-----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, T0vOZlIQhci5S4BD6iMln8EQB5JpWCMOVGuTEBQ15UzmTN1ZBsmoqHXO8Pa06UF7 ZDcUs1fZVIM6siiPwqd8Hw== 0000057183-96-000004.txt : 19960216 0000057183-96-000004.hdr.sgml : 19960216 ACCESSION NUMBER: 0000057183-96-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960213 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE GAS CO CENTRAL INDEX KEY: 0000057183 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 430368139 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01822 FILM NUMBER: 96516339 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 MAIL ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 10-Q 1 QUARTERLY REPORT ON FORM 10-Q, 2/12/96 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended December 31, 1995 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 1-1822 LACLEDE GAS COMPANY (Exact name of registrant as specified in its charter) Missouri 43-0368139 (State of Incorporation) (I.R.S. Employer Identification Number) 720 Olive Street, St. Louis, Missouri 63101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 314-342-0500 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 latest practicable date. 17,511,199 shares, Common Stock, par value $1 per share at 2/12/96. Page 1 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES PART I FINANCIAL INFORMATION The interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K for the year ended September 30, 1995. Page 2 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED) (In Thousands, Except Per Share Amounts)
Three Months Ended December 31, 1995 1994 ---- ---- Utility Operating Revenues $154,981 $122,203 -------------------- Utility Operating Expenses: Natural and propane gas 88,677 65,467 Other operation expenses 18,339 18,904 Maintenance 4,421 4,581 Depreciation and amortization 6,072 5,830 Taxes, other than income taxes 9,470 9,303 Income taxes (Note 3) 8,313 4,130 -------------------- Total Utility Operating Expenses 135,292 108,215 -------------------- Utility Operating Income 19,689 13,988 Miscellaneous Income and Income Deductions - Net (less applicable income taxes) (Note 3) 827 162 -------------------- Income Before Interest Charges 20,516 14,150 ------------------- Interest Charges: Interest on long-term debt 3,312 3,136 Other interest charges 1,466 1,804 -------------------- Total Interest Charges 4,778 4,940 -------------------- Net Income 15,738 9,210 Dividends on Preferred Stock 24 24 -------------------- Earnings Applicable to Common Stock $ 15,714 $ 9,186 ==================== Average Number of Common Shares Outstanding 17,466 15,709 Earnings Per Share of Common Stock $ .90 $ .58 Dividends Declared Per Share of Common Stock $.315 $ .31 See notes to consolidated financial statements.
Page 3 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET
Dec. 31 Sept. 30 1995 1995 ---- ---- (Thousands of Dollars) (UNAUDITED) ASSETS Utility Plant $754,100 $745,629 Less: Accumulated depreciation and amortization 315,801 311,293 -------------------- Net Utility Plant 438,299 434,336 -------------------- Other Property and Investments 22,423 22,744 -------------------- Current Assets: Cash and cash equivalents 3,003 1,555 Accounts receivable - net 96,600 34,398 Materials, supplies, and merchandise at avg cost 5,394 5,377 Natural gas stored underground for current use at LIFO cost 37,879 41,629 Propane gas for current use at FIFO cost 13,560 13,566 Prepayments 2,862 1,484 Unamortized purchased gas adjustments 6,685 9,776 -------------------- Total Current Assets 165,983 107,785 -------------------- Deferred Charges 75,498 71,829 -------------------- Total Assets $702,203 $636,694 ==================== See notes to consolidated financial statements.
Page 4 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATED BALANCE SHEET (Continued)
Dec. 31 Sept. 30 1995 1995 ---- ---- (Thousands of Dollars) (UNAUDITED) CAPITALIZATION AND LIABILITIES Capitalization: Common stock (19,332,018 shares issued) $ 19,332 $ 19,285 Paid-in capital 59,302 58,401 Retained earnings 183,796 173,584 Treasury stock, at cost (1,865,638 shares held) (24,017) (24,017) -------------------- Total common stock equity 238,413 227,253 Redeemable preferred stock 1,960 1,960 Long-term debt (less sinking fund requirements) 179,296 154,279 -------------------- Total Capitalization 419,669 383,492 -------------------- Current Liabilities: Notes payable 72,000 59,500 Accounts payable 37,655 21,069 Refunds due customers 748 4,110 Advance customer billings 5,262 13,058 Taxes accrued 15,799 8,430 Deferred income taxes 900 167 Other 19,579 21,442 -------------------- Total Current Liabilities 151,943 127,776 -------------------- Deferred Credits and Other Liabilities: Deferred income taxes 80,479 83,563 Unamortized investment tax credits 7,931 8,018 Other 42,181 33,845 -------------------- Total Deferred Credits and Other Liabilities 130,591 125,426 -------------------- Total Capitalization and Liabilities $702,203 $636,694 ==================== See notes to consolidated financial statements.
Page 5 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Three Months Ended December 31, 1995 1994 ---- ---- (Thousands of Dollars) Operating Activities: Net Income $ 15,738 $ 9,210 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,082 5,844 Deferred income taxes and investment tax credits (2,204) 546 Other - net (10) 49 Changes in assets and liabilities: Accounts receivable - net (62,202) (34,655) Unamortized purchased gas adjustments 3,091 577 Deferred purchased gas costs 7,637 (771) Accounts payable 16,586 8,852 Refunds due customers (3,362) (4,301) Taxes accrued 7,369 (2,062) Other assets and liabilities (10,574) (2,810) -------------------- Net cash used in operating activities $(21,849) $(19,521) -------------------- Investing Activities: Construction expenditures (9,834) (11,402) Investments - non-utility 319 (388) Other (55) (92) -------------------- Net cash used in investing activities $ (9,570) $(11,882) -------------------- Financing Activities: Issuance of short-term debt 12,500 36,500 Dividends paid (5,424) (4,804) Issuance of first mortgage bonds 25,000 - Other 791 815 -------------------- Net cash provided by financing activities $ 32,867 $ 32,511 -------------------- Net Increase in Cash and Cash Equivalents $ 1,448 $ 1,108 Cash and Cash Equivalents at Beg of Period 1,555 1,588 -------------------- Cash and Cash Equivalents at End of Year $ 3,003 $ 2,696 ==================== Supplemental Disclosure of Cash Paid/(Refunded) During the Period for: Interest $7,478 $8,187 Income taxes (2,452) 607 See notes to consolidated financial statements.
Page 6 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management, this interim report includes all adjustments (consisting only of normal recurring accruals) necessary for the fair presentation of the results of the periods covered. 2. The registrant is a natural gas distribution utility having a material seasonal cycle; therefore, this interim statement of consolidated income is not necessarily indicative of annual results nor representative of succeeding quarters of the fiscal year. 3. Net provisions for income taxes were charged (credited) as follows during the periods set forth below:
Three Months Ended December 31, ------------------ 1995 1994 ---- ---- (Thousands of Dollars) Utility Operations Current: Federal $ 9,002 $ 3,066 State and local 1,513 516 Deferred: Federal (1,930) 558 State and local (272) (10) -------------------- Subtotal $ 8,313 $ 4,130 -------------------- Miscellaneous Income and Income Deductions Current: Federal $ 190 $ 72 State and local 22 1 Deferred: Federal (2) (2) State and local - - -------------------- Subtotal $ 210 $ 71 -------------------- Total $ 8,523 $ 4,201 ====================
4. This Form 10-Q should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Company's 1995 Form 10-K. Page 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Earnings for the quarter ended December 31, 1995 were $.90 per share compared with $.58 per share for the same quarter last year. The increase in earnings was primarily attributable to higher gas sales arising from colder weather this quarter. The weather for the quarter was 42% colder than last year and 2% colder than normal. Utility operating revenues for the quarter ended December 31, 1995 were $155.0 million compared with $122.2 million for the quarter ended December 31, 1994. The $32.8 million, or 26.8%, increase was principally due to higher therms sold and transported (arising from the colder weather) and, to a lessor extent, increased wholesale gas costs (which are passed on to Laclede's customers under the Company's Purchased Gas Adjustment Clause). Therms sold and transported increased by 76.3 million therms, or 27.4%, above the quarter ended December 31, 1994. Utility operating expenses for the quarter ended December 31, 1995 increased by $27.1 million, or 25.0%, above the same quarter last year. Natural and propane gas expense this quarter increased $23.2 million, or 35.5%, above last year mainly due to increased volumes purchased for sendout (resulting from the colder weather) and, to a lessor extent, higher rates charged by our suppliers. Other operation and maintenance expenses decreased $.7 million, or 3.1%, principally due to reduced pension expense reflecting the recognition of gains on significant lump-sum settlements, lower charges for maintenance, and other cost reduction efforts. These decreases were largely offset by pension credits recorded in the quarter ended December 31, 1994 to establish a regulatory asset (necessary to reflect pension costs consistent with the regulatory accounting treatment ordered by Missouri Public Service Commission Case No. GR-94-220), higher wage rates and other increases in the costs of doing business. Depreciation and amortization expense increased 4.2% due to additional property. Taxes, other than income taxes, increased 1.8% primarily due to higher gross receipts taxes (reflecting increased revenues), partially offset by lower property taxes this quarter. The $4.2 million increase in income taxes is principally due to higher taxable income. Miscellaneous income and income deductions increased $.7 million due to the Company's new, non-utility gas marketing efforts through a wholly owned subsidiary and other variations. The 3.3% decrease in interest expense is mainly due to reduced interest on refunds due customers, partially offset by an increase in interest on long-term debt resulting from the issuance of $25 million of 6-1/2% First Mortgage Bonds in November 1995. Page 8 On December 15, 1995, the Company filed a rate request with the Missouri Public Service Commission for a general rate increase which would add $23.8 million to operating revenues on an annual basis. This increase is necessary to offset generally higher operating costs as well as the added costs of operating, maintaining, and financing the increased investment in new facilities the Company has installed since the filing of its last general rate case in January 1994. By law, the Missouri Commission has up to eleven months before it must act on this 1995 request, but the Company is hopeful the Commission will allow new rates to be implemented prior to November 1996. LIQUIDITY AND CAPITAL RESOURCES The Company's short-term borrowing requirements typically peak during colder months, principally because of required payments for natural gas made in advance of the receipt of cash from the Company's customers for the sale of that gas. Such short-term cash requirements have traditionally been met through the sale of commercial paper supported by lines of credit with banks. In January 1996, the Company renewed its primary line of bank credit under which it may borrow up to $40 million prior to January 31, 1997, with renewal of any loans outstanding on that date permitted to June 30, 1997. This, along with a previously obtained $50 million supplemental line of credit which runs through March 1, 1996 (the supplemental line was increased to $60 million for one day on November 20, 1995), provides a total line of credit of $90 million for the 1995-1996 heating season. The Company anticipates that the supplemental line of credit will be reduced after March 1, 1996, since seasonal cash needs typically decline at the end of the heating season. During fiscal 1996 to date, the Company sold commercial paper aggregating to a maximum of $91.5 million at any one time, but did not borrow from the banks under the aforementioned agreements. Short-term borrowings amounted to $67.5 million at January 31, 1996. On November 16, 1995, the Board of Directors received competitive bids from various underwriters related to the issuance and sale of $25 million of First Mortgage Bonds. The Board elected to sell $25 million of First Mortgage Bonds to the lowest bidder, at an overall cost to the Company of 6.55%. The bonds mature on November 15, 2010. The Bonds were rated AA- by Fitch, Aa3 by Moody's, and AA- by Standard & Poors, the same ratings applicable to the Company's then outstanding bonds. Construction expenditures for the quarter were $9.8 million compared with $11.4 million for the same period last year. Capitalization at December 31, 1995 increased $36.2 million since September 30, 1995 and consisted of 56.8% common stock equity, .5% preferred stock equity and 42.7% long-term debt. The seasonal effect of the Company's financial position affects the comparison of certain balance sheet items at December 31, 1995 and at September 30, 1995 such as Accounts Receivable - Net, Notes Payable, and Accounts Payable. Page 9 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES Part II OTHER INFORMATION Page 10 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES Item 1. Legal Proceedings During the quarter ended December 31, 1995, there were no new legal proceedings required to be disclosed. Item 6. Exhibits and Reports on Form 8-K (a) See Exhibit Index (b) Reports on Form 8-K The Company filed a Form 8-K Report during the quarter ended December 31, 1995. Item Reported: Pursuant to an Underwriting Agreement, effective November 16, 1995 (the "Underwriting Agreement"), Laclede Gas Company (the "Registrant"), on November 21, 1995, sold to the Underwriters named on Schedule I attached to the Underwriting Agreement $25,000,000 aggregate principal amount of its First Mortgage Bonds, 6 1/2% Series due November 15, 2010 (the "Bonds"). The Bonds have been issued under a Mortgage and Deed of Trust, dated as of February 1, 1945, under which Mercantile Bank of St. Louis National Association is successor Trustee. Such Mortgage and Deed of Trust had previously been amended and supplemented and has been further supplemented by a Twenty-Second Supplemental Indenture, dated as of November 15, 1995 (the "Supplemental Indenture"). The registration statement on Form S-3 with respect to the First Mortgage Bonds of the Registrant, including the Bonds (File No. 33-60996), was filed by the Registrant on April 13, 1993 and declared effective by the Securities and Exchange Commission on April 21, 1993. Copies of the Underwriting Agreement and the Supplemental Indenture were attached to the Form 8-K Report as Exhibits 1.01 and 4.01, respectively. Financial Statements Filed: None. Date of Report (Date of Earliest Event Reported): November 16, 1995. Date Report Filed: December 12, 1995. Page 11 LACLEDE GAS COMPANY AND SUBSIDIARY COMPANIES 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. LACLEDE GAS COMPANY Date: February 9, 1996 G. T. McNeive, Jr. ------------------- G. T. McNeive, Jr. Sr. Vice President - Finance (Authorized Signatory and Chief Financial Officer) Page 12 Index to Exhibits Sequentially Exhibit Numbered Number Exhibit Page - ------- ------- ------------ 10.1 Further Extension dated November 1, 1995 of Supplemental Line of Credit Agreement dated October 18, 1993 as amended and/or extended by letters dated April 18, 1994; August 18, 1994; October 18, 1994; March 1, 1995; May 23, 1995; and September 1, 1995 among Laclede Gas Company, Chemical Bank, The Boatmen's National Bank of St. Louis, and Mercantile Bank of St. Louis National Association 14 27 Financial Data Schedule UT 17 Page 13 EX-10.1 2 November 1, 1995 Chemical Bank 270 Park Avenue New York, New York 10017 Attention: Mr. Robert Gillham The Boatmen's National Bank of St. Louis One Boatmen's Plaza 800 Market Street St. Louis, Missouri 63166-0236 Attention: Mr. Thomas Guyton Mercantile Bank of St. Louis National Association Eighth & Locust, 12th Floor P.O. Box 524 St. Louis, Missouri 63101 Attention: Mr. John A. Holland Ladies and Gentlemen: Re: Further Extension of line of credit agreement dated October 18, 1993, as amended and extended by letters dated April 18, 1994, August 18, 1994, October 18, 1994, March 1, 1995, May 23, 1995 and September 1, 1995 among Laclede Gas Company ("Laclede"), Chemical Bank ("Chemical"), The Boatmen's National Bank of St. Louis ("Boatmen's") and Mercantile Bank of St. Louis National Association ("Mercantile") (said banks being hereinafter collectively called the "Banks" and said line of credit agreement, as thus amended and extended, being hereinafter called the "Line of Credit Agreement"). This amendatory agreement will confirm our agreement to further extend the above-referenced Line of Credit Agreement from November 1, 1995 to March 1, 1996 on the same terms and conditions set forth in the above-referenced Line of Credit Agreement; subject only to the terms and modifications expressly set forth in numbered Paragraphs 1 through 5 below, each of which Paragraphs shall be effective on November 1, 1995. Page 14 Chemical Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association November 1, 1995 2 1. Maximum Amounts of Advances. The combined aggregate principal amount of Advances at any time outstanding from any Bank under the Line of Credit Agreement shall not, on or after November 1, 1995, exceed the amount set forth opposite the name of such Bank below (such Bank's "Maximum Amount"), and shall be in a combined aggregate principal amount at any time outstanding which shall not exceed $50 million: Name of Bank Maximum Amount Chemical $25,000,000 Boatmen's $12,500,000 Mercantile $12,500,000 2. New Termination Date. The phrase "Termination Date" as defined in the Line of Credit Agreement is hereby amended from November 1, 1995 to March 1, 1996. Accordingly, all references in the Line of Credit Agreement to the Termination Date shall hereafter refer to March 1, 1996. 3. New Form of Note. Each executed Note in the form of Exhibit A to the Line of Credit Agreement, as previously amended, as to which no sums are then due and payable thereunder shall be returned to Laclede immediately for cancellation, upon the holder Bank's receipt of an executed Note to that Bank in the form attached as Exhibit A to this amendatory agreement. 4. Absence of Material Adverse Change. The making of Advances under the Line of Credit Agreement as amended by this letter agreement is also subject to the absence of any material adverse change since September 30, 1995, in the financial condition of Laclede. 5. Interest Rate on LIBO Rate Advances; Facility Fee Rate. The interest rate on LIBO Rate Advances and the Facility Fee shall remain as specified respectively in Paragraphs 3 and 4 of the letter of Amendment and Extension dated August 18, 1994. 6. Ratification of Remainder of Line of Credit Agreement. Subject only to the amendments expressly set forth in numbered Paragraphs 1 through 5 above, the Line of Credit Agreement is hereby ratified, confirmed and approved in all respects. Page 15 Chemical Bank The Boatmen's National Bank of St. Louis Mercantile Bank of St. Louis National Association November 1, 1995 3 Please indicate your acceptance of this amendment and extension by signing in the appropriate space below and returning to Laclede Gas Company the enclosed duplicate of the original of this letter. This letter may be executed in counterparts, each of which shall be an original, and all of which when taken together, shall constitute one agreement which shall amend and extend the Line of Credit Agreement as hereinbefore provided. Very truly yours, LACLEDE GAS COMPANY By: /s/Vernon O. Steinberg Name: Vernon O. Steinberg Title: V.P.-Treas. & Asst. Secy. Accepted and Agreed to as of the date first written above. CHEMICAL BANK By: /s/John F. Gehebe Name: John F. Gehebe Title: Assistant Vice President THE BOATMEN'S NATIONAL BANK OF ST. LOUIS By: /s/Thomas C. Guyton Name: Thomas C. Guyton Title: Vice President MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION By: /s/John Holland Name: John Holland Title: Vice President Page 16 EX-27 3
UT 1,000 3-MOS SEP-30-1995 DEC-31-1995 PER-BOOK 438,299 22,423 165,983 75,498 0 702,203 19,332 35,285 183,796 238,413 1,960 0 179,296 0 0 72,000 0 0 0 0 210,534 702,203 154,981 8,313 126,979 135,292 19,689 827 20,516 4,778 15,738 24 15,714 5,502 3,312 (21,849) .90 .90 Capital-surplus-paid-in is net of $24,017 of treasury stock. Page 17
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