-----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, A7V4oOcPDUhpyGoFzEA/qVthi1Q+lOYDNxM7x93KVOsDetm0dMmH9AW7LJ7DxRjU phiwW56p75HcMi3i7XXVrw== 0000075491-96-000006.txt : 19960930 0000075491-96-000006.hdr.sgml : 19960930 ACCESSION NUMBER: 0000075491-96-000006 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960701 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19960927 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC GAS TRANSMISSION CO CENTRAL INDEX KEY: 0000075491 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 941512922 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25842 FILM NUMBER: 96636037 BUSINESS ADDRESS: STREET 1: 2100 S.W. RIVER PKWY CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5038334811 MAIL ADDRESS: STREET 1: 2100 SW RIVER PARKWAY CITY: PORTLAND STATE: OR ZIP: 97201 8-K/A 1 2 SECURITIES & EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K/A No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 Date of report (date of earliest event reported): July 1, 1996 COMMISSION FILE NO. 0-25842 PACIFIC GAS TRANSMISSION COMPANY (Exact name of registrant as specified in its charter) California 94-1512922 (State of Incorporation) (I.R.S. Employer Identification No.) 2100 SW River Parkway, Portland, Oregon 97201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 833-4000 The registrant hereby amends Item 7 of its Report on Form 8-K filed on July 15, 1996 so that as amended such Item shall read as follows: Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired. 1. Audited Financial Statements of State Gas Pipeline Unit as of and for the year ended June 30, 1995, together with the Audit Certificate of the Executive Director - Audit for the Queensland Audit Office. (Page 1) 2. Unaudited Financial Statements of State Gas Pipeline Unit as of and for the nine months ended March 31, 1996. (Page 15) 3. Note to Condensed Financial Statements of State Gas Pipeline Unit. (Unaudited) (Page 18) (b) Pro Forma Financial Information 1. Pro Forma Condensed Consolidated Income Statement for the year ended December 31, 1995. (Unaudited) (Page 19) 2. Pro Forma Condensed Consolidated Balance Sheet and Income Statement as of and for the three months ended March 31, 1996. (Unaudited) (Page 20) 3. Notes to Pro Forma Condensed Consolidated Financial Statements. (Unaudited) (Page 22) (c) Exhibits 2 State Gas Pipeline Sale Agreement dated as of April 29, 1996, between the Secretary for Mines of the State of Queensland, Australia and PGT Australia Pty Limited, as Trustee of the PGT Queensland Unit Trust (Form 8-K dated July 15, 1996 (File No. 0-25842), Exhibit 2). 23 Consent of Independent Public Accountants provided by the office of the Auditor General of Queensland. (Page 24) Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized. PACIFIC GAS TRANSMISSION COMPANY (Registrant) Date: August 13, 1996 By: /s/ STANLEY C. KARCZEWSKI Name: Stanley C. Karczewski Title: Vice President of Finance and Controller and Chief Financial Officer DEPARTMENT OF MINERALS & ENERGY STATE GAS PIPELINE UNIT FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 1995 CONTENTS Profit and Loss Statement 1 Balance Sheet 2 Statement of Cash Flows 3 Notes to and Forming Part of the Accounts 4 - 12 Management Certificate 13 Audit Certificate 14 All dollars are Australian with Australian Accounting Standards Applied STATE GAS PIPELINE UNIT PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 30 JUNE 1995 ------------------------------
Note ----- $'000 OPERATING REVENUES Sales Revenue 21,434 Government Grant 180 Other Revenue 3 72 ---------- Total Operating Revenue 21,686 ---------- OPERATING EXPENSES Depreciation 5,071 Interest 9,879 Pipeline Repairs and Maintenance 2,324 Other Expenses 4 1,330 ---------- Total Operating Expenses 18,604 ---------- OPERATING PROFIT 3,082 Accumulated Losses at the beginning of the Financial Year (4,051) Adjustment for employee entitlements 2 (5) ---------- TOTAL AVAILABLE FOR APPROPRIATION (974) ---------- ACCUMULATED LOSSES AT THE END OF THE FINANCIAL YEAR 974 ========== The accompanying notes form part of these financial statements.
All dollars are Australian with Australian Accounting Standards Applied STATE GAS PIPELINE UNIT BALANCE SHEET AS AT 30 JUNE 1995 --------------------------------------
Note -------- CURRENT ASSETS $`000 Cash 2,168 Receivables 5 1,843 Other 6 115 ---------- TOTAL CURRENT ASSETS 7 4,126 ---------- NON-CURRENT ASSETS Investments 8 - Property, Plant & Equipment 9 120,824 ------------ TOTAL NON-CURRENT ASSETS 120,824 ------------ TOTAL ASSETS 124,950 ------------ CURRENT LIABILITIES Creditors and Borrowings 10 4,761 Provisions 11 40 ------------ TOTAL CURRENT LIABILITIES 4,801 ------------ NON-CURRENT LIABILITIES Creditors and Borrowings 10 111,092 Provisions 11 72 TOTAL NON-CURRENT LIABILITIES 111,164 ------------ TOTAL LIABILITIES 115,965 ------------ NET ASSETS 8,985 EQUITY Reserves 12 9,959 Accumulated Losses 974 ------------ TOTAL EQUITY 8,985 ============ The accompanying notes form part of these financial statements.
All dollars are Australian with Australian Accounting Standards Applied STATE GAS PIPELINE UNIT STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 1995 ------------------------------------------------
Note ------ $'000 Inflows (Outflows) Cash flows from operating activities Receipts from customers 20,974 Payments to suppliers and employees (3,462) Dividends received 5 Interest received 59 Interest paid (9,863) Other revenue 2 ----------- Net cash provided by operating Activities 15 7,715 Cash flows from investing activities Payment for property, plant and equipment (507) Proceeds from sale of investment 98 Payment for investment - Contribution toward the payment for property, plant and equipment 190 Proceeds from sale of property, plant and equipment - ----------- Net cash used in investing activities (219) Cash flows from financing activities Repayment of borrowings (7,087) ----------- Net cash used in financing activities (7,087) ---------- Net increase in cash held 409 Cash at the beginning of the financial year 1,759 ---------- Cash at the end of the financial year 5 2,168 ---------- The accompanying notes form part of these financial statements.
All dollars are Australian with Australian Accounting Standards Applied STATE GAS PIPELINE UNIT Notes to and forming part of the accounts for the year ended 30 June 1995 - -------------------------------------------------------------------------------- 1 OWNERSHIP OF PIPELINES Under the terms of the Petroleum Act 1923, the Minister for Minerals and Energy, acting in the capacity of a corporation sole under the name and style of "The Secretary for Mines", has constructed and now owns, operates and maintains a pipeline for the conveyance of natural gas from the Surat Basin and Denison Trough to Gladstone and Rockhampton. The State Gas Pipeline Unit, a business unit of the Department of Minerals and Energy, is responsible for the operation of the pipeline on the Minister's behalf. 2 STATEMENT OF ACCOUNTING POLICIES The accounts of the State Gas Pipeline Unit have been prepared in accordance with the provisions of the Financial Administration and Audit Act 1977 (the Act) and the Public Finance Standards issued pursuant to the Act, Statements of Accounting Concepts and applicable Accounting Standards. The accounts have been prepared on the basis of historical cost except for linepack gas and Pipeline which are shown at valuation. The following is a summary of the significant accounting policies adopted and consistently applied by the Unit in the preparation of accounts. Income Tax ------------ The Unit is a business unit of the Department of Minerals and Energy, a Queensland State Government department, and as such is not liable for income tax. Accordingly, no provision has been made. Property, Plant and Equipment ------------------------------- Property, plant and equipment has been included at cost or at other revalued amounts substituted for historical cost where indicated. Depreciation -------------- All non-current assets, excluding freehold land but including buildings, have been depreciated over their useful lives commencing from the time the asset was held ready for use. The useful lives of the Wallumbilla to Gladstone section of the pipeline and the Gladstone to Rockhampton section of the pipeline have been determined to be 30 and 29 years respectively and to have a nil value at the end of that time. The pipeline has been depreciated using the diminishing value method with a variable depreciation factor to reflect the remaining years of useful life. All other non- current assets have been depreciated using the traditional diminishing value method. Leased Assets --------------- Operating lease payments have been charged as expenses in the periods in which they were incurred. There are no finance leases. Employee Entitlements ----------------------- Provision has been made in respect of the Unit's liability for wages, annual leave and long service leave at balance date. Long service leave is accrued in respect of all employees with more than 5 years' service. All dollars are Australian with Australian Accounting Standards Applied STATE GAS PIPELINE UNIT Notes to and forming part of the accounts for the year ended 30 June 1995 --------------------------------------------------------------------------- Contributions are made by the Unit to an employee superannuation fund and are charged as expenses when incurred. There is no other legal obligation to provide superannuation benefits to employees on retirement. In accordance with AAS30, adjustments to implement this standard have been made to opening accumulated losses. Valuation of Property, Plant and Equipment ------------------------------------------- It is the policy of the State Gas Pipeline Unit to revalue property, plant and equipment of the State Gas Pipeline except for Linepack Gas, Land, Motor Vehicles and Office Furniture and Equipment by the application of an appropriate index published by the Australian Bureau of Statistics. This is provided that the carrying amount of the revalued assets is confirmed by the application of the discounted cashflow approach and recoverable amount test prescribed in Australian Accounting Standard AAS10 or at five year intervals by an independent, full and detailed valuation. Due to the pending sale of the pipeline (refer to Note 16 - Post Balance Date Events), the reasonable estimation of future cash flows is not possible. Therefore no revaluations of assets have been carried out except for linepack gas. Linepack Gas is valued at current replacement cost. Land, Motor Vehicles and Office Furniture and Equipment are valued at historical cost. The increase in the current replacement cost of linepack gas was $29,034 and this amount was credited to the Asset Revaluation Reserve. Audit ------- The State Gas Pipeline Unit is audited by the Auditor-General as a business unit of the Department of Minerals and Energy under the provisions of the Financial Administration and Audit Act 1977. Segment Reporting ------------------ The State Gas Pipeline Unit operates in the State of Queensland and is engaged in the transportation of natural gas from the Surat Basin and the Denison Trough to customers in the vicinity of Gladstone and Rockhampton. All dollars are Australian with Australian Accounting Standards Applied STATE GAS PIPELINE UNIT Notes to and forming part of the accounts for the year ended 30 June 1995 --------------------------------------------------------------------------- ---
$'000 3 OTHER REVENUE Included in Other Revenue are: Profit on sale of non-current assets - Interest received 64 Dividends received 5 4 OTHER EXPENSES Included in Operating Expenses are: Long Service Leave 29 Holiday Pay 3 Doubtful Debts 5 Operating Lease Payments 180 5 CASH Cash 2,168 ======== For the purpose of the Statement of Cash Flows, cash includes cash on hand and in the bank. The above figures agree with cash at the end of the financial year as shown in the Statement of Cash Flows. The Unit operates through the State Gas Pipeline Construction Fund maintained at Queensland Treasury. 6 RECEIVABLES CURRENT Trade Debtors 1,843 --------- Sundry Debtors 5 Less: Provision for Doubtful Debts (5) --------- - --------- 1,843 =========
All dollars are Australian with Australian Accounting Standards Applied STATE GAS PIPELINE UNIT Notes to and forming part of the accounts for the year ended 30 June 1995 ---------------------------------------------------------------------------
$`000 7 OTHER ASSETS CURRENT Interest Receivable 8 Prepayments 107 ---------- 115 ========== 8 INVESTMENTS NON-CURRENT Investment - Q Fleet at Cost - ========== 9 PROPERTY, PLANT AND EQUIPMENT Freehold Land at Cost 36 ---------- Pipeline at carrying amount 125,150 Plus Revaluation for the year - ---------- 125,150 Less Provision for Depreciation 5,051 ---------- 120,099 ---------- Motor Vehicles at Cost 45 Less Accumulated Depreciation 31 ----------- 14 ----------- Office Furniture & Equipment at Cost 178 Less Accumulated Depreciation 70 ----------- 108 ----------- Linepack Gas at carrying amount 421 Plus Revaluation for the year 29 ----------- 450 ----------- Work-in-Progress at Cost 117 ----------- TOTAL PROPERTY, PLANT AND EQUIPMENT 120,824 ===========
All dollars are Australian with Australian Accounting Standards Applied STATE GAS PIPELINE UNIT Notes to and forming part of the accounts for the year ended 30 June 1995 ---------------------------------------------------------------------------
$`000 10 CREDITORS AND BORROWINGS CURRENT Queensland Treasury 4,431 Sundry Creditors 290 Interest Accrued 40 --------- 4,761 ========= NON-CURRENT Queensland Treasury 109,092 Queensland Treasury Corporation 2,000 --------- 111,092 ========= 11 PROVISIONS CURRENT Provision for Holiday Pay 40 --------- NON-CURRENT Provision for Long Service Leave 72 Provision for Contractual Rebate - --------- 72 ========= 12 RESERVES Asset Revaluation Reserve 9,959 =========
All dollars are Australian with Australian Accounting Standards Applied STATE GAS PIPELINE UNIT Notes to and forming part of the accounts for the year ended 30 June 1995 ---------------------------------------------------------------------------
$'000 13 AUDITOR'S REMUNERATION Amounts received, or due and receivable by the auditor of the Unit for auditing the accounts of the Unit 6 ========= 14 COMMITMENTS FOR EXPENDITURE a)Capital Commitments Plant and Equipment no later than one year 125 ========= b)Lease Commitments Total lease expenditures contracted for at balance date but not provided for in the accounts: Not later than one year 55 Later than one year but not later than 2 years 29 Later than 2 years but not later than 5 years 63 Later than 5 years 294 --------- 441 ========= Representing: Cancelable operating leases 42 Non-cancelable operating leases 399 --------- 441 ========= Commitments in relation to non-cancelable operating leases are payable as follows: Not later than one year 21 Later than one year but not later than 2 years 21 Later than 2 years but not later than 5 years 63 Later than 5 years 294 ---------- 399 ==========
All dollars are Australian with Australian Accounting Standards Applied STATE GAS PIPELINE UNIT Notes to and forming part of the accounts for the year ended 30 June 1995 --------------------------------------------------------------------------- ---
$'000 15 RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO OPERATING PROFIT/ (LOSS) Operating Profit 3,081 Depreciation of property, plant and equipment 5,071 Government Grant (180) (Profit)/Loss on sale of plant and equipment - Capitalized assets expensed 67 Doubtful Debts 5 (Increase)/Decrease in debtors (55) Increase/(Decrease) in interest payable 16 Increase/(Decrease) in provisions (289) (Increase)/Decrease in prepaid expenses (26) Increase in Interest Receivable (6) Increase/(Decrease) in trade creditors and accrued expenses 31 Net cash provided by operating -------- activities 7,715 ========
16 POST BALANCE DATE EVENTS The Government has agreed in principle that the State Gas Pipeline will be sold through a public bid process. The sale is expected to be finalized during the 1995/96 financial year. Following the sale, and in the event of the termination of their employment, employees of the State Gas Pipeline Unit are expected to be paid a severance allowance based on the number of years they have been employed. 17 CONTINGENT LIABILITIES Repairs and modifications to a total cost of $264,000 were carried out on pipeline valves during the year. All valves of a similar design may need to be modified at a further estimated cost of $2,697,000. Claims of $2,961,000 have been made against relevant suppliers. Calliope Shire Council has advised of the possibility of constructing a dam which could flood a section of the pipeline. If the dam proceeds, the pipeline would need to be either realigned or weighted down. The pipeline owner may be liable for all costs. All dollars are Australian with Australian Accounting Standards Applied CERTIFICATE OF THE STATE GAS PIPELINE UNIT We have prepared the foregoing annual financial statements pursuant to the provisions of the Financial Administration and Audit Act 1977 and other prescribed requirements and certify that: a) the foregoing financial statements and notes to and forming part thereof are in agreement with the accounts and records of the State Gas Pipeline Unit; and b) In our opinion: (i) the prescribed requirements in respect of the establishment and keeping of accounts have been complied with in all material respects; and (ii) the foregoing annual financial statements have been drawn up so as to present a true and fair view, in accordance with the prescribed accounting standards, of the transactions of the State Gas Pipeline Unit for the period 1 July 1994 to 30 June 1995 and of the financial position as at the close of that year. /s/ Tony McGrady /s/ Ross Williams - --------------------------------- -------------------------------- Tony McGrady Ross Williams Minister for Minerals and Energy Director-General as The Secretary for Mines Department of Minerals and Energy /s/ RJ Brock - ----------------------------- RJ Brock Manager State Gas Pipeline Unit 14 Sept. 1995 All dollars are Australian with Australian Accounting Standards Applied AUDIT CERTIFICATE Scope - ---------- I have audited the financial statements of the State Gas Pipeline Unit for the year ended 30 June 1995 comprising the Profit and Loss Statement, Balance Sheet, Statement of Cash Flows, Notes To and Forming Part of the Accounts and certificates given by The Secretary for Mines, the Accountable Officer and person responsible for financial administration as required by the Financial Administration and Audit Act 1977. The Accountable Officer is responsible for the preparation and the form of presentation of the financial statements and the information they contain. I have audited the financial statements in order to express an opinion on them. The audit has been conducted in accordance with QAO Auditing Standards to provide reasonable assurance as to whether the financial statements are free of material misstatement. Audit procedures adopted have included the examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial statements and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion as to whether, in all material respects, the financial statements are presented fairly in accordance with prescribed accounting standards and other prescribed requirements so as to present a view which is consistent with my understanding of the entity's financial position and the results of its operations. The audit opinion expressed in this certificate has been formed on the above basis. Audit Opinion - ---------------- In accordance with the provisions of the Financial Administration and Audit Act 1977, I certify that I have received all the information and explanations I have required in respect of the financial statements of the State Gas Pipeline Unit and, in my opinion - - -- the prescribed requirements in respect of the establishment and keeping of accounts have been complied with in all material respects; and - -- the statements have been drawn up so as to present a true and fair view in accordance with prescribed accounting standards and other prescribed requirements of the transactions of the State Gas Pipeline Unit for the financial year ended 30 June 1995 and of the financial position as at the end of that year. /s/ L Scanlan - --------------------------- L Scanlan Executive Director - Audit STATE GAS PIPELINE UNIT CONDENSED BALANCE SHEET March 31, 1996 Australian Dollars in Thousands (Unaudited)
SGP at March 31, 1996 Assets -------------------- - ------ Property, Plant & Equipment A$118,070 Current Assets 2,666 ----------- Total Assets A$120,736 =========== Liabilities - ------------ Creditors and Borrowings A$105,311 Current Liabilities 2,929 ----------- Total Liabilities A$108,240 ----------- Net Assets A$ 12,496 =========== ----------- Equity A$ 12,496 =========== The accompanying Note to State Gas Pipeline Financial Statements is an integral part of this statement. STATE GAS PIPELINE UNIT CONDENSED PROFIT AND LOSS STATEMENT For the Nine Months Ended March 31, 1996 Australian Dollars in Thousands (Unaudited)
SGP 9 Months Ended March 31, 1996 -------------------- Total Operating Revenues A$17,153 Operating Expenses Operations and Maintenance 3,495 Interest Expense 7,224 Depreciation 3,814 ------- Total Operating Expenses 14,533 ------- Operating Profit A$2,620 ========= The accompanying Note to State Gas Pipeline Financial Statements is an integral part of this statement
STATE GAS PIPELINE UNIT STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED MARCH 31, 1996 Australian Dollars in Thousands (Unaudited) -----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net Income A$2,620 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,814 Changes in operating assets and liabilities: Accounts receivable and other assets (68) Accounts payable and other liabilities (1,870) -------- Net cash provided by operating activities 4,496 -------- CASH FLOWS USED IN INVESTING ACTIVITIES: Construction expenditures (171) -------- Net cash used in investing activities (171) -------- CASH FLOWS USED IN FINANCING ACTIVITIES: Principal payments on long-term debt (5,853) -------- Net cash used in financing activities (5,853) -------- NET CHANGE IN CASH AND CASH EQUIVALENTS (1,528) CASH AND CASH EQUIVALENTS AT JUNE 30, 1995 2,168 -------- CASH AND CASH EQUIVALENTS AT MARCH 31, 1996 A$640 ======== The accompanying Note to State Gas Pipeline Financial Statements is an integral part of this statement.
STATE GAS PIPELINE UNIT NOTE TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1. BASIS OF PRESENTATION The condensed financial statements of State Gas Pipeline Unit as of and for the nine months ended March 31, 1996 are unaudited and presented in accordance with Australian accounting procedures. In addition, such statements are denominated in Australian dollars. The acquisition, related adjustments, including acquisition financing, have not been reflected in the attached statements. No adjustments have been made to reflect these statements in accordance with U.S. Generally Accepted Accounting Principles (GAAP). PACIFIC GAS TRANSMISSION COMPANY (PGT) PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT For the Twelve Months Ended December 31, 1995 (Unaudited)
Pro PGT SGP Adj Forma ------------ ----- -------- ----- (In Thousands of U.S. Dollars) Total Operating Revenues $269,218 $16,608 $0 $285,826 Operating Expenses Gas Supply Restructuring Costs 43,553 0 0 43,553 Operations and Maintenance 58,282 2,777 0 61,059 Other Taxes 12,374 0 0 12,374 Income Taxes (Note f) 30,085 0 404 30,489 Depreciation and Amortization 33,046 3,775 (3,775) 37,527 (Note e) 4,481 -------------------------------------------- Total Operating Expenses 177,340 6,552 1,110 185,002 -------------------------------------------- Operating Income 91,878 10,056 (1,110) 100,824 Other Income and (Income Deductions) 6,070 0 0 6,070 Interest Expense (Note d) 46,341 7,074 (7,074) 54,680 6,539 1,800 -------------------------------------------- Net Income $51,607 $2,982 ($2,375) $52,214 =============================================== The accompanying Notes to Pro Forma Condensed Consolidated Financial Statements are an integral part of these statements.
PACIFIC GAS TRANSMISSION COMPANY (PGT) PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET As of March 31, 1996 (Unaudited)
(In thousands of US Dollars) PGT SGP Adj Pro Forma ASSETS - --------- Utility Plant - net $1,053,656 $0 $0 $1,053,656 Other Property & Investments (Note a) 0 92,425 42,011 134,436 Current Assets(Notes b&c) 77,035 2,087 (6,328) 72,794 Other Assets 58,426 0 0 58,426 ------------------------------------------------------ Total Assets $1,189,117 $94,512 $35,683 $1,319,312 ====================================================== CAPITALIZATION AND LIABILITIES - ------------------------------- Common Stock Equity $419,791 $9,782 ($9,782) $429,791 (Note c) 10,000 Long-term Debt (Note b) 560,027 82,437 (82,437) 680,222 90,195 30,000 Current Liabilities 77,725 2,293 (2,293) 77,725 Deferred Income Taxes 121,772 0 121,772 Other Deferred Credits 9,802 0 9,802 ----------------------------------------------------=- Total Capitalization and Liabilities $1,189,117 $94,512 $35,683 $1,319,312 ==================================================== The accompanying Notes to Pro Forma Condensed Consolidated Financial Statements are an integral part of these statements. PACIFIC GAS TRANSMISSION COMPANY PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT For the Three Months Ended March 31, 1996 (Unaudited) (In Thousands of U.S. Dollars)
PGT SGP Adj. Pro Forma ------- --------- -------- ---------- Operating Revenues $69,422 $4,297 $ 0 $73,719 Operating Expenses Gas Supply Restructuring Costs 12,105 0 0 12,105 Operations and Maintenance 13,824 1,130 0 14,954 Other Taxes 3,006 0 0 3,006 Income Taxes (Note f) 8,465 0 (15) 8,450 Depreciation and Amortization 9,116 898 (898) 10,236 (Note e) 1,120 --------------------------------------------- Total Operating Expenses 46,516 2,028 207 48,751 --------------------------------------------- Operating Income 22,906 2,269 (207) 24,968 Other Income and (Income Deductions) 566 0 0 566 Interest Expense (Note d) 11,221 1,856 (1,856) 12,306 1,635 450 -------------------------------------------- Net Income $12,251 $413 ($436) $12,228 ============================================== The accompanying Notes to Pro Forma Condensed Consolidated Financial Statements are an integral part of these statements. <\TABLE > PACIFIC GAS TRANSMISSION COMPANY NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1. BASIS OF PRESENTATION The accompanying unaudited pro forma condensed consolidated balance sheet reflects the financial position of Pacific Gas Transmission Company (the "Company") after giving effect to the acquisition of Queensland State Gas Pipeline (the "Pipeline") on July 1, 1996 and the related financings as if it were consummated at March 31, 1996. The unaudited pro forma condensed consolidated income statements reflect the acquisition of Pipeline as if it had occurred as of the beginning of the periods presented. The unaudited pro forma condensed consolidated financial information has been prepared by the Company based upon assumptions deemed proper by the Company and a preliminary allocation of the purchase price paid. For purposes of these pro forma condensed financial statements, the allocation of the purchase price has been made based upon valuations and other studies which have not been finalized, including tangible and intangible asset appraisals and regulatory environment analysis. Accordingly, the allocation of the purchase price is preliminary. The unaudited pro forma condensed consolidated financial information presented herein is shown for illustrative purposes only and is not necessarily indicative of the future financial position or future results of operations of the Company, or of the financial position or results of operations of the Company that would have actually occurred had the transaction been in effect as of the date or for the periods presented. In addition, it should be noted that the Company's financial statements will reflect the acquisition only from July 1, 1996, the closing date for the acquisition. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical financial statements and related notes of the Company. Pacific Gas Transmission Company - Represents the condensed consolidated balance sheet of the Company as of March 31, 1996 and condensed consolidated income statements of the Company for (a) the twelve months ended December 31, 1995 and (b) for the three months ended March 31, 1996, condensed from the related statements as they appear in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and the Company's 1995 Annual Report on Form 10-K. State Gas Pipeline Unit - Represents the condensed balance sheet as of March 31, 1996 and condensed income statements for Pipeline for (a) the twelve months ended December 31, 1995 and (b) for the three months ended March 31, 1996 as reflected on Pipeline's statements of profit and loss converted to US Dollar equivalents. PACIFIC GAS TRANSMISSION COMPANY NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) NOTE 2. PRO FORMA ADJUSTMENTS Balance Sheet (a) Other property and investments were increased to reflect account balances at fair market value. (b) Additional long-term debt issued to fund the acquisition of Pipeline was included and the retirement of Pipeline's short-term and long-term debt was reflected. In order to fund its equity contribution, Pacific Gas Transmission Company (PGT) reduced its repayment of commercial paper by $30 million. (c) The registrant's parent, Pacific Gas and Electric Company, made an additional equity infusion of $10 million in PGT. Income Statement (d) Interest expense related to Pipeline's pre-acquisition activities was removed and interest expense related to the acquisition debt was included. (e) Additional depreciation related to an increase in property, plant and equipment to reflect balances at fair value was included. Amounts were adjusted to eliminate accelerated rates used by SGP in its historical financial presentation. (f) Income tax expense for Pipeline was recorded based upon an estimated effective tax rate of 40%, adjusting all pro forma entries shown. (g) No material adjustments to conform to U.S. generally accepted accounting principles were required. Item 7. (c) Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As the appointed auditor of the State Gas Pipeline, I hereby consent to the incorporation by reference in this Form 8-K of the report delegated under my authority and dated September 22, 1995. I have not audited and certified any other financial statements subsequent to those for the year ended June 30 1995. Date: 10 Aug 1996 /s/ BM Rollason ------------------------------ Brisbane, Queensland BM Rollason AUSTRALIA Auditor General of Queensland
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