1 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 Quarter Ended June 30, 1996 Commission File No. 0-234 ------------- ----- MOBILE GAS SERVICE CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Alabama 63-0142930 - -------------------------------------------------------------------------------- (State or other jurisdiction of I.R.S.Employer incorporation or organization) Identification No.) 2828 Dauphin Street, Mobile, Alabama 36606 - -------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code 334-476-2720 ------------ No change - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the close of the period covered by this report. Common Stock (2.50 par value) outstanding - 3,218,383 shares. Total pages in this report 12 ---- 1 2 MOBILE GAS SERVICE CORPORATION INDEX Page No. -------- PART I. Financial Information: Consolidated Balance Sheets - June 30, 1996 and 1995 and September 30, 1995 3 - 4 Consolidated Statements of Income - Three, Nine, and Twelve Months Ended June 30, 1996 and 1995 5 Consolidated Statements of Retained Earnings - Three, Nine, and Twelve Months Ended June 30, 1996 and 1995 6 Consolidated Statements of Cash Flows - Nine Months Ended June 30, 1996 and 1995 6 Notes to Consolidated Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 10 PART II. Other Information 11 Exhibit Index 12 2 3 PART I. FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEETS (In Thousands) June 30, ----------------------- September 30, Assets 1996 1995 1995 ----------------------- ------------- (Unaudited) Property, Plant, and Equipment $ 149,378 $ 142,765 $ 146,589 Less Accumulated Depreciation and Amortization 35,150 31,100 31,853 --------- --------- --------- Property, Plant, and Equipment in Service - Net 114,228 111,665 114,736 Construction Work in Progress 1,916 2,327 188 --------- --------- --------- Total Property, Plant, and Equipment 116,144 113,992 114,924 --------- --------- --------- Current Assets: Cash and Cash Equivalents 1,482 731 1,023 Receivables: Gas 4,308 2,960 2,809 Merchandise 2,554 2,436 2,430 Other 423 245 208 Less Allowance for Doubtful Accounts (366) (217) (266) Materials, Supplies, and Merchandise 1,080 1,041 1,206 Gas Stored Underground 2,069 1,357 1,352 Deferred Gas Costs 309 211 156 Deferred Income Taxes 2,441 3,721 3,540 Prepayments 1,300 1,246 1,456 --------- --------- --------- Total Current Assets 15,600 13,731 13,914 --------- --------- --------- Regulatory Asset 1,469 1,663 1,780 --------- --------- --------- Merchandise Receivables Due After One Year 4,349 4,331 4,319 --------- --------- --------- Deferred Charges 1,611 1,666 1,630 --------- --------- --------- Total $ 139,173 $ 135,383 $ 136,567 ========= ========= ========= See Accompanying Notes to Consolidated Financial Statements. 3 4 CONSOLIDATED BALANCE SHEETS (Continued) (In Thousands, Except Share Data) June 30, September 30, Capitalization and Liabilities 1996 1995 1995 -------------------- ------------- (Unaudited) Capitalization: Stockholders' Equity Common Stock, $2.50 Par Value (Authorized 4,000,000 Shares; Outstanding: June, 1996 - 3,218,000 Shares; June, 1995 - 3,209,000 Shares; September, 1995 - 3,211,000 Shares) $ 8,046 $ 8,022 $ 8,028 Capital in Excess of Par Value 9,269 9,081 9,123 Retained Earnings 33,784 28,722 27,912 -------- -------- -------- Total Stockholders' Equity 51,099 45,825 45,063 Minority Interest 2,378 1,962 2,011 Long-Term Debt (Less Current Maturities) 55,405 57,463 57,328 -------- -------- -------- Total Capitalization 108,882 105,250 104,402 -------- -------- -------- Current Liabilities: Current Maturities of Long-Term Debt 2,058 1,710 1,719 Notes Payable 1,000 1,800 Accounts Payable 3,190 1,450 2,249 Dividends Declared 901 866 867 Customer Deposits 1,549 1,549 1,558 Taxes Accrued 3,341 3,983 2,273 Interest Accrued 1,389 1,412 1,673 Deferred Purchased Gas Adjustment 2,082 6,118 5,960 Other Liabilities 2,349 1,938 2,237 -------- -------- -------- Total Current Liabilities 17,859 19,026 20,336 -------- -------- -------- Accrued Pension Cost 1,738 1,642 1,639 Accrued Postretirement Benefit Cost 1,569 1,737 1,480 Accumulated Deferred Income Taxes 8,647 7,225 8,213 Accumulated Deferred Investment Tax Credits 478 503 497 -------- -------- -------- Total $139,173 $135,383 $136,567 ======== ======== ======== See Accompanying Notes to Consolidated Financial Statements. 4 5 CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In Thousands, Except Per Share Data) Three Months Nine Months Twelve Months Ended June 30, Ended June 30, Ended June 30, ---------------------- ---------------------- ---------------------- 1996 1995 1996 1995 1996 1995 -------- -------- -------- -------- -------- -------- Operating Revenues Gas Revenues $ 14,333 $ 11,337 $ 57,793 $ 46,671 $ 67,380 $ 55,823 Merchandise Sales and Jobbing 784 702 2,361 2,308 2,961 2,998 -------- -------- -------- -------- -------- -------- Total Operating Revenues 15,117 12,039 60,154 48,979 70,341 58,821 -------- -------- -------- -------- -------- -------- Operating Expenses Cost of Gas 3,569 3,081 17,573 16,230 19,682 18,788 Cost of Merchandise and Jobbing 608 568 1,778 1,784 2,142 2,327 Operations 4,395 3,673 13,652 11,951 17,552 15,718 Maintenance 437 345 1,233 1,053 1,600 1,504 Depreciation 1,354 1,278 4,062 3,821 5,296 4,892 Taxes, Other Than Income Taxes 1,279 1,061 4,567 3,886 5,432 4,778 -------- -------- -------- -------- -------- -------- Total Operating Expenses 11,642 10,006 42,865 38,725 51,704 48,007 -------- -------- -------- -------- -------- -------- Operating Income 3,475 2,033 17,289 10,254 18,637 10,814 -------- -------- -------- -------- -------- -------- Other Income and (Expense) Interest Expense (1,287) (1,346) (3,971) (4,118) (5,345) (5,608) Allowance for Borrowed Funds Used During Construction 10 4 18 52 23 658 Interest Income 244 78 630 423 644 494 Minority Interest (110) (74) (324) (243) (393) (317) -------- -------- -------- -------- -------- -------- Total Other Income (Expense) (1,143) (1,338) (3,647) (3,886) (5,071) (4,773) -------- -------- -------- -------- -------- -------- Income Before Income Taxes 2,332 695 13,642 6,368 13,566 6,041 -------- -------- -------- -------- -------- -------- Income Taxes 941 256 5,133 2,397 5,000 2,316 -------- -------- -------- -------- -------- -------- Net Income $ 1,391 $ 439 $ 8,509 $ 3,971 $ 8,566 $ 3,725 ======== ======== ======== ======== ======== ======== Earnings Per Share of Common Stock $ 0.43 $ 0.14 $ 2.65 $ 1.24 $ 2.66 $ 1.20 ======== ======== ======== ======== ======== ======== Cash Div. Per Share of Common Stock $ 0.28 $ 0.27 $ 0.82 $ 0.79 $ 1.09 $ 1.05 ======== ======== ======== ======== ======== ======== Average Common Shares Outstanding 3,218 3,209 3,216 3,206 3,214 3,103 ======== ======== ======== ======== ======== ======== See Accompanying Notes to Consolidated Financial Statements. 5 6 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (Unaudited) (In Thousands) Three Months Nine Months Twelve Months Ended June 30, Ended June 30, Ended June 30, ------------------- ------------------- ------------------- 1996 1995 1996 1995 1996 1995 ------- ------- ------- ------- ------- ------- Balance at Beginning of Period $33,295 $29,149 $27,912 $27,284 $28,722 $28,362 Net Income for Period 1,391 439 8,509 3,971 8,566 3,725 ------- ------- ------- ------- ------- ------- Total 34,686 29,588 36,421 31,255 37,288 32,087 Less: Dividends 902 866 2,637 2,533 3,504 3,365 ------- ------- ------- ------- ------- ------- Balance at End of Period $33,784 $28,722 $33,784 $28,722 $33,784 $28,722 ======= ======= ======= ======= ======= ======= CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In Thousands) Nine Months Ended June 30, ---------------------- 1996 1995 -------- -------- Cash Flows from Operating Activities: Net Cash Provided by Operating Activities $ 10,727 $ 7,238 -------- -------- Cash Flows From Investing Activities: Capital Expenditures (5,411) (8,813) Decrease in Temporary Investments -- 1,900 -------- -------- Net Cash Used in Investing Activities (5,411) (6,913) -------- -------- Cash Flows From Financing Activities: Repayment of Debts (1,584) (1,242) Short-Term Borrowings, Net (800) Payment of Dividends, Net of Dividend Reinvestment (2,473) (2,397) -------- -------- Net Cash Used In Financing Activities (4,857) (3,639) -------- -------- Net Increase (Decrease) in Cash and Cash Equivalents 459 (3,314) Cash & Cash Equivalents at Beginning of Period 1,023 4,045 -------- -------- Cash & Cash Equivalents at End of Period $ 1,482 $ 731 ======== ======== See Accompanying Notes to Consolidated Financial Statements. 6 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. The consolidated financial statements include the accounts of Mobile Gas Service Corporation, its wholly-owned subsidiaries, MGS Energy Services, Inc., MGS Storage Services, Inc., MGS Marketing Services, Inc., its 87.5% owned partnership, Bay Gas Storage Company, Ltd. (Bay Gas), and its 51% owned partnership, Southern Gas Transmission Company (collectively the "Company"). Minority interest represents the respective other owner's proportionate share of the equity of Bay Gas and Southern Gas Transmission Company. All significant intercompany balances and transactions have been eliminated. Note 2. Due to the high percentage of customers using gas for heating, the Company's operations are seasonal in nature. Therefore, the results of operations for the three and nine month periods ended June 30, 1996 and 1995 are not indicative of the results to be expected for the full year. Note 3. The accompanying unaudited condensed 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, consisting of normal and recurring accruals, which are, in the opinion of management, necessary to present fairly the results for the interim periods have been made and are of a recurring nature. The statement 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 full fiscal year ended September 30, 1995. 7 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Mobile Gas Service Corporation (Mobile Gas), an investor owned gas utility incorporated under the laws of the State of Alabama, is engaged principally in the distribution of natural gas to customers in Southwest Alabama. Mobile Gas serves approximately 100,000 residential, commercial, and industrial customers. Gas deliveries to these customers are regulated by the Alabama Public Service Commission (APSC). Bay Gas Storage Company, Ltd. (Bay Gas) is a limited partnership in which MGS Storage Services, Inc., a wholly owned subsidiary of Mobile Gas, is general partner and 87.5% owner. Bay Gas operates an underground cavern for the storage of natural gas, and is a regulated utility governed under the jurisdiction of the APSC, and as such, Bay Gas' intrastate contracts are subject to APSC approval. In addition, by Federal Energy Regulatory Commission order, Bay Gas is permitted to charge market-based rates for interstate storage services. Unregulated operations include the sale and financing of appliances, jobbing work, and contract and consulting work for utilities and industrial customers. FINANCIAL CONDITION Cash requirements in the third quarter of fiscal 1996 have been met through internally generated funds and short-term bank borrowings. Cash flow from operations for the nine months ended June 30, 1996 increased $3.5 million, or 48%, from the comparable period in fiscal 1995. The increase in cash flow from operations is due primarily to increased net income of $4.5 million. The Company's capital needs are due primarily to its on-going construction program. The Company has significant construction projects in progress which are in addition to its normal construction program. During 1995, Mobile Gas entered into a long-term contract with Tuscaloosa Steel to transport gas to its facility which is to be operational in the summer of 1997. In order to transport natural gas under that contract, Mobile Gas has begun construction of five miles of new high pressure pipeline and upgrades of certain other segments of the system. The total capital commitment to this project is nearly $10 million of which $522,000 has been expended as of June 30, 1996. When Tuscaloosa Steel's facility becomes operational, it will become the largest single user of natural gas in the Company's service area. In addition, Bay Gas is installing additional equipment which will more than double the maximum daily withdrawal capacity of its storage facility. When the expansion is completed in December 1997, it will enable Bay Gas to meet more effectively its existing and potential customer withdrawal needs. The estimated cost of the expansion is $1.2 8 9 million. Capital expenditures for the remainder of fiscal 1996 are estimated to be $ 1.8 million. Funds for the Company's working capital and capital needs are expected to come from internal cash generation, the issuance of long-term debt, and drawings upon the Company's unused lines of credit totaling $19 million at June 30, 1996. Management believes it has adequate financial flexibility to meet its anticipated cash needs in the foreseeable future. RESULTS OF OPERATIONS Net income for the three, nine and twelve month periods ended June 30, 1996 was $1,391,000, $8,509,000 and $8,566,000, respectively. Net income for the same prior year periods was $439,000, $3,971,000 and $3,725,000, respectively. The increase in net income resulted primarily from colder weather combined with a general rate increase which went into effect on December 1, 1995. The impact of colder weather increased earnings per share $.14 for the three month period and $.81 for the nine and twelve month periods ended June 30, 1996. Colder weather increased earnings that would have occurred with normal weather $.11 per share for the three month period and $.45 per share for the nine and twelve month periods ended June 30, 1996. Weather normalized earnings, referred to above, will be useful in evaluating future earnings since the Alabama Public Service Commission authorized Mobile Gas to apply, on a prospective basis, a temperature rate adjustment to customers' gas bills for the months of November through April. This temperature rate adjustment will help level out the effects of temperature extremes on Company earnings by reducing high gas bills to customers in colder than normal weather and increasing gas revenues received by the Company in warmer than normal weather. The temperature rate adjustment will be reflected in customers' bills beginning in November 1996. Gas revenues increased 26%, 24% and 21%, respectively, for the three, nine and twelve month periods ended June 30, 1996 compared to the corresponding periods in fiscal 1995. The increase in gas revenues was primarily due to colder weather during the 1995-96 heating season. Temperatures in the Company's service area during the three month period were colder than prior year and normal by 139% and 89%, respectively. For the nine and twelve month periods, temperatures were 53% colder than prior year and 24% colder than normal. As a result of colder weather, volumes of gas sold and delivered to temperature sensitive customers increased 25%, 26% and 22%, respectively, during the current three, nine and twelve month periods. The general rate increase, which was approved by the Alabama Public Service Commission, is designed to provide additional annual revenues of $6,890,000. Changes in the cost of gas for the three, nine and twelve month periods ended June 30, 1996 were due primarily to the same factors affecting gas revenues. 9 10 Operations and maintenance expense, in the aggregate increased 20%, 15% and 11%, respectively, for the three, nine and twelve month periods ended June 30, 1996 as a result of increased payroll, pension and benefits, maintenance costs, sales promotion and advertising, and allowance for bad debt expenses. Taxes, other than income taxes, consist primarily of state and local taxes which are based on gross revenues and fluctuate accordingly. These taxes are passed through to customers and thus do not impact the Company's net income. The allowance for borrowed funds used during construction decreased $635,000, or 97%, for the twelve months ended June 30, 1996 compared to the corresponding prior year period. As a result of the commencement of Bay Gas operations in September 1994, interest related to the long term debt of Bay Gas was no longer capitalized. Such capitalized interest was previously reflected in the allowance for borrowed funds used during construction which had the effect of reducing interest expense. Interest income increased $166,000, $207,000 and $150,000, respectively, for the three, nine and twelve month periods ended June 30, 1996 as a result of increased cash flow from operations which provided more opportunity to deposit excess funds in short-term investments. Income tax expense changed primarily in relation to changes in pre-tax income for the periods ending June 30, 1996. 10 11 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits -------- Exhibit No. 27 Financial Data Schedule (b) Reports on Form 8-K ------------------- During the quarter for which this report is filed, there were no reports filed filed on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MOBILE GAS SERVICE CORPORATION ------------------------------ (Registrant) Date August 9, 1996 s/s John S. Davis -------------------------- ------------------------------------------ John S. Davis President and Chief Executive Officer Date August 9, 1996 s/s Charles P. Huffman -------------------------- ------------------------------------------ Charles P. Huffman Vice President and Chief Financial Officer 11 12 EXHIBIT INDEX Exhibit No. - ----------- 27 Financial Data Schedule 12