-----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, JgvYzgTeeUPV5v0B5OMP39/LLNcbEk+HGGNAloXypsuv5IpWiKaqOLzAQb5OXCxs WncH5eQOjHinoPymCNJh2g== 0000704503-99-000012.txt : 19990301 0000704503-99-000012.hdr.sgml : 19990301 ACCESSION NUMBER: 0000704503-99-000012 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGYNORTH INC CENTRAL INDEX KEY: 0000704503 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 020363755 STATE OF INCORPORATION: NH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00273 FILM NUMBER: 99550820 BUSINESS ADDRESS: STREET 1: 1260 ELM ST STREET 2: P O BOX 329 CITY: MANCHESTER STATE: NH ZIP: 03105 BUSINESS PHONE: 6036254000 MAIL ADDRESS: STREET 1: 1260 ELM ST CITY: MANCHESTER STATE: NH ZIP: 03105 U-3A-2 1 File No. 70-07078 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM U-3A-2 Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from the Provisions of the Public Utility Holding Company Act of 1935 To Be Filed Annually Prior to March 1 EnergyNorth, Inc. 1260 Elm Street P.O. Box 329 Manchester, New Hampshire 03105-0329 603-625-4000 (Name, address and telephone number of principal executive offices of company filing this statement) EnergyNorth, Inc. hereby files with the Securities Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, State of organization, location and nature of business of claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest. EnergyNorth, Inc. ("ENI" or the "Company") is a New Hampshire business corporation formed on May 12, 1982, for the purpose of becoming a holding company. At the present time, the Company's only business is the ownership of the outstanding common stock of EnergyNorth Natural Gas, Inc. (ENGI), EnergyNorth Propane, Inc. (ENPI), ENI Mechanicals, Inc. (ENMI), EnergyNorth Realty, Inc. (ENRI), Broken Bridge Corp. (BBC) and ENI Resources, Inc. (ERI). All of ENI's subsidiaries are organized under the laws of the state of New Hampshire. ENGI, the Company's principal subsidiary, distributes natural gas as a regulated utility pursuant to franchise authority granted by the New Hampshire Public Utilities Commission. No operations are conducted outside of the state of New Hampshire. At December 31, 1998, ENGI provided service to nearly 70,000 customers. The franchise territory is comprised of 27 cities and towns where natural gas is delivered through a local distribution network. It covers approximately 922 square miles with a population of approximately 470,000. The territory is situated in southern and central New Hampshire. ENGI is also engaged in equipment rental and appliance and jobbing sales, all of which take place entirely within the state of New Hampshire. ENPI is a retailer of liquefied petroleum gas ("propane" or "LP") to over 14,700 customers in more than 100 communities located in southern and central New Hampshire. Propane distribution does not require a regulatory franchise. ENPI operates from separate headquarters and plant facilities that it owns at Regional Drive in Concord, New Hampshire and has distribution centers in Bedford and Gilford, New Hampshire. Propane is transported in bulk supply by trucks to and from ENPI's distribution centers. ENPI is a member of VGS Propane, LLC (VGSP), a joint venture with Northern New England Gas Corporation. VGSP is a Vermont limited liability company which provides LP gas sales and service to approximately 10,000 customers in the state of Vermont. ENMI's wholly owned subsidiaries Northern Peabody, Inc. (NPI) and Granite State Plumbing and Heating, Inc. (GSPH) are mechanical contractors engaged in the design, construction and service of plumbing, heating, ventilation, air conditioning and process piping systems. They serve commercial, industrial and institutional customers in northern New England. NPI and GSPH operate from separate headquarters and facilities located in Manchester, New Hampshire and Goffstown, New Hampshire, respectively. ENRI's principal activity is owning and leasing land and a building located at 1260 Elm Street in Manchester, New Hampshire where ENI and all of its subsidiaries, except ENPI and ENMI, maintain corporate offices. BBC owns undeveloped land located in Concord, New Hampshire. ERI is engaged in an energy services joint venture. 2. A brief description of the properties of claimant and each of its subsidiary public utility companies used for the generation, transmission and distribution of electric energy for sale, or for the production, transmission and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants, and electric and gas distribution facilities, including all such properties which are outside the State in which claimant and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State. The only properties to which this item applies are the production, transmission and distribution facilities and properties of ENGI, all of which are located in New Hampshire. ENGI owns three operations centers, located in Nashua, Manchester and Tilton. The operations center located at Bridge Street in Nashua is comprised of brick and cement buildings containing gas distribution equipment, a regulating station, LP storage tanks and gas production equipment. The operations center located at Elm Street in Manchester occupies eleven acres and is comprised of brick and concrete buildings containing storerooms, LP-air and liquefied natural gas (LNG) peak shaving plants, together with LNG and LP storage tanks and related facilities and equipment and a compressed natural gas fill station. The operations center at Route 140 in Tilton is comprised of a cement block building housing LNG peak shaving equipment, LP peak shaving equipment and regulating equipment, together with LNG and LP storage tanks and related gas production equipment. An energy center located at Broken Bridge Road in Concord is also owned by ENGI. This property is located within a two acre fenced- in section of an approximately five acre tract. Located within these two acres are concrete and wood buildings, metering equipment, LNG peak shaving equipment, together with an LNG storage tank and associated gas production equipment. ENGI has six take stations, located at Broken Bridge Road in Concord, Sanborn Road in Londonderry, Route 28 By-Pass in Hooksett, Candia Road in Manchester, Bridle Bridge Road in Windham and Ferry Street in Allenstown. The take stations consist of land and buildings sheltering natural gas metering and pressure regulating equipment. The take stations are owned by ENGI with the exception of some of the land which is owned by Tennessee Gas Pipeline Company (Tennessee), ENGI's gas transporter. Other properties owned by ENGI include undeveloped land at Sewalls Falls Road and Palm Street in Concord, land at Briarcliff Road in Milford and a tank farm including land and LP storage tanks located at Caldwell Drive in Amherst. ENGI owns land and an office/warehouse building in Tilton, leases office space in Nashua and Concord and leases parking space in Manchester and Concord. As of December 31, 1998, ENGI had more than 1,700 miles of mains and service connections all within the state of New Hampshire. Substantially all of ENGI's utility properties are subject to the lien of the indenture securing the ENGI First Mortgage Bonds. ENGI's gas supply is principally pipeline natural gas transported by Tennessee, a division of Tenneco, Inc., and purchased both on long-term contract and short-term spot market bases. LP-air and LNG, which are used to supplement ENGI's natural gas pipeline supplies, are produced at plants owned and operated by ENGI. As described above, ENGI operates its natural gas distribution business entirely within the state of New Hampshire. The Company owns no gas manufacturing or distribution facilities outside of New Hampshire nor pipelines that deliver or receive gas at New Hampshire borders. The Company purchases natural gas from sources outside of New Hampshire and takes delivery in New Hampshire, primarily through pipeline terminals. Natural gas owned by ENGI and stored outside of New Hampshire is stored in facilities owned by unaffiliated persons. 3. The following information for the last calendar year with respect to claimant and each of its subsidiary public utility companies: (a) Number of kwh. of electric energy sold (at retail or wholesale), and Mcf. of natural or manufactured gas distributed at retail. ENGI sold or transported during the calendar year ended December 31, 1998, natural and manufactured gas as follows (in thousands of Mcf): Residential 4,928 Commercial/Industrial 4,617 280-day service 745 Interruptible/other 74 Transportation 2,009 ------- Total Gas Sales and Volumes Transported 12,373 ======= ENGI sells no electric energy. (b) Number of kwh. of electric energy and Mcf. of natural or manufactured gas distributed at retail outside the State in which each such company is organized. None. (c) Number of kwh. of electric energy and Mcf. of natural or manufactured gas sold at wholesale outside the State in which each such company is organized, or at the State line. None. (d) Number of kwh. of electric energy and Mcf. of natural or manufactured gas purchased outside the State in which each such company is organized or at the State line. Natural gas is purchased by ENGI outside the state of New Hampshire from third-party marketers. These supplies are transported under a Federal Energy Regulatory Commission approved tariff to delivery points located within New Hampshire. Supplemental gas is purchased from sources within and outside New Hampshire and delivered by truck and railcar to points within New Hampshire. 4. The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars: (a) Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. None. (b) Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. None. (c) Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company. None. (d) Capitalization and earnings of the EWG or foreign utility company during the reporting period. None. (e) Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). None. EXHIBIT A A consolidating statement of income and surplus of the claimant and its subsidiary companies for the last calendar year, together with a consolidating balance sheet of claimant and its subsidiary companies as of the close of such calendar year. See Exhibit 99, filed herewith. The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 26th day of February, 1999. ENERGYNORTH, INC. [Corporate Seal By: /S/ DAVID A. SKRZYSOWSKI embedded here] David A. Skrzysowski Vice President and Controller CORPORATE SEAL Attest: /S/ FRANK L. CHILDS Frank L. Childs Senior Vice President and Chief Financial Officer Name, title and address of officer/agent for service to whom notices and correspondence concerning this statement should be addressed: David A. Skrzysowski Vice President and Controller 1260 Elm Street P.O. Box 329 Manchester, New Hampshire 03105-0329 603-625-4000, X4253 The Commission is requested to mail copies of all orders, notices and communications to: Richard A. Samuels, Esquire McLane, Graf, Raulerson & Middleton, Professional Association P.O. Box 326 Manchester, New Hampshire 03105-0326 603-625-6464 EXHIBIT B Financial Data Schedule See Exhibit 27, filed herewith. EXHIBIT C An organization chart showing the relationship of each EWG or foreign utility company to associate companies in the holding-company system. Not applicable. EX-27 2
OPUR3 This schedule contains summary financial information extracted from the consolidating balance sheet and consolidating statement of income contained in Form U-3A-2 of EnergyNorth, Inc. for the calendar year ended December 31, 1998 and is qualified in its entirety by reference to such financial statements. 1,000 YEAR SEP-30-1998 DEC-31-1998 PER-BOOK 162,145 110,505 4,455
EX-99 3
Exhibit A ENERGYNORTH, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET ASSETS December 31, 1998 Unaudited (in thousands) ENI ENGI ENPI ENMI ENRI BBC ERI Elimina- Total tions -------------------------------------------------------------------------------- Property: Utility plant, at cost $ - $161,394 $ - $ - $ - $ - $ - $ 31 $161,425 Accumulated depreciation and amortization - 52,759 - - - - - 4 52,763 -------------------------------------------------------------------------------- Net utility plant - 108,635 - - - - - 27 108,662 Net nonutility property, at cost 19 - 6,187 392 1,164 425 - (54) 8,133 -------------------------------------------------------------------------------- Net property 19 108,635 6,187 392 1,164 425 - (27) 116,795 -------------------------------------------------------------------------------- Investment in subsidiaries 52,970 - - - - - - (52,970) - -------------------------------------------------------------------------------- Current assets: Cash and temporary cash investments (825) 1,941 97 209 516 - 18 - 1,956 Note receivable from affiliate 1,600 - - - - - - (1,600) - Accounts receivable, net (4) 5,375 999 5,900 - 2 2 - 12,274 Unbilled revenues - 3,522 - - - - - - 3,522 Intercompany accounts receivable 1,942 (1,364) (330) (35) (90) (42) (39) (66) (24) Deferred gas costs - 29 - - - - - - 29 Materials and supplies - 1,510 95 488 - - - - 2,093 Supplemental gas supplies - 8,824 195 - - - - - 9,019 Prepaid and deferred taxes - 2,282 16 6 6 9 3 - 2,322 Prepaid expenses and other - 732 96 74 3 - - - 905 -------------------------------------------------------------------------------- Total current assets 2,713 22,851 1,168 6,642 435 (31) (16) (1,666) 32,096 -------------------------------------------------------------------------------- Deferred charges and other assets: Regulatory asset - income taxes - 2,401 - - - - - - 2,401 Recoverable environmental costs - 6,596 - - - - - - 6,596 Other deferred charges 9 2,016 2 - 5 - - - 2,032 Other assets 527 91 1,534 35 5 - 33 - 2,225 -------------------------------------------------------------------------------- Total deferred charges and other assets 536 11,104 1,536 35 10 - 33 - 13,254 -------------------------------------------------------------------------------- Total assets $56,238 $142,590 $8,891 $7,069 $1,609 $394 $17 $(54,663) $162,145 ================================================================================
Exhibit A ENERGYNORTH, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET STOCKHOLDERS' EQUITY AND LIABILITIES December 31, 1998 Unaudited (in thousands) ENI ENGI ENPI ENMI ENRI BBC ERI Elimina- Total tions Capitalization: Common stockholders'equity: Common stock $ 3,320 $ 3,000 $ 15 $ 2 $ 7 $ 10 $ 1 $ (3,035) $ 3,320 Amount in excess of par 32,506 22,538 1,049 1,990 378 390 45 (26,390) 32,506 Retained earnings 17,260 21,323 1,854 153 231 11 (25) (23,572) 17,235 ---------------------------------------------------------------------------------- Total common stockholders' equity 53,086 46,861 2,918 2,145 616 411 21 (52,997) 53,061 Long-term debt - 42,411 292 637 816 - - - 44,156 ---------------------------------------------------------------------------------- Total capitalization 53,086 89,272 3,210 2,782 1,432 411 21 (52,997) 97,217 ---------------------------------------------------------------------------------- Current liabilities: Notes payable to banks 1,600 7,942 1,975 295 - - - (1,600) 10,212 Current portion of long-term debt - 436 1,421 108 66 - - - 2,031 Inventory purchase obligation - 9,928 - - - - - - 9,928 Accounts payable (121) 5,622 606 3,563 30 - - (66) 9,634 Accrued interest 5 1,156 1 - 7 - - - 1,169 Accrued and deferred taxes - 2,104 (10) 99 2 (11) (4) - 2,180 Accrued environmental remediation costs - 2,822 - - - - - - 2,822 Customer deposits and other 1,668 255 800 - - - - - 2,723 ---------------------------------------------------------------------------------- Total current liabilities 3,152 30,265 4,793 4,065 105 (11) (4) (1,666) 40,699 ---------------------------------------------------------------------------------- Deferred credits: Deferred income taxes - 17,838 844 - 72 (6) - - 18,748 Unamortized investment tax credits - 1,610 - - - - - - 1,610 Regulatory liability - income taxes - 1,129 - - - - - - 1,129 Contributions in aid of construction and other - 2,476 44 222 - - - - 2,742 ---------------------------------------------------------------------------------- Total deferred charges - 23,053 888 222 72 (6) - - 24,229 ---------------------------------------------------------------------------------- Total stockholders' equity and liabilities $56,238 $142,590 $8,891 $7,069 $1,609 $394 $17 $(54,663) $162,145 ==================================================================================
Exhibit A ENERGYNORTH, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1998 Unaudited (in thousands) ENI ENGI ENPI ENMI ENRI BBC ERI Elimina- Total tions ----------------------------------------------------------------------------- Total operating revenues $ - $80,180 $10,443 $19,887 $459 $ - $ - $(464) $110,505 Operating expenses: Cost of sales - 42,444 5,085 17,376 - - - (7) 64,898 Operations and maintenance - 18,452 3,767 1,879 132 - - (457) 23,773 Depreciation and amortization - 5,554 1,046 145 77 (1) - - 6,821 Taxes other than income taxes - 3,702 199 107 51 17 - - 4,076 Federal and state income taxes - 2,329 (19) 197 53 (8) 9 - 2,561 ----------------------------------------------------------------------------- Total operating expenses - 72,481 10,078 19,704 313 8 9 (464) 102,129 ----------------------------------------------------------------------------- Operating income (loss) - 7,699 365 183 146 (8) (9) - 8,376 Other income (expense), net - 983 (154) 169 19 (5) 23 - 1,035 Interest expense: Interest on long-term debt - 3,616 160 43 75 - - - 3,894 Other interest - 988 74 - - - - - 1,062 ----------------------------------------------------------------------------- Total interest expense - 4,604 234 43 75 - - - 4,956 ----------------------------------------------------------------------------- Net income (loss) $ - $ 4,078 $ (23) $ 309 $ 90 $(13) $14 $ - $ 4,455 ============================================================================= Consolidated basic earnings per share $1.35
ENERGYNORTH, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF SURPLUS FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1998 Unaudited (in thousands) ENI ENGI ENPI ENMI ENRI BBC ERI Elimina- Total tions ----------------------------------------------------------------------------------- Balance - December 31, 1997 $17,181 $21,046 $2,294 $ - $141 $ 24 $(39) $(23,493) $17,154 Add: Net income (loss) 4,453 4,078 (23) 309 90 (13) 14 (4,453) 4,455 Less: Cash dividends 4,374 3,801 417 156 - - - (4,374) 4,374 ----------------------------------------------------------------------------------- Balance - December 31, 1998 $17,260 $21,323 $1,854 $153 $231 $11 $(25) $(23,572) $17,235 ===================================================================================
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