972 3,032 5,982 6,084 Other 467 477 993 826 1,776 1,352 Interest capitalized (72) (56) (154) (95) (279) (155) -------- -------- -------- -------- -------- -------- 1,877 1,933 3,811 3,763 7,479 7,281 -------- -------- -------- -------- -------- -------- Net income 9,834 6,814 14,271 11,272 11,770 7,935 Dividends on preferred stock (139) (174) (278) (348) (556) (696) -------- -------- -------- -------- -------- -------- Net income applicable to common stock $ 9,695 $ 6,640 $ 13,993 $ 10,924 $ 11,214 $ 7,239 ======== ======== ======== ======== ======== ======== Earnings per common share $7.79 $5.34 $11.25 $8.78 $9.01 $5.82 ======== ======== ======== ======== ======== ======== Dividends paid per common share $.96 $.96 $1.92 $1.92 $3.84 $3.80 ======== ======== ======== ======== ======== ======== Weighted average common shares outstanding 1,243.6 1,243.6 1,243.6 1,243.6 1,243.6 1,243.6 ======== ======== ======== ======== ======== ======== I-1 THE PROVIDENCE GAS COMPANY --------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- (Thousands) (Unaudited) ----------------------------------- March 31, March 31, September 30, 1998 1997 1997 --------- --------- ------------- ASSETS - ------ Gas plant, at original cost $300,644 $278,727 $290,614 Less - Accumulated depreciation and utility plant acquisition adjustments 114,632 103,528 108,478 -------- -------- -------- 186,012 175,199 182,136 -------- -------- -------- Current assets: Cash and temporary cash investments 727 1,846 778 Accounts receivable, less allowance of $2,845 at 3/31/98, $4,040 at 3/31/97 and $1,739 at 9/30/97 36,118 46,691 13,120 Unbilled revenues 6,182 8,151 2,658 Deferred gas costs - 3,973 7,151 Inventories, at average cost - Liquefied natural gas, propane and underground storage 8 7,631 18,001 Materials and supplies 959 1,095 1,166 Prepaid and refundable taxes 2,145 2,628 3,293 Prepayments 678 497 966 -------- -------- -------- 46,817 72,512 47,133 -------- -------- -------- Deferred charges and other assets 12,262 12,800 12,874 -------- -------- -------- Total assets $245,091 $260,511 $242,143 ======== ======== ======== CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization $164,730 $162,061 $157,012 -------- -------- -------- (See accompanying statement) Current liabilities: Notes payable 15,600 30,250 20,410 Current portion of long-term debt 3,650 2,420 3,707 Accounts payable 11,083 17,855 16,114 Accrued taxes 8,102 7,369 2,529 Accrued vacation 1,801 1,878 1,658 Customer deposits 3,230 3,613 3,430 Other 3,928 3,832 4,639 -------- -------- -------- 47,394 67,217 52,487 -------- -------- -------- Deferred credits and reserves: Accumulated deferred Federal income taxes 21,048 20,323 20,598 Unamortized investment tax credits 2,275 2,432 2,354 Other 9,644 8,478 9,692 -------- -------- -------- 32,967 31,233 32,644 -------- -------- -------- Commitments and contingencies - - - Total capitalization and liabilities $245,091 $260,511 $242,143 ======== ======== ======== I-2 THE PROVIDENCE GAS COMPANY ------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- FOR THE SIX MONTHS ENDED MARCH 31 ------------------------------------- (Unaudited) ----------- 1998 1997 --------- -------- (Thousands of Dollars) Cash provided by (used for) Operating Activities: - --------------------- Net income $ 14,271 $ 11,272 Items not requiring cash: Depreciation and amortization-plant 6,975 6,228 Changes as a result of regulatory actions 1,500 - Deferred Federal income taxes 450 420 Amortization of investment tax credits (79) (78) Changes in assets and liabilities which provided (used) cash: Accounts receivable (5,082) (32,690) Unbilled revenues (3,524) (5,818) Deferred gas costs (2) 9,155 Inventories 199 8,219 Prepaid and refundable taxes 1,148 587 Prepayments 290 968 Accounts payable 469 1,375 Accrued taxes 5,573 5,502 Accrued vacation, customer deposits and other (768) (1,304) Deferred charges and other 525 1,179 -------- -------- Net cash provided by operations 21,945 5,015 -------- -------- Investing Activities: - --------------------- Expenditures for property, plant and equipment, net (10,766) (8,752) -------- -------- Financing Activities: - --------------------- Proceeds from other long-term debt - 1,345 Payments on long-term debt (2,153) (1,799) Increase(decrease) in notes payable, net (4,810) 9,450 Redemption of preferred stock (1,600) (1,600) Cash dividends on common shares (2,389) (2,388) Cash dividends on preferred shares (278) (348) -------- -------- Cash provided by (used for) financing activities (11,230) 4,660 -------- -------- Increase (decrease) in cash and temporary cash investments (51) 923 Cash and temporary cash investments at beginning of period 778 923 -------- -------- Cash and temporary cash investments at end of period $ 727 $ 1,846 ======== ======== Supplemental disclosures of cash flow information: Cash paid during the period - Interest (net of amount capitalized) $ 3,790 $ 3,682 Income taxes (net of refunds) $ 1,536 $ 966 Schedule of noncash investing and financing activities: Capital lease obligation for equipment $ - $ 232 Other long-term debt for equipment $ - $ 495 I-3 THE PROVIDENCE GAS COMPANY -------------------------- CONSOLIDATED STATEMENTS OF CAPITALIZATION ----------------------------------------- (THOUSANDS) ----------- (Unaudited) ----------------------------------- March 31, March 31, September 30, 1998 1997 1997 --------- ----------- ----------- Common stock equity: Common stock, $1 par Authorized - 2,500 shares Outstanding -1,244 at 3/31/98, 3/31/97 and 9/30/97 $ 1,244 $ 1,244 $ 1,244 Amount paid in excess of par 37,495 37,607 37,685 Retained earnings 50,915 44,479 39,311 -------- -------- -------- Total common stock equity 89,654 83,330 78,240 -------- -------- -------- Cumulative preferred stock: Redeemable 8.70% Series, $100 par Authorized -80 shares Outstanding -48 shares at 3/31/98 and 64 shares at 3/31/97 and 9/30/97 4,800 6,400 6,400 -------- -------- -------- Long-term debt: First mortgage bonds 69,600 71,200 71,200 Other long-term debt 2,897 1,840 3,207 Capital leases 1,429 1,711 1,672 -------- -------- -------- Total long-term debt 73,926 74,751 76,079 Less current portion 3,650 2,420 3,707 -------- -------- -------- Long-term debt, net 70,276 72,331 72,372 -------- -------- -------- Total capitalization $164,730 $162,061 $157,012 ======== ======== ======== 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 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 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 1997 filed on Form 10-K are adequate to make the information presented not misleading. Rates and Regulation - -------------------- The Registrant is subject to the regulatory jurisdiction of the Rhode Island Public Utilities Commission (RIPUC) with respect to rates and charges, standards of service, accounting and other matters. In August 1997, the RIPUC approved the Price Stabilization Plan Settlement Agreement, (the Plan or Energize RI) among the Registrant, the Rhode Island Division of Public Utilities and Carriers (the Division), The Energy Council of Rhode Island, and the George Wiley Center. Effective October 1, 1997 through September 30, 2000, Energize RI provides customers with an initial price decrease of approximately four percent and a three-year price freeze. In connection with the price decrease, the Registrant will write-off and not recover $1.5 million of previously deferred gas costs. Under Energize RI, the Gas Charge Clause (GCC) will be suspended for the entire three-year term of the Plan. Any excess or deficiency between amounts billed and actual gas costs incurred will be retained or borne by the Registrant. Energize RI also requires the Registrant to make significant capital investments to improve its distribution system. Capital investments required by Energize RI are estimated to total approximately $26 million over its three-year term. In addition, the Registrant is required to fund the Demand Side Management Rebate Assistance Program and the Low Income Weatherization Program at annual levels of $.5 million and $.2 million, respectively. Energize RI also calls for the Registrant to fund the Low Income Assistance Program at an annual level of $1.0 million. Finally, Energize RI continues the process of unbundling by requiring the Registrant to provide unbundled service offerings for up to 10 percent per year of firm system throughput. As part of Energize RI, the Registrant will amortize over a ten year period approximately $4.0 million of environmental costs previously charged to the accumulated depreciation reserve. All environmental costs incurred during the term of Energize RI will also be amortized over a ten year period. Under Energize RI the Registrant may earn up to 10.9 percent annually on its average common equity of up to $81.0 million, $86.2 million and $92.0 million in fiscal 1998, 1999, and 2000, respectively. In addition, the Registrant may not earn less than a 7 percent return on average common equity under the Plan. In the event that the Registrant earns in excess of 10.9 percent or less than 7 percent, the Registrant will defer revenues or costs through a deferred revenue account over the term of the Plan. Any balance in the deferred revenue account at the end of the Plan will be refunded to or recovered from customers in a manner determined by all parties and approved by the RIPUC. I-5 The Integrated Resource Plan (IRP) will be terminated as a result of Energize RI. In addition to the funding for the demand side management program and low income weatherization and assistance programs, the IRP provided for a performance-based ratemaking mechanism. The Registrant was able to record its annual share of the performance-based ratemaking mechanism in both 1997 and 1996, which resulted in a $1.5 million increase to operating margin in each of those years. As part of the performance-based ratemaking mechanism, the Registrant was allowed to record approximately $3.0 million in non-firm margin, subject to the Registrant's ability to generate sufficient gas cost savings for customers. In both fiscal 1997 and 1996, the Registrant achieved enough savings to earn $3.0 million in non-firm margin in each of those years. As a result of Energize RI, the Registrant will only retain the actual margin earned from non- firm customers. Gas Supply - ---------- The Registrant has entered into a full requirements contract with Duke Energy Trading and Marketing, LLC (DETM) to provide all of its gas supply needs beginning October 1, 1997 and continuing through September 30, 2000. DETM will provide all gas supplies required by the Registrant, while the Registrant is committed to purchase all supplies exclusively from DETM. Supplies required by the Registrant's firm sales customers will be purchased at a single, fixed commodity price for the entire contract period. In order to provide this service, DETM, for the contract period, will take responsibility for the Registrant's pipeline capacity resources not previously released, all storage contracts and all LNG capacity. Under the contract, DETM has purchased all working gas in storage including both LNG and contract storage as of October 1, 1997. Gas inventories purchased were valued at approximately $18 million. All supply resources assigned to DETM will revert back to the Registrant on October 1, 2000. The contract was entered into following a competitive bidding process. As well as providing supply for firm customers at a fixed price, DETM will provide gas at market prices to cover the Registrant's non-firm sales customer's needs and to make up the supply imbalances of transportation customers. DETM will also provide various other services to the Registrant's transportation service customers including enhanced balancing, standby and the storage and peaking services available under the Registrant's recently approved FT-2 storage service effective December 1, 1997. DETM will receive the supply related revenues from these services in exchange for providing the supply management inherent in these services. Included in the DETM contract are a number of other important features. The Registrant has retained the right to continue to make portfolio changes to reduce supply costs. To the extent the Registrant makes such changes the Registrant must keep DETM whole for the value lost over the remainder of the contract period. The contract relieves the Registrant of the need to perform certain upstream supply management functions which will make it possible for the Registrant to take on the additional supply management workload required by the further unbundling of firm sales customers without major staffing additions. 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 I-6 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 March 31, 1998, 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 March 31, 1998, approximately $1.9 million has been spent primarily on studies at this site. In accordance with state laws, such 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 this site. The Registrant has completed the study which indicated that remediation will be required for two-thirds of the property. The remediation will begin in May of 1998 and will continue for a duration of three to six months. During the remediation process the remaining one-third of the property will also be investigated and remediated if necessary. At March 31, 1998, the Registrant has compiled a preliminary range of costs based on remediation alternatives, ranging from $1.7 million to in excess of $5.0 million. However, because of the uncertainties associated with environmental assessment and remediation activities, the future cost 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 March 31, 1998 for anticipated future remediation costs at this site. Tests conducted following the discovery in 1996 of an abandoned underground oil storage tank at the Registrant's Westerly, Rhode Island operations center confirmed 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 the 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 $50,000. Accordingly, the Registrant has accrued $50,000 at March 31, 1998 for anticipated future remediation costs. 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 $2.1 million and an estimated $1.7 million for environmental remediation costs have been charged to the accumulated depreciation reserve at March 31, 1998. Due to the magnitude of the Registrant's environmental investigation and remediation expenditures, the Registrant sought current recovery for these I-7 amounts. As a result, in accordance with the Price Stabilization Plan Settlement Agreement described in "Rates and Regulation", which became effective -------------------- October 1, 1997, all environmental investigation and remediation costs incurred through September 30, 1997, as well as all costs incurred during the three-year term of the Plan, will be amortized over a ten-year period. Additionally, it is the Registrant's practice to consult with the RIPUC on a periodic basis when, in management's opinion, significant amounts might be expended for environmental- related costs. Management has begun discussions with other parties who may assist the Registrant in paying any 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. New Accounting Pronouncements - ----------------------------- In October 1997, the Registrant adopted the Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share", which is effective for financial statements issued for periods ending after December 15, 1997. SFAS No. 128 replaces the presentation of primary earnings per share with the presentation of basic earnings per share on the face of the income statement. Basic earnings per share excludes dilution and is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Basic earnings per share and diluted earnings per share are the same for all periods presented. Earnings per share for the prior periods presented have been unchanged when calculated under SFAS No. 128. Effective October 1, 1997, the Registrant adopted the provisions of Statement of Position (SOP) 96-1, "Environmental Remediation Liabilities". This Statement provides authoritative guidance for recognition, measurement, display and disclosure of environmental remediation liabilities in financial statements. The Registrant has recorded environmental remediation liabilities of approximately $1.7 million at March 31, 1998. SOP 96-1 did not have an impact on the Registrant's financial position or results of operations upon adoption. Also see "Environmental Matters". --------------------- In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". SFAS No. 130, which is effective for fiscal years beginning after December 15, 1997, requires that an enterprise (a) classify items of other comprehensive income by their nature in a financial statement and (b) display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of a statement of financial position. SFAS No. 131, which is effective for fiscal years beginning after December 15, 1997, requires that a public business enterprise report financial and descriptive information about its reportable operating segments. These statements require additional disclosure only and will not effect the financial position or results of operations of the Registrant. I-8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ----------------------------------------------------------- AND RESULTS OF OPERATIONS ------------------------- The 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" statements 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; changes in, or the failure to comply with, government regulations; 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; the ability of the Registrant to acquire and implement computer software that will be Year 2000 compliant; unanticipated environmental liabilities; 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 applicable to common stock for the three, six and twelve months ended March 31, 1998 and for comparable periods ended March 31, 1997 are as follows: (thousands where applicable) Three Months Six Months Twelve Months Ended March 31 Ended March 31 Ended March 31 1998 1997 1998 1997 1998 1997 ------- ------- -------- -------- -------- -------- Operating revenues $73,686 $76,590 $132,886 $138,263 $205,296 $212,333 ======= ======= ======== ======== ======== ======== Operating margin $36,535 $31,974 $ 63,402 $ 57,974 $ 98,744 $ 91,301 ======= ======= ======== ======== ======== ======== Net income applicable to common stock $ 9,695 $ 6,640 $ 13,993 $ 10,924 $ 11,214 $ 7,239 ======= ======= ======== ======== ======== ======== Operating Margin - ---------------- During the latest quarter, the Registrant experienced weather that was 11.0 percent warmer than the same quarter last year. The warmer temperatures resulted in decreased margin of approximately $3.6 million compared to the same quarter last year. Offsetting the warmer than normal weather is $5.5 million of margin generated by Energize RI, which became effective October 1, 1997. This additional margin resulted from freezing the GCC mechanism used previously to adjust for the over or underrecovery of gas costs was approximately $5.9 million and was offset by the funding of the IRP programs I-9 of approximately $400,000. Also offsetting the warmer than normal weather is the impact Energize RI has as a result of no longer recording revenues using seasonal embedded gas cost factors. When compared to the same quarter last year when seasonal gas cost factors were being used, operating margin has increased approximately $2.7 million. The effect of this increase, however, will reverse in subsequent quarters and will have no impact on annual earnings. During the current year, weather has been 3.7 percent warmer than the same period last year. The warmer temperatures resulted in decreased margin of approximately $2.9 million compared to last year. Offsetting the warmer than normal weather is $6.3 million of margin generated by Energize RI. The additional margin which resulted from freezing the GCC mechanism used previously to adjust for the over or underrecovery of gas costs was approximately $8.7 million and was offset by the write-off of $1.5 million of previously deferred gas costs and funding of the IRP programs of approximately $900,000. When compared to the same period last year when seasonal gas cost factors were being used, operating margin has increased approximately $3.1 million. The effect of this increase, however, will reverse in subsequent quarters and will have no impact on annual earnings. Additionally, non-firm margin decreased $1.0 million during the first half of fiscal year 1998 when compared with the first half of fiscal 1997. Prior to Energize RI, the Registrant was allowed to record approximately $3.0 million in non-firm margin under the terms of the Integrated Resource Plan, subject to the Registrant's ability to generate sufficient gas cost savings for customers. As a result of Energize RI, the Registrant retains the actual non-firm margin earned. Due to an unfavorable pricing difference between natural gas and alternate fuels, the Registrant experienced a decrease in non-firm sales and transportation margin. This decrease is expected to continue during the remainder of the fiscal year. The increase in operating margin for the twelve month periods presented is primarily due to the reasons stated above. Operating and Maintenance Expenses - ---------------------------------- Overall, operating and maintenance expenses were stable for the periods presented. Depreciation and Amortization Expenses - -------------------------------------- Depreciation and amortization expense increased approximately $300,000 or 9.9 percent for the three months ended March 31, 1998, approximately $700,000, or 12.1 percent for the six months ended March 31, 1998 and approximately $1.0 million or 8.2 percent for the twelve months ended March 31, 1998, versus the same periods last year. These increases are the result of capital spending and the amortization of previously deferred environmental costs. Effective October 1, 1997 the Registrant began amortizing environmental costs over a ten-year period in accordance with Energize RI. Taxes - ----- Taxes increased approximately $1.5 million or 19.6 percent for the three months ended March 31, 1998, approximately $1.6 million or 12.1 percent for the six months ended March 31, 1998 and approximately $2.2 million or 12.9 percent for the twelve months ended March 31, 1998, versus the same periods last year. The overall increase in taxes is primarily due to increases in Federal income taxes as a result of higher pretax income this year compared to last year. Additionally, local property and other taxes have increased as result of capital spending during the last year. I-10 Interest Expense - ---------------- Interest expense decreased approximately $56,000 or 2.9 percent for the three months ended March 31, 1998, and increased approximately $48,000 or 1.3 percent for the six months ended March 31, 1998 and approximately $200,000 or 2.7 percent during the twelve months ended March 31, 1998, versus the same periods last year. During the prior year, interest expense was impacted by accrued interest on the over or under recovery of gas costs that was due to or from ratepayers. Effective October 1, 1997, the Registrant froze the GCC mechanism in connection with Energize RI. During the three-year term of the Plan, the Registrant will no longer accrue interest on the over or under collection of gas costs from ratepayers. Future Outlook - -------------- A) Regulatory Under Energize RI, the Registrant may earn up to 10.9 percent annually on its average common equity of up to $81.0 million, $86.2 million, and $92.0 million in fiscal 1998, 1999 and 2000, respectively. In addition, the Registrant may not earn less than a seven percent return on average common equity. In the event the Registrant earns in excess of 10.9 percent or less than seven percent, the Registrant will defer revenues or costs through a deferred revenue account. Any balance in the deferred revenue account at the end of the Plan will be refunded to or recovered from customers in a manner to be approved by the RIPUC. Despite the increase in earnings for the current quarter and year to date, the Registrant expects earnings for the year to be significantly less than last year as a result of extremely warmer temperatures in the region. It is important to note that due to the Energize RI Plan, quarterly earnings and year to date earnings for this year versus last year will not be comparable due to the shifting of gas costs from the first half of this year to the second half and timing of expenses associated with investments included in the plan. These factors will result in higher earnings for the first half of the year and lower earnings for the last half of the year. In May 1996, the RIPUC approved a Rate Design Settlement Agreement among the Registrant, the Division, TEC-RI, and a consortium of oil heat organizations. The Agreement began a process of unbundling natural gas service in Rhode Island, enabling customers to choose their gas suppliers. The Agreement went into effect in June 1996. The initial step was available to approximately 120 of the largest commercial and industrial customers. In August 1997, the RIPUC approved a plan, called "Business Choice", to further unbundle services to an additional 3,400 medium and large commercial and industrial customers. The Registrant commenced Business Choice in December 1997. At March 31, 1998, the Registrant had approximately 1,000 firm transportation customers. Energize RI continues the process of unbundling by requiring the Registrant to provide unbundled service offerings for up to 10 percent per year of firm system throughput. Liquidity and Capital Resources - ------------------------------- The Registrant meets seasonal cash requirements and finances its capital expenditures program on an interim basis through short-term borrowings. Management believes its available financings are sufficient to meet these seasonal needs. During the current six month period, the Registrant's cash flow from operations increased approximately $16.9 compared to the same period last year. This increase is primarily due to the sale of the Registrant's working I-11 gas in storage to Duke Energy Trading and Marketing as well as additional margin generated by Energize RI. The additional cash flows resulting from Energize RI have enabled the Registrant to avoid seasonal short-term borrowings during the current fiscal year. Capital expenditures for the year to date period of $10.8 million increased $2.0 million or 23.0 percent when compared to the $8.8 million last year. As a result of Energize RI, the Registrant is committed to making significant capital improvements to its distribution system during the Plan's three-year term. These improvements will expand the distribution system into economically developing areas of Rhode Island as well as accelerate the replacement of mains and services. Capital expenditures for the remainder of the fiscal year are expected to be approximately $21.9 million. Anticipated capital expenditures during the next three years are expected to total approximately $80 million. To finance capital expenditures, the Registrant issued $15 million in First Mortgage bonds in April 1998 at 6.82 percent. These bonds require semi-annual interest payments and a lump sum repayment of principal in 20 years. During the next two years, the Registrant plans to upgrade significant portions of its computer software in connection with its decision to move towards a client server environment. The replacement of the software will provide the additional functionality necessary as the Registrant's business environment continues to change. The new software will also be Year 2000 compliant. The Registrant is continuing to assess its remaining computer applications for Year 2000 compliance and is currently unable to assess what impact future modifications, if any, will have on the Registrant's results of operations. I-12 PROVIDENCE GAS COMPANY ---------------------- PART II. OTHER INFORMATION - ------- ----------------- Item 4. Submission of Matters to a Vote of Security Holders - ------- --------------------------------------------------- The annual meeting of shareholders for the Registrant's parent company, Providence Energy Corporation, was held on January 15, 1998 and the following nominees to the Registrant's Board of Directors were elected as Directors for terms expiring at the time of the 2001 annual meeting by the following vote: Mrs. M. Anne Szostak 4,517,895 FOR 68,693 WITHHELD Mr. Gilbert R. Bodell, Jr. 4,512,760 FOR 73,828 WITHHELD Mr. Paul F. Levy 4,521,998 FOR 64,590 WITHHELD Mr. W. Edward Wood 4,515,826 FOR 70,762 WITHHELD Item 6 (a). Exhibits - --------------------- 10. Management contract dated March 13, 1998 between James A. Grasso, Vice President, Public and Government Affairs and the Registrant. 27. Financial Data Schedule Item 6 (b). Reports on Form 8-K - -------------------------------- No reports on Form 8-K were filed during the quarter for which this report is filed. 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, Chief Financial Officer, Treasurer, and Assistant Secretary Date: May 13, 1998 ------------ II-2