-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EeqzmFuJmICCakzbItiSE1moXf/LreEi+9QFEdQpBsyjSqQSmFm++2luyGsJcS5H ys+jOPN6ImaX0Aq5NJjj2Q== 0000950135-97-000486.txt : 19970222 0000950135-97-000486.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950135-97-000486 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970212 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FALL RIVER GAS CO CENTRAL INDEX KEY: 0000034371 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 041298780 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00449 FILM NUMBER: 97526167 BUSINESS ADDRESS: STREET 1: 155 N MAIN ST STREET 2: P O BOX 911 CITY: FALL RIVER STATE: MA ZIP: 02722-0911 BUSINESS PHONE: 5086757811 MAIL ADDRESS: STREET 2: 155 NO MAIN ST CITY: FALL RIVER STATE: MA ZIP: 02720 10-Q 1 FALL RIVER GAS COMPANY FORM 10-Q 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 December 31, 1996 Commission file number 0-449 ---------------------------------------------------------------- FALL RIVER GAS COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) Massachusetts 04-1298780 ------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 155 North Main Street, Fall River, Massachusetts 02722 - ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 508-675-7811 - ---------------------------------------------------------------- "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. Class Outstanding at December 31,1996 - ---------------------------------- ------------------------------- Common stock,par value of $.83 1/3 1,781,211 shares 2 FALL RIVER GAS COMPANY ---------------------- INDEX ----- Page No. -------- Part. I. Financial Position Consolidated Condensed Balance Sheets - December 31, 1996 and September 30, 1996 1 Consolidated Condensed Statements of Income - Three Months Ended December 31, 1996 and 1995 2 Consolidated Statments of Cash Flows - Three Months Ended December 31, 1996 and 1995 3 Management's discussion and Analysis of the Consolidated Condensed Statements of Income 4 Notes to Consolidated Condensed Financial Statements 5 Part II. Other Information 5 3 PART I. FINANCIAL INFORMATION ----------------------------- FALL RIVER GAS COMPANY AND SUBSIDIARY ------------------------------------- CONSOLIDATED CONDENSED BALANCE SHEETS -------------------------------------
DECEMBER 31, SEPTEMBER 30, ASSETS 1996 1995 ------ ------------ ------------- Gas Plant, at original cost $56,980,949 $56,156,164 less accumulated depreciation 17,830,888 17,502,797 ----------- ----------- 39,150,061 38,653,367 ----------- ----------- Rental Property 4,994,711 4,911,102 less accumulated depreciation 2,128,828 2,149,157 ----------- ----------- 2,865,883 2,761,945 ----------- ----------- Other Investments 392,791 382,905 ----------- ----------- Current Assets: Cash 146,944 76,621 Interest-bearing deposits 439,866 317,315 Special deposits 172,050 142,000 Accounts receivable, less allowance for doubtful accounts of $919,993 as of 12/31/96 and $670,038 as of 9/30/96 5,810,346 2,676,323 Inventories, at average cost Merchandise 168,664 157,878 Liquefied natural gas and propane 3,402,722 3,242,688 Materials and Supplies 1,299,162 1,229,198 Purchased gas costs deferred 1,348,919 201,265 Prepayments 221,155 22,392 ----------- ----------- 13,009,828 8,065,680 ----------- ----------- Deferred Charges: Installation costs on leased appliances being amortized over twenty years 1,293,732 1,225,478 Regulatory Asset 650,383 650,383 Other 707,117 811,772 ----------- ----------- 2,651,232 2,687,633 ----------- ----------- $58,069,795 $52,551,530 =========== =========== STOCKHOLDERS' INVESTMENT AND LIABILITIES ---------------------------------------- CAPITALIZATION: Stockholders' investment-- Common stock, par value $.83-1/3 per share, 2,201,334 shares authorized and issued $ 1,834,445 $ 1,834,445 Premium paid in on common stock 1,374,519 1,356,043 Retained earnings ($7,149,260 restricted against payment of cash dividends as of 12/31/96 and $4,374,576 as of 9/30/96) 10,994,406 10,865,648 ----------- ----------- 14,203,370 14,056,136 Less Treasury stock, at cost (419,385 shares as of 12/31/96 and 420,792 shares as of 9/30/96) 1,414,001 1,418,743 ----------- ----------- 12,789,369 12,637,393 ----------- ----------- Long-term debt, less current sinking fund requirements First Mortgage Bonds--9.44% due 2020 6,500,000 6,500,000 First Mortgage Bonds--7.99% due 2026 7,000,000 7,000,000 ----------- ----------- 13,500,000 13,500,000 ----------- ----------- Total capitalization 26,289,369 26,137,393 ----------- ----------- CURRENT LIABILITIES: Current sinking fund requirements 0 0 Notes payable to banks 17,700,000 14,300,000 Accounts Payable 5,823,651 3,554,623 Gas supplier refunds due customers (69,099) (83,640) Accrued taxes (828,642) (555,984) Other 1,554,478 1,632,547 ----------- ----------- 24,180,388 18,847,546 ----------- ----------- DEFERRED CREDITS: Accumulated deferred income taxes 4,123,986 4,123,986 Unamortized investment tax credits 558,205 567,695 Regulatory Liability 949,685 949,685 Other 1,968,162 1,925,225 ----------- ----------- 7,600,038 7,566,591 ----------- ----------- $58,069,795 $52,551,530 =========== ===========
See accompanying notes to consolidated condensed financial statements 1 4 SUMMARIZED FINANCIAL INFORMATION -------------------------------- FALL RIVER GAS COMPANY AND SUBSIDIARY ------------------------------------- CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS -----------------------------------------------------------------
Three Months Ended December 31 ------------------------------------ 1996 1995 ---------- ---------- GAS OPERATING REVENUES 11,163,872 11,454,602 ---------- ---------- OPERATING EXPENSES Cost of gas sold 6,437,726 7,198,222 Other operation 3,014,635 2,850,678 Maintenance 576,532 524,765 Depreciation 446,226 358,480 General taxes 287,178 246,341 Federal income taxes (50,989) (61,323) ---------- ---------- Total operating expenses 10,711,308 11,117,163 ---------- ---------- OPERATING INCOME 452,564 337,439 OTHER INCOME: Net income of Fall River Gas Appliance Company, Inc. (a wholly-owned subsidiary) 198,817 187,783 Other 3,840 (73) ---------- ---------- GROSS INCOME 655,221 525,149 ---------- ---------- INTEREST EXPENSE AND OTHER: Interest on long-term debt 293,225 172,650 Other interest 233,238 258,500 ---------- ---------- 526,463 431,150 ---------- ---------- NET INCOME 128,758 93,999 RETAINED EARNINGS - BEGINNING OF PERIOD 10,865,648 11,149,260 DEDUCT - Dividends declared 0 0 ---------- ---------- RETAINED EARNINGS - END OF PERIOD ($7,149,260 restricted against payment of cash dividends as of 12/31/96 and $4,374,576 as of 12/31/95) 10,994,406 11,243,259 ========== ========== NET INCOME PER SHARE OF COMMON STOCK (based on average number of shares outstanding at the end of the respective periods) 0.07 0.05 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING DURING THE PERIOD 1,781,211 1,780,542 CASH DIVIDEND PER COMMON SHARE 0 0 ========== ==========
See accompanying notes to consolidated condensed financial statements. 2 5 FALL RIVER GAS COMPANY AND SUBSIDIARY ------------------------------------- CONSOLIDATED STATEMENT OF CASH FLOWS ------------------------------------
Three Months Ended December 31 ------------------------------------ 1996 1995 ----------- ----------- Cash Provided by (used for) Operating Activities: Net income $ 128,758 $ 93,998 Items not requiring (providing) cash: Depreciation 507,733 429,785 Amortization of Installation Costs 30,420 31,839 Amortization of Investment Tax Credit (9,490) (9,489) Change in working capital (2,818,432) (2,822,096) Other sources, net (22,490) 102,818 ----------- ----------- Net cash provided by operating activities (2,183,501) (2,173,145) ----------- ----------- Investing Activities: Additions to utility property, plant and equipment (862,438) (1,451,260) Additions to nonutility property (161,187) (134,854) ----------- ----------- Net cash used by investing activities (1,023,625) (1,586,114) ----------- ----------- Financing activities: Cash dividends on common stock 0 0 Retirement of long-term debt through sinking fund 0 (80,000) Increase in notes payable to banks, net 3,400,000 4,000,000 ----------- ----------- Net cash provided by financing activities 3,400,000 3,920,000 ----------- ----------- Increase in cash $ 192,874 $ 160,741 =========== =========== Changes in Components of Working Capital (excluding cash) (Increase) decrease in current assets: Accounts receivable $(3,134,023) $(3,344,564) Inventories (240,784) 284,400 Prepayments and other (228,813) (195,814) Deferred gas cost (1,147,654) (538,665) Increase (decrease) in current liabilities: Accounts payable 2,269,028 2,176,367 Accrued taxes (272,658) (545,146) Gas supplier refunds due customers 14,541 (402,305) Other (78,069) (256,369) ----------- ----------- Change in Working Capital $(2,818,432) $(2,822,096) =========== =========== Supplemental disclosure of cash flow information: Cash paid during year for: Interest $ 217,668 $ 331,404 Income taxes $ 65,650 $ 590,000
See accompanying notes to consolidated condensed financial statements. 3 6 FALL RIVER GAS COMPANY AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS Results of Operations Gas operating revenues for the three months ended December 31, 1996 reflect a decrease of 2.5% or $291,000. Revenues decreased from $11,455,000 recorded in 1995 to $11,164,000, mainly due to a 6.4% decrease in CGA revenues as discussed below. Firm sales volume for three months ended December 31, 1996 is 1,415,439 MCF as compared to the 1,423,974 MCF reported in 1995. Unlike the loss in firm sales, total sales for the three month period which include Special Contract, Interruptible, Interruptible Transportation and Transportation customers, increased 5.9% from 1,812,206 MCF to 1,918,745 MCF in 1996. During the quarter, cost of gas (CGA) revenues decreased by $281,000 due to the net differences in our CGA decimal in the three months ended December 1996 and 1995 respectively. The 1996 and 1995 CGA revenues, referred to above, have been computed on the current rate structure. In accordance with the Company's approved CGAC increases or decreases in the cost of gas sold continue to be passed directly to our Firm customers, dollar for dollar. Slightly colder weather did not have an impact on either operating revenues or firm sales volume. Degree Days in the three month comparison increased 2.7% from 2,070 to 2,126. Total operating expenses, excluding federal and state income taxes, for the three month comparisons reflected a 3.7% decrease from $11,189,000 to $10,771,000 a decrease of $418,000. The most significant operation expense - cost of gas sold - decreased by $760,000 for the three month comparison due to the decrease in Firm sales volume discussed above. Other operation expenses including health benefits, payroll, and materials and supplies have increased by $164,000, 5.8% higher than the comparable period in 1995. Interest expense increased by $95,000, 22.1%, for the three month comparison as a result of increased borrowing and higher short term interest cost. Capital Resources and Liquidity The Company's major capital requirement results from upgrading the efficiency of existing plant, as well as, to serve additional customers. For the three months ended December 31, 1996, capital expenditures totalled approximately $1,000,000. Cash flow patterns reflect the seasonality of the Company's business. The greatest demand for cash is in the late fall and winter as construction projects are brought to completion and accounts receivable balances rise. Capital expenditures and accounts receivable balances were financed by internally generated funds and supplemented by short-term borrowings. On May 17, 1996 the Company filed with the MDPU a request to 7 increase its firm rates. After responding to interrogatories and presenting witnesses in support of the Company's filing, the Company was able to reach a settlement agreement with all parties. Contained in this settlement was an increase in revenues of $3,200,000 along with the "unbundling" of its commercial and industrial tariffs. With unbundled rates our customers can now choose to buy gas from the Company or purchase its own gas supply from a third party and have it transported up to and into the Company's distribution system. These new rates are effective for gas sold on or after December 1, 1996. See accompanying notes to consolidated financial statements 4 8 FALL RIVER GAS COMPANY AND SUBSIDIARY ------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ 1. The results of operation for the three month periods ending December 31, 1996 and 1995 are not necessarily indicative of the results to be expected for the full year. 2. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the Company's financial position as of December 31, 1996 and 1995, and the results of operations for the three months ended and changes in financial position for the three months then ended. 3. The Company had no shares of its common stock reserved for officers and employees, options, warrants, conversions or other requirements at December 31, 1996. PART II. OTHER INFORMATION -------------------------- Not applicable. 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. FALL RIVER GAS COMPANY --------------------------- (Registrant) Peter H. Thanas --------------------------- (Signature) Date February 3, 1997 Peter H. Thanas, Treasurer, ---------------- Chief Financial and Accounting Officer 5 EX-27 2 FINANCIAL DATA SCHEDULE
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET, INCOME STATEMENT AND CASH FLOW STATEMENT FOR THE 3 MONTHS ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS APPEARING ON PAGE 5 OF FORM 10-Q FOR 3 MONTHS ENDED DECEMBER 31, 1996. 1 U.S. DOLLARS 3-MOS SEP-30-1997 OCT-01-1996 DEC-31-1996 1 PER-BOOK 39,150,061 3,258,674 13,009,828 2,651,232 0 58,069,795 1,834,445 1,374,519 10,994,406 14,203,370 0 0 13,500,000 17,700,000 0 0 0 0 0 0 12,666,425 58,069,795 11,163,872 236,189 10,475,119 10,711,308 452,564 202,657 655,221 526,463 128,758 0 3,845,145 0 0 (2,183,501) .07 .07
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