FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 Commission file number: 1-7196 CASCADE NATURAL GAS CORPORATION (Exact name of Registrant as specified in its charter) Washington 91-0599090 ---------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 222 Fairview Avenue North, Seattle, WA 98109 -------------------------------------- ----- (Address of principal executive offices) (Zip code) (Registrant's telephone number including area code) (206) 624-3900 -------------- 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 registrant's classes of common stock, as of the latest practicable date. Title Outstanding ----- ----------- Common Stock, Par Value $1 per Share 11,045,095 as of July 31, 1999 CASCADE NATURAL GAS CORPORATION Index Page No. -------- Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Statements of Net Earnings 3 Consolidated Condensed Balance Sheets 4 Consolidated Condensed Statements of Cash Flows 5 Notes to Consolidated Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures about Market Risk 11 Part II. Other Information Item 2. Changes in Securities 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 Signature 13 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CASCADE NATURAL GAS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF NET EARNINGS (unaudited) THREE MONTHS ENDED NINE MONTHS ENDED ------------------------------- ------------------------------- Jun 30, 1999 Jun 30, 1998 Jun 30, 1999 Jun 30, 1998 -------------- -------------- -------------- -------------- (thousands except per share data) Operating revenues $ 42,869 $ 36,995 $ 176,904 $ 163,527 Less: Gas purchases 22,746 19,150 91,849 85,098 Revenue taxes 2,831 2,377 11,405 10,471 -------------- -------------- -------------- -------------- Operating margin 17,292 15,468 73,650 67,958 -------------- -------------- -------------- -------------- Cost of operations: Operating expenses 9,064 9,297 27,904 28,191 Depreciation and amortization 3,234 3,655 9,587 10,745 Property and payroll taxes 1,203 1,149 3,525 3,483 -------------- -------------- -------------- -------------- 13,501 14,101 41,016 42,419 -------------- -------------- -------------- -------------- Earnings from operations 3,791 1,367 32,634 25,539 Less interest and other deductions - net 2,477 2,400 7,683 7,299 -------------- -------------- -------------- -------------- Earnings (loss) before income taxes 1,314 (1,033) 24,951 18,240 Income taxes 503 (370) 9,367 6,852 -------------- -------------- -------------- -------------- Net earnings (loss) 811 (663) 15,584 11,388 Preferred dividends 121 124 362 373 -------------- -------------- -------------- -------------- Net earnings (loss) available to common shareholders $ 690 $ (787) $ 15,222 $ 11,015 -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- Common shares outstanding: Weighted average 11,045 11,045 11,045 10,998 Net earnings (loss) per common share, basic and diluted $ 0.06 $ (0.07) $ 1.38 $ 1.00 -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- Cash dividends per share $ 0.24 $ 0.24 $ 0.72 $ 0.72 -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- The accompanying notes are an integral part of these financial statements 3 CASCADE NATURAL GAS CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) Jun 30, 1999 Sep 30, 1998 ---------------- ---------------- ASSETS (Unaudited) Utility Plant, net of accumulated depreciation of $176,810 and $167,356 $ 274,709 $ 266,212 Construction work in progress 6,162 10,394 ---------------- ---------------- 280,871 276,606 ---------------- ---------------- Other Assets: Investments in non-utility property 202 667 Notes receivable, less current maturities 681 1,006 ---------------- ---------------- 883 1,673 ---------------- ---------------- Current Assets: Cash and cash equivalents 4,283 2,338 Accounts receivable, less allowance of $630 and $645 for doubtful accounts 13,367 9,271 Current maturities of notes receivable 204 329 Materials, supplies and inventories 5,398 6,213 Prepaid expenses and other assets 5,498 5,122 ---------------- ---------------- 28,750 23,273 ---------------- ---------------- Deferred Charges 8,007 9,959 ---------------- ---------------- $ 318,511 $ 311,511 ---------------- ---------------- ---------------- ---------------- COMMON SHAREHOLDERS' EQUITY, PREFERRED STOCKS AND LIABILITIES Common Shareholders' Equity: Common stock, par value $1 per share, authorized 15,000,000 shares, issued and outstanding 11,045,095 shares $ 11,045 $ 11,045 Additional paid-in capital 97,380 97,380 Retained earnings 10,272 3,003 ---------------- ---------------- 118,697 111,428 ---------------- ---------------- Redeemable Preferred Stocks, aggregate redemption amount of $6,338 and $6,592 6,186 6,408 ---------------- ---------------- Long-term Debt 125,000 110,650 ---------------- ---------------- Current Liabilities: Notes payable and commercial paper - 6,929 Accounts payable 7,779 10,206 Property, payroll and excise taxes 2,941 4,570 Dividends and interest payable 5,212 7,407 Current maturities of long-term debt - 10,000 Other current liabilities 7,809 3,681 ---------------- ---------------- 23,741 42,793 ---------------- ---------------- Deferred Credits and Other: Gas cost changes 13,694 10,330 Other 31,193 29,902 ---------------- ---------------- 44,887 40,232 ---------------- ---------------- Commitments and Contingencies - - $ 318,511 $ 311,511 ---------------- ---------------- ---------------- ---------------- The accompanying notes are an integral part of these financial statements 4 CASCADE NATURAL GAS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited) NINE MONTHS ENDED --------------------------------- Jun 30, 1999 Jun 30, 1998 -------------- -------------- (dollars in thousands) OPERATING ACTIVITIES: Net earnings $ 15,584 $ 11,388 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 9,587 10,745 Amortization of gas cost changes 776 (450) Gain on sale of land (174) - Increase in deferred income taxes 942 451 Decrease in deferred investment tax credits (184) (194) Cash provided (used) by changes in operating assets and liabilities: Current assets and liabilities (5,741) 5,231 Gas cost changes 2,588 5,471 Other deferrals and non-current liabilities 1,743 2,209 -------------- -------------- Net cash provided by operating activities 25,121 34,851 -------------- -------------- INVESTING ACTIVITIES: Capital expenditures (14,970) (20,998) Customer contributions in aid of construction 2,139 1,578 New consumer loans (17) (332) Receipts on consumer loans 429 853 Proceeds from sale of land 471 - -------------- -------------- Net cash used by investing activities (11,948) (18,899) -------------- -------------- FINANCING ACTIVITIES: Issuance of common stock - 690 Redemption of preferred stock (222) (222) Issuance of long-term debt 14,888 - Repayment of long-term debt (10,650) (500) Changes in notes payable and commercial paper, net (6,929) (8,418) Dividends paid (8,315) (7,692) -------------- -------------- Net cash used by financing activities (11,228) (16,142) -------------- -------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,945 (190) CASH AND CASH EQUIVALENTS: Beginning of period 2,338 3,162 -------------- -------------- End of period $ 4,283 $ 2,972 -------------- -------------- -------------- -------------- The accompanying notes are an integral part of these financial statements 5 CASCADE NATURAL GAS CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS THREE AND NINE MONTHS ENDED JUNE 30, 1999 The preceding statements were taken from the books and records of the Company and reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods. All adjustments were of a normal and recurring nature. Because of the highly seasonal nature of the natural gas distribution business, earnings or loss for any portion of the year are disproportionate in relation to the full year. Reference is directed to the Notes to Consolidated Financial Statements contained in the 1998 Annual Report on Form 10-K for the fiscal year ended September 30, 1998, and comments included therein under "Management's Discussion and Analysis of Financial Condition and Results of Operations". NEW ACCOUNTING STANDARDS: As of the first quarter of fiscal 1999, the Company adopted Statement of Financial Accounting Standards (FAS) Nos. 130, 131, and 132. FAS No. 130, entitled "REPORTING COMPREHENSIVE INCOME," requires companies to (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. The Company does not have other comprehensive income, therefore implementation of this standard has not affected the reporting of its financial information. FAS No. 131, entitled "DISCLOSURE ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION," requires public enterprises to report financial and descriptive information on the basis that is used internally for evaluating segment performance and deciding how to allocate resources to segments. Management views the Company as operating as a single segment, that of a local distribution company (LDC) in the Pacific Northwest. Appropriate disclosures will be included in the year-end financial statements. FAS No. 132, entitled "EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS," modifies the disclosure requirements for pensions and other postretirement benefits, but does not affect the measurement of such benefits. These modified disclosures will be included in the Company's year-end financial statement footnotes. In June 1998, the Financial Accounting Standards Board issued FAS No. 133, entitled "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES." This standard will be effective for fiscal years beginning after June 15, 2000, and will be adopted by the Company as of October 1, 2000. It requires that the fair value of all derivative financial instruments be recognized as either assets or liabilities on the Company's balance sheet. Changes during a period in the fair value of a derivative instrument would be included in earnings or other comprehensive income for the period. The Company is currently evaluating the effects of this standard on its financial reporting. This evaluation is not complete, but the Company believes that some of its natural gas supply contracts may meet the technical definition of derivative instruments, and thus may be subject to the requirements of FAS No. 133. The Company also believes that, because of rate regulation, derivative assets and liabilities would be offset by regulatory assets and regulatory liabilities, and the earnings effect of application of this standard will not be material. STOCK OPTIONS: During the quarter ended March 31, 1999, the Company awarded officers, under the 1998 Stock Incentive Plan, options to purchase 38,000 shares of Cascade common stock. The exercise price per share was equal to the fair market value of the stock at the date of grant. Stock awards granted at 100% of fair market value are not recognized as compensation expense. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's assessment of the Company's financial condition and a discussion of the principal factors that affected consolidated results of operations and cash flows for the three and nine-month periods ended June 30, 1999 and June 30, 1998. RESULTS OF OPERATIONS Net earnings available to common shareholders for the third quarter of fiscal 1999 (quarter ended June 30, 1999) were $690,000, or $0.06 per share, compared to a loss of $787,000, or $0.07 per share, for the second quarter of fiscal 1998. For the nine-month period, net earnings available to common shareholders were $15,222,000, or $1.38 per share, a 38% improvement over the 1998 period results of $11,015,000, or $1.00 per share. Improvements in results for the quarter and year to date periods are primarily attributable to increases in operating margins. OPERATING MARGIN RESIDENTIAL AND COMMERCIAL MARGIN. Operating margins derived from sales to residential and commercial customers were as set forth in the following table: RESIDENTIAL AND COMMERCIAL OPERATING MARGIN ------------------------------------------ Third Quarter of Fiscal Percent Year to Date Jun 30 Percent 1999 1998 Change 1999 1998 Change - ------------------------------------------------------------ ------------------------------------ (dollars in thousands) (dollars in thousands) DEGREE DAYS 1,014 797 27.2% 5,234 4,888 7.1% AVERAGE NUMBER OF CUSTOMERS Residential 151,327 143,746 5.3% 150,136 142,629 5.3% Commercial 26,591 25,518 4.2% 26,393 25,423 3.8% AVERAGE THERM USAGE PER CUSTOMER Residential 138 122 13.4% 737 693 6.2% Commercial 753 697 8.0% 3,633 3,530 2.9% OPERATING MARGIN Residential $ 6,576 $ 5,328 23.4% $ 31,481 $ 27,491 14.5% Commercial $ 3,971 $ 3,493 13.7% $ 19,695 $ 17,697 11.3% For the quarter ended June 30, 1999, operating margin from sales to residential and commercial customers increased by $1.73 million over the same period last year. The primary factors contributing to this improvement were the addition of 8,650 new customers and increased consumption per customer. An increase of $1 per month in the monthly service charge paid by each residential and commercial customer in Washington provided approximately $398,000 of the improved quarterly margins, which was offset by a corresponding reduction in rates charged to industrial customers. For year to date margin, similar factors contributed to the improvement. Higher consumption per customer is largely attributable to the colder weather in the 1998 - 1999 winter heating season. Although the 1998 - 1999 season was warmer than normal, gas consumption the prior winter was affected by even warmer El Nino weather conditions. INDUSTRIAL AND OTHER MARGIN. Operating margin during the 1999 third quarter from industrial and other customers increased $98,000, or 1.5% from the June 1998 quarter. Increased deliveries to customers resulted in approximately $545,000 of margin improvement. This improvement was largely offset by the above mentioned decrease in industrial rates, corresponding with the increased service charges collected from residential and commercial customers. On a year to date basis, industrial and other margin decreased $297,000, or 1.3%. The effect of the above-mentioned rate reduction was $1,187,000, and margins from sales of spot gas supplies decreased 7 $519,000. Offsetting these reductions was an increase in distribution margin resulting from a 10.8% increase in gas deliveries to industrial customers in several major industry classifications served by the Company. COST OF OPERATIONS Cost of operations for the quarter ended June 30, 1999, which consists of operating expenses, depreciation and amortization, and property and payroll taxes, decreased $600,000 or 4.3% from the quarter ended June 30, 1998. OPERATING EXPENSES, which are primarily labor and benefits expenses, decreased $233,000, or 2.5%, for the quarter. Most categories of operating expenses decreased from the third quarter of fiscal 1998, reflecting the Company's increased focus on achieving cost reductions and efficiencies. The lower expenses are primarily the result of reduced staffing levels and various initiatives to reduce operating and administrative costs throughout the Company. Year to date operating expenses decreased $287,000, or 1.0%. Decreases were experienced in most expense categories. Labor and benefits expenses include one-time management restructuring costs of $329,000. Ongoing labor savings resulting from restructuring are expected to be $600,000. DEPRECIATION AND AMORTIZATION decreased by $421,000 (11.5%) for the quarter, and $1,158,000 (10.8%) year to date. Increased depreciation charges from new asset additions were more than offset by the effect of lower depreciation rates adopted in July 1998. The lower depreciation rates resulted from a depreciation study conducted in 1998. The annual effect of the lower rates is approximately $2 million. INTEREST AND OTHER DEDUCTIONS - NET Interest and other deductions increased $77,000 (3.2%) for the quarter, and $384,000 (5.3%) year to date. The increases are due primarily to increases in outstanding debt, as well as higher interest accrued on deferred gas cost balances. There was also a decrease in interest income due to lower short-term investment balances, and fewer appliance loans outstanding. Other non-operating income for the quarter included a gain of $174,000 on the sale of non-utility property. LIQUIDITY AND CAPITAL RESOURCES The seasonal nature of the Company's business creates short-term cash requirements to finance customer accounts receivable and construction expenditures. To provide working capital for these requirements, the Company has a revolving credit commitment of $40 million from three banks. This agreement expires in September 2000. The Company uses the facility to meet short-term needs as well as to support a money market facility and a commercial paper facility of a similar amount. The annual commitment fee is 1/8 of 1%. The Company also has $30,000,000 of uncommitted lines from three banks. Longer term financing is provided by a Medium-Term Note program with $125 million outstanding at June 30, 1999. There is remaining $15 million registered under the Securities Act of 1933 and available for issuance. Because of the availability of short-term credit and the ability to issue long-term debt and additional equity, management believes it has adequate financial flexibility to meet its anticipated cash needs. OPERATING ACTIVITIES Although net earnings for the nine months ended June 30, 1999 were higher by $4,196,000 than the 1998 period, net cash provided by operating activities was $25,121,000, compared to $34,851,000 last year. Affecting the comparison was the difference in cash flows from changes in current assets and 8 liabilities. This change is primarily the result of timing differences related to changes in accounts receivable and accrued taxes. INVESTING ACTIVITIES Cash used by investing activities for the nine months ended June 30, 1999 was $11,948,000, compared to $18,899,000 for the first nine months of fiscal 1998. Capital expenditures in fiscal 1999 were lower due in part to delays in construction of facilities to serve a major new customer. It is expected that this project will be complete by the end of fiscal 1999. Also, new feasibility rules applicable to the Company's Washington operations have had the desired effect of discouraging marginally feasible new customer hookups or requiring marginal customers to contribute more toward the cost of new plant. Under the new rules, customers are required to contractually commit to install appliances that will utilize enough gas to make the Company's investment in plant profitable. Capital expenditures for fiscal 1999 are expected to be approximately $20 million, compared to the original budget of $23.5 million. The Company expects that 1999 capital expenditures will be financed approximately 75% from operating activities, and 25% from debt financing. FINANCING ACTIVITIES Financing activities for the nine months ended June 30, 1999 resulted in a net cash outflow of $11,228,000 compared to $16,142,000 for the comparable period last year. During the first quarter of fiscal 1999, the Company redeemed $10 million of medium term notes, which matured in December. This redemption was funded with short-term debt. In March, the Company issued $15 million of new 7.098% medium-term notes with a 30-year maturity. Proceeds were used primarily to pay down short-term debt. YEAR 2000 READINESS DISCLOSURE This Year 2000 Readiness Disclosure is based in part on information provided to the Company by outside suppliers and vendors. While the Company believes this outside information is accurate, Cascade is not the source of this information and has not independently verified the information submitted by third parties. Cascade is heavily reliant on computers for internal and external information processing. Computers are used extensively in the Company's system for payroll, accounts receivable, accounts payable, performing critical analysis, financial reporting and communications. To mitigate potential problems associated with the Year 2000 issue, Cascade began in 1996 to address the compliance of those computers and systems that are critical to business operations. In addressing this issue, the Company has employed a five-phase process consisting of: 1) organize and inventory all peripherals, applications, software, metering equipment, communications equipment and date-related logic systems that could be impacted; 2) assess those systems that require modification or replacement; 3) upgrade or replace non-compliant equipment and systems; 4) test and validate all mission critical systems and implement test data migration plans and procedures for large applications; and 5) place compliant systems and equipment into service. The Company has engaged in a process to gain commitments from major suppliers to ensure that their systems are year 2000 compliant. To date, the Company has received communications from substantially all significant suppliers and vendors. While no company can provide assurance that suppliers, vendors or customers will be compliant, Cascade has not received indication that any major third party will have a significant compliance problem that would adversely affect its ability to conduct business with Cascade. Cascade believes those statements that have been received are accurate, however the Company is not the source of this information and has not independently verified the information received. 9 RISKS The Company's comprehensive remediation strategy is being led by the Information Technology Department and reviewed by executive management and Board members. Cascade believes that by installing new hardware and software and by implementing a comprehensive contingency plan, the risk of any technical failure can be minimized and the Year 2000 issue will not pose a major disruption to its business operations. Should internal computer systems fail due to a year 2000 compliance problem, business processes that may be interrupted include: monitoring of gas flow and pressure; measurement of gas receipts from suppliers and deliveries to customers; processing customer invoices; payments to suppliers; financial measurement and reporting; internal and external communications; payroll processing; and other administrative functions. Management has not developed estimates of losses that may be incurred in the event of a failure of one or more of these systems. STATE OF READINESS Management believes that substantially all mission critical systems have been identified. To date, nearly all of the Company's personal computers, embedded building and office systems, and fleet vehicles have been assessed, tested, and verified to be compliant. Corrections to internally developed software, including billing, cash receipts processing, and payroll are complete and have tested to be compliant. Third party hardware and software upgrades that remain to be upgraded and tested include telephone system upgrades for three district offices and a new SCADA system, which monitors natural gas pressure and volume on the Company's distribution system. Upgrading of the Company's telephone systems will be completed in the third calendar quarter of 1999. The new SCADA system will run parallel to the Company's existing SCADA system before full implementation in the fourth calendar quarter of 1999. COSTS OF YEAR 2000 COMPLIANCE The Company is using a combination of internal and external resources to make necessary modifications to existing internally developed systems. Total external expenditures to date have been less than $100,000, and the Company intends to complete this process with internal resources. Such costs are charged to expense as incurred. The Company does not separately track the direct costs associated with such internal personnel, which primarily consist of salary and benefits. Rather, the cost associated with using internal resources is viewed primarily as an opportunity cost, resulting in a delay of other planned system enhancements and replacements intended to enhance operating efficiencies. Such delays are not expected to have a material adverse effect on the Company or its competitive position. In addition, the Company's capital expenditures to date to replace non-compliant vendor based systems have totaled approximately $850,000. Estimated total capital expenditures are expected to be $1.9 million. While Year 2000 compliance is the primary motivating factor for these system replacements, management anticipates other significant improvements from these systems as compared to the old systems. All costs and completion dates discussed are based on management's best estimates. Actual results may differ from expectations. CONTINGENCY PLANNING The Company has given consideration to several worst-case Year 2000 scenarios and is currently reviewing contingency options, including manual alternatives to system operations. These contingency scenarios are based on short-term disruptions to gas supply, communications, and internal system failures. The Company's Year 2000 Contingency Plan, along with its Emergency Operating Procedure, addresses business processes that are critical to operations and identifies the roles of key individuals in the event of such failures. Management believes the most likely worst case scenario is that necessary program code modifications of legacy computer systems may have been overlooked. The response to such an event is the dedication of available programming staff to correct the problem. The Company reviews and updates its remediation schedule and contingency plan as needed. 10 LABOR NEGOTIATIONS The Company and the International Chemical Workers Union, which represents non-supervisory operating employees in the Company's district offices, negotiated a collective bargaining agreement which has been approved by union membership. The agreement provides for wages and benefits equivalent to a 2.5% wage increase on April 1, 1999, a 1.2% increase on April 1, 2000, and a 1.5% increase on October 1, 2000. The agreement will be effective through March 31, 2001. FORWARD LOOKING STATEMENTS Statements contained in this report that are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that may cause actual future results to differ materially. Such risks and uncertainties with respect to the Company include, among others, its ability to successfully implement internal performance goals, misjudgments in assessing the Company's year 2000 compliance requirements and risks, competition from alternative forms of energy, consolidation in the energy industry, performance issues with key natural gas suppliers, the capital-intensive nature of the Company's business, regulatory issues, including the need for adequate and timely rate relief to recover increased capital and operating costs resulting from customer growth and to sustain dividend levels, the weather and other factors influencing natural gas usage by customers, increasing competition brought on by deregulation initiatives at the federal and state regulatory levels, the potential loss of large volume industrial customers due to "bypass" or the shift by such customers to special competitive contracts at lower per unit margins, exposure to environmental cleanup requirements, and economic conditions, particularly in the Company's service area. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company has evaluated its risk related to financial instruments whose values are subject to market sensitivity. The only such instruments are Company-issued fixed-rate debt obligations. Cascade makes interest and principal payments on these obligations in the normal course of its business, and does not plan to redeem these obligations prior to normal maturities. Accordingly, management believes the Company is not subject to market risk as defined in Item 305 of Regulation S-K. 11 PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES Under the terms of its bank credit agreements, the Company is required to maintain a minimum net worth of $87,518,000. Under the most restrictive of these agreements, approximately $31,179,000 was available for payment of dividends as of June 30, 1999. ITEM 5. OTHER INFORMATION Ratio of Earnings to Fixed Charges: Twelve Months Ended --------------------------------------------------------------------------- 6/30/99 9/30/98 9/30/97 9/30/96 12/31/95 12/31/94 2.99 2.42 2.68 2.17 2.16 2.07 For purposes of this calculation, earnings include income before income taxes, plus fixed charges. Fixed charges include interest expense and the amortization of debt issuance expenses. Refer to Exhibit 12 for the calculation of these ratios, as well as the ratio of earnings to fixed charges including preferred dividends. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits: NO. DESCRIPTION --- ----------- 12 Computation of Ratio of Earnings to Fixed Charges 27 Financial Data Schedule UT b. Reports on Form 8-K: No reports were filed on Form 8-K during the quarter ended June 30, 1999. 12 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. CASCADE NATURAL GAS CORPORATION By: /s/ J. D. Wessling -------------------------------- J. D. Wessling Sr. Vice President Finance and Chief Financial Officer (Principal Financial Officer) Date: August 5, 1999 --------------