Piedmont Natural Gas Company, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2005
or
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o |
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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 1-6196
Piedmont Natural Gas Company, Inc.
(Exact name of registrant as specified in its charter)
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North Carolina
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56-0556998 |
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State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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1915 Rexford Road, Charlotte, North Carolina
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28211 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (704) 364-3120
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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act). Yes þ No o
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
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Class
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Outstanding at September 1, 2005 |
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Common Stock, no par value
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76,595,888 |
Page 1 of 32
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Piedmont Natural Gas Company, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
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July 31, |
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October 31, |
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2005 |
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2004 |
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Utility Plant, at original cost |
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$ |
2,567,967 |
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$ |
2,474,796 |
|
Less accumulated depreciation |
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661,167 |
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|
624,973 |
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Utility plant, net |
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1,906,800 |
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1,849,823 |
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|
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|
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Other Physical Property (net of accumulated depreciation of
$1,918 in 2005 and $1,782 in 2004) |
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763 |
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973 |
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Current Assets: |
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Cash and cash equivalents |
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5,733 |
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5,676 |
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Restricted cash |
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12,971 |
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12,732 |
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Marketable securities, at market value |
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1,857 |
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Receivables (less allowance for doubtful accounts of
$3,087 in 2005 and $1,086 in 2004) |
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99,257 |
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70,987 |
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Unbilled utility revenues |
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12,796 |
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25,711 |
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Gas in storage |
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104,333 |
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128,465 |
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Gas purchase options, at fair value |
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9,594 |
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|
13,182 |
|
Income taxes receivable |
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|
22,632 |
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|
11,533 |
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Amounts due from customers |
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|
39,253 |
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28,832 |
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Prepayments |
|
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27,237 |
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38,709 |
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Other |
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5,216 |
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4,823 |
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Total current assets |
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339,022 |
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342,507 |
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Investments, Deferred Charges and Other Assets: |
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Equity method investments in non-utility activities |
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68,366 |
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65,322 |
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Goodwill |
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47,850 |
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48,151 |
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Unamortized debt expense |
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4,932 |
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|
5,261 |
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Other |
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35,092 |
|
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31,138 |
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|
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Total investments, deferred charges and other assets |
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156,240 |
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149,872 |
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|
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|
|
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Total |
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$ |
2,402,825 |
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$ |
2,343,175 |
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CAPITALIZATION AND LIABILITIES |
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Capitalization: |
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Common stock equity: |
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Common stock, no par value, 100,000 shares authorized; outstanding,
76,671 in 2005 and 76,670 in 2004 |
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$ |
562,652 |
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$ |
563,667 |
|
Retained earnings |
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346,127 |
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|
291,397 |
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Accumulated other comprehensive income (loss) |
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(3,470 |
) |
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(166 |
) |
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Total common stock equity |
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905,309 |
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854,898 |
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Long-term debt |
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625,000 |
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660,000 |
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Total capitalization |
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1,530,309 |
|
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|
1,514,898 |
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Current Liabilities: |
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Current maturities of long-term debt and sinking fund requirements |
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35,000 |
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Notes payable |
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84,000 |
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109,500 |
|
Accounts payable |
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92,895 |
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|
99,599 |
|
Deferred income taxes |
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|
48,898 |
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|
20,687 |
|
Income taxes accrued |
|
|
|
|
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|
306 |
|
General taxes accrued |
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|
13,030 |
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|
17,097 |
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Amounts due to customers |
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16,800 |
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|
26,379 |
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Accrued gas cost on unbilled utility revenues |
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1,249 |
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2,479 |
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Other |
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30,905 |
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37,418 |
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Total current liabilities |
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322,777 |
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313,465 |
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Deferred Credits and Other Liabilities: |
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Deferred income taxes |
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217,147 |
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|
202,155 |
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Unamortized federal investment tax credits |
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|
4,085 |
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|
4,492 |
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Asset retirement obligations |
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283,296 |
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266,700 |
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Other |
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45,211 |
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41,465 |
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Total deferred credits and other liabilities |
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549,739 |
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514,812 |
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Total |
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$ |
2,402,825 |
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$ |
2,343,175 |
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See notes to condensed consolidated financial statements.
2
Piedmont Natural Gas Company, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands)
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Three Months |
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Nine Months |
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Twelve Months |
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Ended |
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Ended |
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Ended |
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July 31 |
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July 31 |
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July 31 |
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2005 |
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2004 |
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2005 |
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2004 |
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2005 |
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2004 |
|
Operating Revenues |
|
$ |
232,912 |
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|
$ |
214,750 |
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|
$ |
1,421,503 |
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$ |
1,315,933 |
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$ |
1,635,308 |
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|
$ |
1,495,357 |
|
Cost of Gas |
|
|
156,296 |
|
|
|
145,022 |
|
|
|
1,001,610 |
|
|
|
903,870 |
|
|
|
1,139,110 |
|
|
|
1,021,422 |
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Margin |
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76,616 |
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|
69,728 |
|
|
|
419,893 |
|
|
|
412,063 |
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|
|
496,198 |
|
|
|
473,935 |
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Operating Expenses: |
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|
|
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|
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Operations and maintenance |
|
|
50,218 |
|
|
|
47,803 |
|
|
|
152,795 |
|
|
|
148,014 |
|
|
|
205,063 |
|
|
|
186,054 |
|
Depreciation |
|
|
21,523 |
|
|
|
20,886 |
|
|
|
63,260 |
|
|
|
61,549 |
|
|
|
83,988 |
|
|
|
78,818 |
|
General taxes |
|
|
7,660 |
|
|
|
6,974 |
|
|
|
23,433 |
|
|
|
20,397 |
|
|
|
30,046 |
|
|
|
26,028 |
|
Income taxes |
|
|
(5,769 |
) |
|
|
(7,400 |
) |
|
|
57,588 |
|
|
|
57,385 |
|
|
|
51,582 |
|
|
|
53,535 |
|
|
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|
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|
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|
Total operating expenses |
|
|
73,632 |
|
|
|
68,263 |
|
|
|
297,076 |
|
|
|
287,345 |
|
|
|
370,679 |
|
|
|
344,435 |
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
2,984 |
|
|
|
1,465 |
|
|
|
122,817 |
|
|
|
124,718 |
|
|
|
125,519 |
|
|
|
129,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from equity method investments |
|
|
4,077 |
|
|
|
3,995 |
|
|
|
24,537 |
|
|
|
25,375 |
|
|
|
26,543 |
|
|
|
27,256 |
|
Gain on sale of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,683 |
|
|
|
|
|
|
|
4,683 |
|
Gain on sale of marketable securities |
|
|
|
|
|
|
|
|
|
|
1,525 |
|
|
|
|
|
|
|
1,525 |
|
|
|
|
|
Allowance for equity funds used during construction |
|
|
304 |
|
|
|
323 |
|
|
|
920 |
|
|
|
971 |
|
|
|
1,162 |
|
|
|
1,268 |
|
Non-operating income |
|
|
2,322 |
|
|
|
1,008 |
|
|
|
2,843 |
|
|
|
2,098 |
|
|
|
3,031 |
|
|
|
2,720 |
|
Charitable contributions |
|
|
(109 |
) |
|
|
26 |
|
|
|
(361 |
) |
|
|
(845 |
) |
|
|
(8,640 |
) |
|
|
(1,052 |
) |
Non-operating expense |
|
|
(40 |
) |
|
|
(26 |
) |
|
|
(125 |
) |
|
|
(111 |
) |
|
|
(338 |
) |
|
|
(211 |
) |
Income taxes |
|
|
(2,761 |
) |
|
|
(2,259 |
) |
|
|
(11,465 |
) |
|
|
(12,896 |
) |
|
|
(9,237 |
) |
|
|
(14,045 |
) |
|
|
|
|
|
|
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net of tax |
|
|
3,793 |
|
|
|
3,067 |
|
|
|
17,874 |
|
|
|
19,275 |
|
|
|
14,046 |
|
|
|
20,619 |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utility Interest Charges |
|
|
11,141 |
|
|
|
12,664 |
|
|
|
34,147 |
|
|
|
36,199 |
|
|
|
45,578 |
|
|
|
46,463 |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) Before Minority Interest in Income of Consolidated
Subsidiary |
|
|
(4,364 |
) |
|
|
(8,132 |
) |
|
|
106,544 |
|
|
|
107,794 |
|
|
|
93,987 |
|
|
|
103,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Minority Interest in Income (Loss) of Consolidated Subsidiary |
|
|
302 |
|
|
|
25 |
|
|
|
301 |
|
|
|
70 |
|
|
|
280 |
|
|
|
889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
($ |
4,666 |
) |
|
($ |
8,157 |
) |
|
$ |
106,243 |
|
|
$ |
107,724 |
|
|
$ |
93,707 |
|
|
$ |
102,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Shares of Common Stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
76,684 |
|
|
|
76,436 |
* |
|
|
76,699 |
|
|
|
73,594 |
* |
|
|
76,684 |
* |
|
|
71,977 |
* |
Diluted |
|
|
76,684 |
|
|
|
76,436 |
* |
|
|
76,913 |
|
|
|
73,776 |
* |
|
|
76,916 |
* |
|
|
72,177 |
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) Per Share of Common Stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
($ |
0.06 |
) |
|
($ |
0.11 |
)* |
|
$ |
1.39 |
|
|
$ |
1.46 |
* |
|
$ |
1.22 |
* |
|
$ |
1.43 |
* |
Diluted |
|
($ |
0.06 |
) |
|
($ |
0.11 |
)* |
|
$ |
1.38 |
|
|
$ |
1.46 |
* |
|
$ |
1.22 |
* |
|
$ |
1.42 |
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Dividends Per Share of Common Stock |
|
$ |
0.23 |
|
|
$ |
0.215 |
* |
|
$ |
0.675 |
|
|
$ |
0.6375 |
* |
|
$ |
0.89 |
* |
|
|
0.845 |
* |
|
|
|
* |
|
Reflects a two-for-one stock split effective October 11, 2004. |
See notes to condensed consolidated financial statements.
3
Piedmont Natural Gas Company, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
|
|
July 31 |
|
|
July 31 |
|
|
July 31 |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
($4,666 |
) |
|
|
($8,157 |
) |
|
$ |
106,243 |
|
|
$ |
107,724 |
|
|
$ |
93,707 |
|
|
$ |
102,767 |
|
Adjustments to reconcile net income to net
cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
23,937 |
|
|
|
22,198 |
|
|
|
68,302 |
|
|
|
65,292 |
|
|
|
90,346 |
|
|
|
83,148 |
|
Undistributed earnings from equity method investments |
|
|
(4,077 |
) |
|
|
(3,995 |
) |
|
|
(24,537 |
) |
|
|
(25,375 |
) |
|
|
(26,543 |
) |
|
|
(27,256 |
) |
Gain on sale of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,683 |
) |
|
|
|
|
|
|
(4,683 |
) |
Change in assets and liabilities |
|
|
(43,647 |
) |
|
|
(60,457 |
) |
|
|
15,888 |
|
|
|
58,520 |
|
|
|
(30,686 |
) |
|
|
20,597 |
|
Other, net |
|
|
(4,969 |
) |
|
|
(5,955 |
) |
|
|
(949 |
) |
|
|
(899 |
) |
|
|
(4,872 |
) |
|
|
(1,649 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
(33,422 |
) |
|
|
(56,366 |
) |
|
|
164,947 |
|
|
|
200,579 |
|
|
|
121,952 |
|
|
|
172,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utility construction expenditures |
|
|
(53,204 |
) |
|
|
(37,104 |
) |
|
|
(136,650 |
) |
|
|
(97,384 |
) |
|
|
(178,411 |
) |
|
|
(120,995 |
) |
Reimbursements from bond fund |
|
|
3,970 |
|
|
|
7,285 |
|
|
|
23,253 |
|
|
|
23,459 |
|
|
|
41,291 |
|
|
|
27,220 |
|
Contributions to equity method investments |
|
|
(1,566 |
) |
|
|
|
|
|
|
(1,886 |
) |
|
|
|
|
|
|
(1,999 |
) |
|
|
|
|
Distributions from equity method investments |
|
|
1,196 |
|
|
|
1,277 |
|
|
|
23,154 |
|
|
|
24,761 |
|
|
|
24,684 |
|
|
|
26,009 |
|
Proceeds from sale of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,096 |
|
|
|
|
|
|
|
36,096 |
|
Proceeds from sale of marketable securities |
|
|
|
|
|
|
|
|
|
|
2,394 |
|
|
|
|
|
|
|
2,394 |
|
|
|
|
|
Proceeds from sale of corporate office, net of expenses |
|
|
6,660 |
|
|
|
|
|
|
|
6,660 |
|
|
|
|
|
|
|
6,660 |
|
|
|
|
|
Proceeds from sale of non-utility plant |
|
|
|
|
|
|
|
|
|
|
120 |
|
|
|
|
|
|
|
120 |
|
|
|
|
|
Purchase of NCNG and EasternNC, net of cash received in the
twelve
months ended July 31, 2004, of $7,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(271 |
) |
|
|
|
|
|
|
(450,439 |
) |
Increase in restricted cash |
|
|
(92 |
) |
|
|
(5,780 |
) |
|
|
(239 |
) |
|
|
(5,837 |
) |
|
|
(385 |
) |
|
|
(5,906 |
) |
Other |
|
|
(1,267 |
) |
|
|
(335 |
) |
|
|
(1,639 |
) |
|
|
1,953 |
|
|
|
(1,634 |
) |
|
|
2,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(44,303 |
) |
|
|
(34,657 |
) |
|
|
(84,833 |
) |
|
|
(17,223 |
) |
|
|
(107,280 |
) |
|
|
(485,925 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in notes payable, net |
|
|
84,000 |
|
|
|
27,000 |
|
|
|
(25,500 |
) |
|
|
(82,500 |
) |
|
|
57,000 |
|
|
|
(18,000 |
) |
Repayment of commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(445,559 |
) |
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
198,334 |
|
|
|
|
|
|
|
198,334 |
|
Debt offering costs |
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
(276 |
) |
|
|
|
|
|
|
(424 |
) |
Retirement of long-term debt |
|
|
|
|
|
|
(2,000 |
) |
|
|
|
|
|
|
(2,000 |
) |
|
|
|
|
|
|
(2,000 |
) |
Proceeds from sale of common stock, net of expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
173,828 |
|
|
|
|
|
|
|
173,828 |
|
Issuance of common stock through dividend
reinvestment and employee stock plans |
|
|
5,276 |
|
|
|
5,401 |
|
|
|
18,359 |
|
|
|
14,769 |
|
|
|
23,607 |
|
|
|
18,810 |
|
Repurchases of common stock |
|
|
(8,191 |
) |
|
|
|
|
|
|
(21,170 |
) |
|
|
|
|
|
|
(25,657 |
) |
|
|
|
|
Dividends paid |
|
|
(17,626 |
) |
|
|
(16,429 |
) |
|
|
(51,746 |
) |
|
|
(46,791 |
) |
|
|
(68,222 |
) |
|
|
(60,725 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
63,459 |
|
|
|
13,984 |
|
|
|
(80,057 |
) |
|
|
(190,195 |
) |
|
|
(13,272 |
) |
|
|
309,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
|
(14,266 |
) |
|
|
(77,039 |
) |
|
|
57 |
|
|
|
(6,839 |
) |
|
|
1,400 |
|
|
|
(3,178 |
) |
Cash and Cash Equivalents at Beginning of Period |
|
|
19,999 |
|
|
|
81,372 |
|
|
|
5,676 |
|
|
|
11,172 |
|
|
|
4,333 |
|
|
|
7,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period |
|
$ |
5,733 |
|
|
$ |
4,333 |
|
|
$ |
5,733 |
|
|
$ |
4,333 |
|
|
$ |
5,733 |
|
|
$ |
4,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash Investing and Financing Activities Related to Acquisitions
of NCNG and EasternNC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value/book value of assets acquired |
|
|
|
|
|
$ |
3,811 |
|
|
|
|
|
|
|
($2,694 |
) |
|
|
|
|
|
$ |
508,441 |
|
Cash paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(271 |
) |
|
|
|
|
|
|
(457,624 |
) |
Adjustment of estimated working capital to actual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
271 |
|
|
|
|
|
|
|
2,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities assumed |
|
|
|
|
|
$ |
3,811 |
|
|
|
|
|
|
|
($2,694 |
) |
|
|
|
|
|
$ |
53,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
4
Piedmont Natural Gas Company, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
Twelve Months |
|
|
|
Ended July 31 |
|
|
Ended July 31 |
|
|
Ended July 31 |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Net Income (Loss) |
|
|
($4,666 |
) |
|
|
($8,157 |
) |
|
$ |
106,243 |
|
|
$ |
107,724 |
|
|
$ |
93,707 |
|
|
$ |
102,767 |
|
Other Comprehensive Income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum pension liability adjustment |
|
|
|
|
|
|
|
|
|
|
(2,748 |
) |
|
|
|
|
|
|
(2,748 |
) |
|
|
|
|
Reclassification adjustment of realized gain on marketable
securities included in net income |
|
|
|
|
|
|
|
|
|
|
(945 |
) |
|
|
|
|
|
|
(945 |
) |
|
|
|
|
Unrealized income on marketable securities |
|
|
|
|
|
|
404 |
|
|
|
348 |
|
|
|
404 |
|
|
|
541 |
|
|
|
404 |
|
Unrealized income (loss) from hedging activities
of equity method investees |
|
|
(515 |
) |
|
|
515 |
|
|
|
1,714 |
|
|
|
506 |
|
|
|
1,590 |
|
|
|
117 |
|
Reclassification adjustment of realized (income) loss from
hedging activities of equity method investees included in
net income |
|
|
16 |
|
|
|
1 |
|
|
|
(1,673 |
) |
|
|
706 |
|
|
|
(1,592 |
) |
|
|
996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Income (Loss) |
|
|
($5,165 |
) |
|
|
($7,237 |
) |
|
$ |
102,939 |
|
|
$ |
109,340 |
|
|
$ |
90,553 |
|
|
$ |
104,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
5
Piedmont Natural Gas Company, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. The condensed consolidated financial statements have not been audited. These financial
statements and other information included in this quarterly report should be read in conjunction
with the Consolidated Financial Statements and Notes included in our Form 10-K/A for the year ended
October 31, 2004.
2. In our opinion, the unaudited condensed consolidated financial statements include all normal
recurring adjustments necessary for a fair statement of financial position at July 31, 2005 and
October 31, 2004, and the results of operations and cash flows for the three, nine and twelve
months ended July 31, 2005 and 2004. Our business is seasonal in nature. The results of
operations for the three and nine months ended July 31, 2005, do not necessarily reflect the
results to be expected for the full year.
We make estimates and assumptions when preparing the condensed consolidated financial statements.
These estimates and assumptions affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the condensed consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from estimates.
3. We follow Statement of Financial Accounting Standards (SFAS) No. 71, Accounting for the Effects
of Certain Types of Regulation (Statement 71). Statement 71 provides that rate-regulated public
utilities account for and report assets and liabilities consistent with the economic effect of the
manner in which independent third-party regulators establish rates. In applying Statement 71, we
capitalize certain costs and benefits as regulatory assets and liabilities, respectively, pursuant
to orders of the state regulatory commissions, either in general rate proceedings or expense
deferral proceedings, in order to provide for recovery from or refund to utility customers in
future periods. The amounts recorded as regulatory assets in the condensed consolidated balance
sheets as of July 31, 2005 and October 31, 2004, were $72.1 million and $59.3 million,
respectively. The amounts recorded as regulatory liabilities in the condensed consolidated balance
sheets as of July 31, 2005 and October 31, 2004, were $311.7 million and $304.9 million,
respectively.
4. All of our goodwill is attributable to the regulated utility segment. The balance in goodwill
as of October 31, 2004 and July 31, 2005, and the changes for the nine months ended July 31, 2005,
are presented below.
|
|
|
|
|
In thousands |
|
|
|
|
Balance as of October 31, 2004 |
|
$ |
48,151 |
|
Minority interest in income of Eastern North Carolina Natural
Gas Company (EasternNC) |
|
|
(301 |
) |
|
|
|
|
Balance as of July 31, 2005 |
|
$ |
47,850 |
|
|
|
|
|
5. Components of the net periodic benefit cost for our defined-benefit pension plans and other
postretirement benefit plan for the three, nine and twelve months ended July 31, 2005 and 2004, are
presented below. All amounts reflect the impact of the acquisition of North Carolina Natural Gas
Corporation (NCNG) effective as of the close of business on September 30, 2003.
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
Other Benefits |
|
In thousands |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Three Months Ended July 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
2,947 |
|
|
$ |
2,349 |
|
|
$ |
348 |
|
|
$ |
341 |
|
Interest cost |
|
|
3,242 |
|
|
|
3,021 |
|
|
|
538 |
|
|
|
663 |
|
Expected return on plan assets |
|
|
(4,232 |
) |
|
|
(4,113 |
) |
|
|
(258 |
) |
|
|
(231 |
) |
Amortization of transition obligation |
|
|
|
|
|
|
|
|
|
|
220 |
|
|
|
220 |
|
Amortization of prior-service cost |
|
|
234 |
|
|
|
233 |
|
|
|
321 |
|
|
|
258 |
|
Amortization of actuarial (gain) loss |
|
|
143 |
|
|
|
|
|
|
|
|
|
|
|
95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
2,334 |
|
|
$ |
1,490 |
|
|
$ |
1,169 |
|
|
$ |
1,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended July 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
5,639 |
|
|
$ |
4,699 |
|
|
$ |
696 |
|
|
$ |
682 |
|
Interest cost |
|
|
6,409 |
|
|
|
6,042 |
|
|
|
1,076 |
|
|
|
1,325 |
|
Expected return on plan assets |
|
|
(8,297 |
) |
|
|
(8,110 |
) |
|
|
(515 |
) |
|
|
(461 |
) |
Amortization of transition obligation |
|
|
|
|
|
|
|
|
|
|
439 |
|
|
|
440 |
|
Amortization of prior-service cost |
|
|
466 |
|
|
|
465 |
|
|
|
642 |
|
|
|
515 |
|
Amortization of actuarial (gain) loss |
|
|
189 |
|
|
|
|
|
|
|
|
|
|
|
191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
4,406 |
|
|
$ |
3,096 |
|
|
$ |
2,338 |
|
|
$ |
2,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended July 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
10,848 |
|
|
$ |
8,828 |
|
|
$ |
1,358 |
|
|
$ |
1,266 |
|
Interest cost |
|
|
12,596 |
|
|
|
11,690 |
|
|
|
2,173 |
|
|
|
2,573 |
|
Expected return on plan assets |
|
|
(16,476 |
) |
|
|
(15,499 |
) |
|
|
(1,004 |
) |
|
|
(897 |
) |
Amortization of transition obligation |
|
|
|
|
|
|
3 |
|
|
|
879 |
|
|
|
879 |
|
Amortization of prior-service cost |
|
|
932 |
|
|
|
931 |
|
|
|
1,221 |
|
|
|
1,030 |
|
Amortization of actuarial (gain) loss |
|
|
236 |
|
|
|
(210 |
) |
|
|
(6 |
) |
|
|
336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
8,136 |
|
|
$ |
5,743 |
|
|
$ |
4,621 |
|
|
$ |
5,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the quarter ended July 31, 2005, we contributed $17.3 million to the pension plans and $2.7
million to the other postretirement benefits plan.
6. We compute basic earnings per share using the weighted average number of shares of Common Stock
outstanding during each period. A reconciliation of basic and diluted earnings per share for the
three, nine and twelve months ended July 31, 2005 and 2004, is presented below. All shares and per
share amounts reflect a two-for-one stock split effective October 11, 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands except |
|
Three Months |
|
Nine Months |
|
|
Twelve Months |
|
per share amounts |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Net Income (Loss) |
|
$ |
(4,666 |
) |
|
$ |
(8,157 |
) |
|
$ |
106,243 |
|
|
$ |
107,724 |
|
|
$ |
93,707 |
|
|
$ |
102,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shares of
Common Stock
outstanding for
basic earnings
per share |
|
|
76,684 |
|
|
|
76,436 |
|
|
|
76,699 |
|
|
|
73,594 |
|
|
|
76,684 |
|
|
|
71,977 |
|
Contingently
issuable shares
under the Long-Term
Incentive Plan * |
|
|
|
|
|
|
|
|
|
|
214 |
|
|
|
182 |
|
|
|
232 |
|
|
|
200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands except |
|
Three Months |
|
|
Nine Months |
|
|
Twelve Months |
|
per share amounts |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Average shares of
dilutive
stock |
|
|
76,684 |
|
|
|
76,436 |
|
|
|
76,913 |
|
|
|
73,776 |
|
|
|
76,916 |
|
|
|
72,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) Per
Share of
Common Stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(.06 |
) |
|
$ |
(.11 |
) |
|
$ |
1.39 |
|
|
$ |
1.46 |
|
|
$ |
1.22 |
|
|
$ |
1.43 |
|
Diluted |
|
$ |
(.06 |
) |
|
$ |
(.11 |
) |
|
$ |
1.38 |
|
|
$ |
1.46 |
|
|
$ |
1.22 |
|
|
$ |
1.42 |
|
|
|
|
* |
|
For the three months ended July 31, 2005 and 2004, the inclusion of 213 and 170 contingently issuable
shares, respectively, would have been antidilutive. |
7. We have two reportable business segments, regulated utility and non-utility activities. These
segments are identified based on products and services, regulatory environments and our corporate
organization and business decision-making activities. The regulated utility segment operations are
conducted by the parent company and by EasternNC. The non-utility activities segment operations
are comprised of our equity method investments in joint ventures.
Operations of the regulated utility segment are reflected in operating income in the condensed
consolidated statements of operations. Operations of the non-utility activities segment are
included in the Other Income (Expense) section of the condensed consolidated statements of
operations in Income from equity method investments and Non-operating income.
We evaluate the performance of the regulated utility segment based on margin, operations and
maintenance expenses and operating income. We evaluate the performance of the non-utility
activities segment based on earnings from the ventures and the return on our investments in the
ventures. The basis of segmentation and the basis of the measurement of segment profit or loss are
the same as reported in the consolidated financial statements for the year ended October 31, 2004.
Operations by segment for the three, nine and twelve months ended July 31, 2005 and 2004, are
presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulated |
|
|
Non-utility |
|
|
|
|
|
|
Utility |
|
|
Activities |
|
|
Total |
|
In thousands |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Three Months Ended July 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external
customers |
|
$ |
232,912 |
|
|
$ |
214,750 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
232,912 |
|
|
$ |
214,750 |
|
Margin |
|
|
76,616 |
|
|
|
69,728 |
|
|
|
|
|
|
|
|
|
|
|
76,616 |
|
|
|
69,728 |
|
Operations and maintenance
expenses |
|
|
50,218 |
|
|
|
47,803 |
|
|
|
56 |
|
|
|
32 |
|
|
|
50,274 |
|
|
|
47,835 |
|
Operating income (loss) |
|
|
(2,785 |
) |
|
|
(5,935 |
) |
|
|
(135 |
) |
|
|
(83 |
) |
|
|
(2,920 |
) |
|
|
(6,018 |
) |
Income from equity method
investments |
|
|
|
|
|
|
|
|
|
|
4,077 |
|
|
|
3,995 |
|
|
|
4,077 |
|
|
|
3,995 |
|
Income (loss) before income
taxes
and minority interest |
|
|
(11,206 |
) |
|
|
(17,362 |
) |
|
|
3,834 |
|
|
|
4,089 |
|
|
|
(7,372 |
) |
|
|
(13,273 |
) |
Equity method investments in
non-utility activities |
|
|
|
|
|
|
|
|
|
|
68,366 |
|
|
|
64,864 |
|
|
|
68,366 |
|
|
|
64,864 |
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulated |
|
|
Non-utility |
|
|
|
|
|
|
Utility |
|
|
Activities |
|
|
Total |
|
In thousands |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Nine Months Ended July 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external
customers |
|
$ |
1,421,503 |
|
|
$ |
1,315,933 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,421,503 |
|
|
$ |
1,315,933 |
|
Margin |
|
|
419,893 |
|
|
|
412,063 |
|
|
|
|
|
|
|
|
|
|
|
419,893 |
|
|
|
412,063 |
|
Operations and maintenance
expenses |
|
|
152,795 |
|
|
|
148,014 |
|
|
|
211 |
|
|
|
119 |
|
|
|
153,006 |
|
|
|
148,133 |
|
Operating income (loss) |
|
|
180,405 |
|
|
|
182,103 |
|
|
|
(394 |
) |
|
|
(180 |
) |
|
|
180,011 |
|
|
|
181,923 |
|
Income from equity method
investments |
|
|
|
|
|
|
|
|
|
|
24,537 |
|
|
|
25,375 |
|
|
|
24,537 |
|
|
|
25,375 |
|
Income before income taxes
and minority interest |
|
|
150,172 |
|
|
|
147,695 |
|
|
|
25,425 |
|
|
|
30,380 |
|
|
|
175,597 |
|
|
|
178,075 |
|
Equity method investments in
non-utility activities |
|
|
|
|
|
|
|
|
|
|
68,366 |
|
|
|
64,864 |
|
|
|
68,366 |
|
|
|
64,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended July 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external
customers |
|
$ |
1,635,308 |
|
|
$ |
1,495,357 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,635,308 |
|
|
$ |
1,495,357 |
|
Margin |
|
|
496,198 |
|
|
|
473,935 |
|
|
|
|
|
|
|
|
|
|
|
496,198 |
|
|
|
473,935 |
|
Operations and maintenance
expenses |
|
|
205,063 |
|
|
|
186,054 |
|
|
|
265 |
|
|
|
174 |
|
|
|
205,328 |
|
|
|
186,228 |
|
Operating income (loss) |
|
|
177,101 |
|
|
|
183,035 |
|
|
|
(448 |
) |
|
|
(285 |
) |
|
|
176,653 |
|
|
|
182,750 |
|
Income from equity method
investments |
|
|
|
|
|
|
|
|
|
|
26,543 |
|
|
|
27,256 |
|
|
|
26,543 |
|
|
|
27,256 |
|
Income before income taxes
and minority interest |
|
|
127,522 |
|
|
|
139,138 |
|
|
|
27,284 |
|
|
|
32,098 |
|
|
|
154,806 |
|
|
|
171,236 |
|
Equity method investments in
non-utility activities |
|
|
|
|
|
|
|
|
|
|
68,366 |
|
|
|
64,864 |
|
|
|
68,366 |
|
|
|
64,864 |
|
Reconciliations to the condensed consolidated statements of operations for the three, nine and
twelve months ended July 31, 2005 and 2004, are presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
Twelve Months |
|
In thousands |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Operating Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating
income (loss) |
|
$ |
(2,920 |
) |
|
$ |
(6,018 |
) |
|
$ |
180,011 |
|
|
$ |
181,923 |
|
|
$ |
176,653 |
|
|
$ |
182,750 |
|
Utility income taxes |
|
|
5,769 |
|
|
|
7,400 |
|
|
|
(57,588 |
) |
|
|
(57,385 |
) |
|
|
(51,582 |
) |
|
|
(53,535 |
) |
Non-utility activities |
|
|
135 |
|
|
|
83 |
|
|
|
394 |
|
|
|
180 |
|
|
|
448 |
|
|
|
285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
2,984 |
|
|
$ |
1,465 |
|
|
$ |
122,817 |
|
|
$ |
124,718 |
|
|
$ |
125,519 |
|
|
$ |
129,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before
income taxes and
minority interest for
reportable segments |
|
$ |
(7,372 |
) |
|
$ |
(13,273 |
) |
|
$ |
175,597 |
|
|
$ |
178,075 |
|
|
$ |
154,806 |
|
|
$ |
171,236 |
|
Income taxes |
|
|
3,008 |
|
|
|
5,141 |
|
|
|
(69,053 |
) |
|
|
(70,281 |
) |
|
|
(60,819 |
) |
|
|
(67,580 |
) |
Less minority interest
income |
|
|
302 |
|
|
|
25 |
|
|
|
301 |
|
|
|
70 |
|
|
|
280 |
|
|
|
889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(4,666 |
) |
|
$ |
(8,157 |
) |
|
$ |
106,243 |
|
|
$ |
107,724 |
|
|
$ |
93,707 |
|
|
$ |
102,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
8. The condensed consolidated financial statements include the accounts of wholly owned
subsidiaries whose investments in joint venture, energy-related businesses are accounted for under
the equity method. Our ownership interest in each business is recorded in Equity method
investments in non-utility activities in the condensed consolidated balance sheets. Earnings or
losses from equity method investments are recorded in Income from equity method investments in
Other Income (Expense) in the condensed consolidated statements of operations.
As of July 31, 2005, the amount of retained earnings that represented undistributed earnings of
equity method investments was $25.5 million.
We own 21.48% of the membership interests in Cardinal Pipeline Company, L.L.C., a North Carolina
limited liability company. Cardinal owns and operates an intrastate natural gas pipeline in North
Carolina and is regulated by the North Carolina Utilities Commission (NCUC).
We have related party transactions as a transportation customer of Cardinal and we record in cost
of gas the transportation costs charged by Cardinal. These costs for the three, nine and twelve
months ended July 31, 2005 and 2004, are presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
Twelve Months |
|
In thousands |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Transportation Costs |
|
$ |
1,181 |
|
|
$ |
1,181 |
|
|
$ |
3,504 |
|
|
$ |
3,520 |
|
|
$ |
4,684 |
|
|
$ |
4,125 |
|
As of July 31, 2005 and 2004, we owed Cardinal $.4 million.
Summarized financial information provided to us by Cardinal for 100% of Cardinal as of and for the
three and nine months ended June 30, 2005 and 2004, is presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
In thousands |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Revenues |
|
$ |
3,870 |
|
|
$ |
3,870 |
|
|
$ |
11,612 |
|
|
$ |
11,654 |
|
Gross profit |
|
|
3,870 |
|
|
|
3,870 |
|
|
|
11,612 |
|
|
|
11,654 |
|
Income before income taxes |
|
|
2,124 |
|
|
|
1,828 |
|
|
|
6,167 |
|
|
|
5,913 |
|
Total assets |
|
|
96,360 |
|
|
|
99,897 |
|
|
|
96,360 |
|
|
|
99,897 |
|
We own 40.0587% of the membership interests in Pine Needle LNG Company, L.L.C., a North Carolina
limited liability company. Pine Needle owns an interstate liquefied natural gas (LNG) storage
facility in North Carolina and is regulated by the Federal Energy Regulatory Commission (FERC).
We have related party transactions as a customer of Pine Needle and we record in cost of gas the
storage costs charged by Pine Needle. These costs for the three, nine and twelve months ended July
31, 2005 and 2004, are presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
Twelve Months |
|
In thousands |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Storage Costs |
|
$ |
3,162 |
|
|
$ |
3,100 |
|
|
$ |
9,276 |
|
|
$ |
9,170 |
|
|
$ |
12,377 |
|
|
$ |
11,913 |
|
10
As of July 31, 2005 and 2004, we owed Pine Needle $1.1 million and $1 million, respectively.
Summarized financial information provided to us by Pine Needle for 100% of Pine Needle as of and
for the three and nine months ended June 30, 2005 and 2004, is presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
In thousands |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Revenues |
|
$ |
5,380 |
|
|
$ |
5,177 |
|
|
$ |
15,172 |
|
|
$ |
14,700 |
|
Gross profit |
|
|
5,380 |
|
|
|
5,177 |
|
|
|
15,172 |
|
|
|
14,700 |
|
Income before income taxes |
|
|
2,364 |
|
|
|
2,272 |
|
|
|
6,958 |
|
|
|
6,910 |
|
Total assets |
|
|
112,815 |
|
|
|
116,236 |
|
|
|
112,815 |
|
|
|
116,236 |
|
We own 30% of the membership interests in SouthStar Energy Services LLC, a Delaware limited
liability company. Under the terms of an amended and restated LLC operating agreement effective
January 1, 2004, earnings and losses are allocated 25% to us and 75% to the other member.
SouthStar sells natural gas to residential, commercial and industrial customers in the southeastern
United States; however, SouthStar conducts most of its business in the unregulated retail gas
market in Georgia.
We have related party transactions as SouthStar purchases wholesale gas supplies from us.
Operating revenues from these sales for the three, nine and twelve months ended July 31, 2005 and
2004, are presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
Twelve Months |
|
In thousands |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Operating Revenues |
|
$ |
2,261 |
|
|
$ |
1,100 |
|
|
$ |
8,271 |
|
|
$ |
1,246 |
|
|
$ |
9,691 |
|
|
$ |
1,246 |
|
As of July 31, 2005 and 2004, SouthStar owed us $.7 million and $.4 million, respectively.
Summarized financial information provided to us by SouthStar for 100% of SouthStar as of and for
the three and nine months ended June 30, 2005 and 2004, is provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
In thousands |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Revenues |
|
$ |
160,246 |
|
|
$ |
148,381 |
|
|
$ |
718,796 |
|
|
$ |
662,784 |
|
Gross profit |
|
|
23,593 |
|
|
|
23,618 |
|
|
|
124,838 |
|
|
|
105,772 |
|
Income before income taxes |
|
|
10,411 |
|
|
|
10,528 |
|
|
|
81,567 |
|
|
|
69,788 |
|
Total assets |
|
|
168,532 |
|
|
|
162,506 |
|
|
|
168,532 |
|
|
|
162,506 |
|
9. We purchase natural gas for our regulated operations for resale under tariffs approved by the
state regulatory commissions having jurisdiction over the service area where the customer is
located. We recover the cost of gas purchased for regulated operations through purchased gas cost
recovery mechanisms. We structure the pricing, quantity and term provisions of our gas supply
contracts to maximize flexibility and minimize cost and risk for our customers. Our risk
management policies allow us to use financial instruments for trading purposes and to hedge risks,
but not for speculative trading. We have a management-level Energy Risk Management Committee that monitors risks in accordance with our risk management policies.
We purchase and sell financial options for natural gas in all three states for our gas purchase
portfolios.
11
Because the gains or losses of financial derivatives under the North Carolina and
South Carolina hedging plans utilized in the regulated utility segment are recovered through our
rates, subject to regulatory commission review, current period changes in the assets and
liabilities from these risk management activities are recorded as a component of gas costs in
amounts due customers in accordance with Statement 71. Accordingly, there is no earnings impact to
the regulated utility segment as a result of the use of these financial derivatives. In Tennessee,
the cost of the options and all other gas costs incurred are components of and are recovered under
the guidelines of the Tennessee Incentive Plan approved by the Tennessee Regulatory Authority
(TRA). As of July 31, 2005 and October 31, 2004, the total fair value of options included in the
condensed consolidated balance sheets was $9.6 million and $13.2 million, respectively.
10. In connection with the sale in January 2004 of our propane interests, we received 37,244 common
units of Energy Transfer Partners, LP, which were recorded at market value in Marketable
securities in the condensed consolidated balance sheets. During the three months ended April 30,
2005, we sold these units for $2.4 million and recorded a pre-tax gain of $1.5 million in the
condensed consolidated statements of operations for the nine and twelve months ended July 31, 2005.
11. Prepayments decreased from $38.7 million as of October 31, 2004, to $27.2 million as of July
31, 2005, primarily due to a decrease in prepaid gas costs. Under asset management agreements,
prepaid gas costs during the summer months represent purchases of gas that is not available for
sale, and therefore not recorded in inventory, until November 1, the beginning of the winter
period.
12. Notes payable decreased from $109.5 million as of October 31, 2004, to $84 million as of July
31, 2005, as cash flows during the period resulted in lower outstanding borrowings under our
short-term lines of credit as of July 31, 2005.
13. In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 153,
Exchanges of Nonmonetary Assets (Statement 153). The provisions of Statement 153 are effective
for nonmonetary asset exchanges that occur in our fiscal quarter beginning August 1, 2005. We
believe the adoption of Statement 153 will not have a material effect on our financial position or
results of operations.
In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment (Statement 123R).
Statement 123R requires entities to adopt the fair value method of accounting for stock-based
plans. The fair value method would require the amortization of the fair value of stock-based
compensation as determined at the date of grant over the related vesting period. Under Statement
123R, most employee stock purchase plans that offer a discount of greater than 5% will be
considered compensatory. Statement 123R is effective for us in our fiscal quarter beginning
November 1, 2005. We intend to amend our employee stock purchase plan to lower the discount rate
from 10% to 5%.
In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement
Obligations (FIN 47) to clarify the term conditional asset retirement as used in SFAS 143,
Accounting for Asset Retirement Obligations. FIN 47 requires that a liability be recognized for
the fair value of a conditional asset retirement obligation when incurred, if the fair value of the
liability can be reasonably estimated. Uncertainty about the timing or method of settlement of a
conditional asset retirement obligation would be factored into the measurement of the liability
when sufficient information exists. This interpretation is effective no later than the end of
fiscal years ending after December 15, 2005. Accordingly, we will adopt FIN 47 no later than our
fourth fiscal quarter in 2006. We are currently assessing the impact FIN 47 may have on our
balance sheet; however, we believe the adoption of FIN 47 will not have a material impact on our
results of operations or cash flows.
In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (Statement
154),
12
a replacement of Accounting Principles Board (APB) Opinion No. 20 and SFAS No. 3. Statement
154 applies to all voluntary changes in accounting principle and changes the requirements for
accounting for and reporting of a change in accounting principle. Retrospective application to
prior periods financial statements of the change in accounting principle is required unless it is
impracticable. Statement 154 is effective for fiscal years beginning after December 15, 2005, with
earlier application permitted in fiscal years beginning after June 1, 2005.
In July 2005, the FASB issued FASB Staff Position APB 18-1, Accounting by an Investor for Its
Proportionate Share of Accumulated Other Comprehensive Income of an Investee Accounted for under
the Equity Method in Accordance with APB Opinion No. 18 upon a Loss of Significant Influence (FSP
APB 18-1). The provisions of FSP APB 18-1 are effective in our fiscal quarter beginning August 1,
2005. We believe the adoption of FSP APB 18-1 will not have a material effect on our financial
position or results of operations.
14. On May 12, 2005, we sold our corporate office building located in Charlotte, North Carolina,
for $6.7 million, net of a real estate commission of $226,000 paid to a commercial real estate
company affiliated with a member of our Board of Directors. Under the terms of the purchase and
sale agreement, we have leased back the building while our new office space, which is expected to
be ready for occupancy in November 2005, is under construction. The total amount of rent for the
rental period is estimated to be $.6 million. In accordance with utility plant accounting, we
recorded the disposition of the land as a pre-tax gain of $1.7 million in Other Income (Expense)
in the condensed consolidated statements of operations and a loss of $1.8 million on the
disposition of the building as a charge to Accumulated Depreciation in the condensed consolidated
balance sheets, based on the sales price allocation from an independent third party.
15. We
have reclassified certain information in the condensed consolidated
statements of cash flows for the three, nine and twelve months ended
July 31, 2004, to conform with the 2005 presentation. Such
reclassifications from operating cash flow to investing cash flow
outflow consist primarily of restricted cash ($5.8 million for
the three and nine months and $5.9 million for the twelve months
ended July 31, 2004) and the change in EasternNCs capital
bond fund receivable ($4.9 million, $5.9 million and
$8.5 million for the three, nine and twelve months ended
July 31, 2004, respectively).
Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
Overview
Piedmont Natural Gas Company is an energy services company primarily engaged in the distribution of
natural gas to residential, commercial and industrial customers in portions of North Carolina,
South Carolina and Tennessee. We also have equity method investments in joint venture,
energy-related businesses. Our operations are comprised of two business segments.
The regulated utility segment is the largest segment of our business with approximately 97% of our
consolidated assets. This segment is regulated by three state regulatory commissions that approve
rates and tariffs that are designed to give us the opportunity to generate revenues to cover our
gas and non-gas costs and to earn a fair rate of return for our shareholders. Factors critical to
the success of the regulated utility include a safe, reliable natural gas distribution system and
the ability to recover the costs and expenses of the business in rates charged to customers.
The non-utility activities segment consists of our equity method investments in joint venture,
energy-related businesses that are involved in unregulated retail natural gas marketing, interstate
natural gas storage and intrastate natural gas transportation. We invest in joint ventures that
are aligned with our business strategies to complement or supplement income from utility
operations. We continually monitor performance and rates of return of these ventures against
expectations.
Weather conditions directly influence the volumes of natural gas delivered by the regulated
utility. Significant portions of our revenues are generated during the winter season. During warm winters or unevenly
cold winters, heating customers may significantly reduce their consumption of natural gas.
Although we have weather normalization adjustment mechanisms (WNA) that are designed to protect a
portion of our revenues
13
against warmer-than-normal weather, deviations from normal weather can
affect our financial performance and liquidity. The WNA also serves to offset the impact of
colder-than-normal weather by reducing the amounts we can charge our customers.
In the past few years, there have been significant increases in the wholesale cost of natural gas.
The relationship between supply and demand has the greatest impact on wholesale gas prices.
Although we believe there are sufficient supplies of natural gas to meet our customers needs,
price increases could shift our customers preference away from natural gas and toward competing
energy sources, particularly in the industrial market. Price increases could also affect the
consumption levels of our customers or make it more difficult for them to pay their bills. We
expect that the wholesale price of natural gas will remain high and volatile until natural gas
supply and demand are better balanced.
On August 8, 2005, President Bush signed into law the Energy Policy Act of 2005, the first major
energy legislation passed by Congress in 13 years. We believe this legislation is the first step
towards addressing our nations energy issues. Key provisions of the Act include:
|
|
|
Encouraging the development of additional supplies by: |
|
o |
|
streamlining the permitting process, |
|
|
o |
|
increasing royalty incentives for Outer Continental Shelf (OCS) production, |
|
|
o |
|
authorizing an inventory of the OCS reserves by the Department of the Interior and |
|
|
o |
|
encouraging capital spending by recognizing shorter depreciation periods. |
|
|
|
Promoting energy efficiencies and conservation by: |
|
o |
|
providing tax incentives to homeowners, contractors and businesses and |
|
|
o |
|
encouraging and promoting power generation from energy sources other than natural gas. |
It is too early to identify the impact of this legislation on us.
Although we have been operating in a relatively low-interest-rate environment for both short- and
long-term debt financing during the past few years, the Federal Reserve recently increased the
federal funds rate to 3.5%, the highest level in nearly four years. This change could result in an
increase in rates on our short-term borrowings. A rise in interest rates could negatively affect
our earnings. The level of our short-term borrowings can vary significantly due to changes in the
wholesale prices of natural gas that could subject us to short-term interest rate risks.
Part of our strategic plan is to effectively manage our gas distribution operations through
innovative rate and regulatory initiatives, with a continuing focus on controlling operating costs
and implementing new technologies to achieve this end. We are working to enhance the value and
growth of our utility assets by good management of capital spending, both for improvements for
current customers and the pursuit of customer growth opportunities in our service areas. We strive
for excellent customer service by investing in systems, processes and people. We will continue to
work with our state regulators to maintain fair rates of return and balance the interests of our
customers and shareholders.
Our strategic plan includes a focus on maintaining a debt-to-capitalization ratio within a range of
45 to 50%. We will continue to stress the importance of maintaining a strong balance sheet and
investment-grade credit ratings to support our operating and investment needs. We continuously
monitor our level of short-term borrowings to secure short-term bank lines that meet our short-term
operating needs.
Results of Operations
We will discuss the results of operations for the three, nine and twelve months ended July 31,
2005, compared
14
with similar periods in 2004. Operating results for the three months ended July 31,
2005 and 2004, the nine months ended July 31, 2005 and 2004, and the twelve months ended July 31,
2005, reflect the full effect of the acquisitions of NCNG and an equity interest in EasternNC on
September 30, 2003.
Our regulatory commissions approve rates and tariffs that are designed to give us the opportunity
to generate revenues to cover our gas and non-gas costs and to earn a fair rate of return for our
shareholders. We have a WNA in all three states that partially offsets the impact of unusually
cold or warm weather on bills rendered during the months of November through March for
weather-sensitive customers. In North Carolina and Tennessee, adjustments are made directly to the
customers bill. In South Carolina, the adjustments are calculated at the individual customer
level and recorded in a deferred account (regulatory asset or liability) for subsequent collection
from or refund to all customers in the class. The WNA formula calculates the actual weather
variance from normal, using 30 years of history, which results in an increase in revenues when
weather is warmer than normal and a decrease in revenues when weather is colder than normal. The
gas cost portion of our costs is recoverable through purchased gas adjustment (PGA) procedures and
is not affected by the WNA.
Operating Revenues
Operating revenues were $232.9 million and $214.7 million for the three months ended July 31, 2005
and 2004, respectively. Operating revenues in 2005 increased $18.2 million compared with the
similar prior period primarily due to the following increases.
|
|
|
$9.4 million from increased commodity gas costs passed through to customers. |
|
|
|
|
$7.5 million from secondary market transactions. Secondary market transactions consist
of off-system sales and capacity release arrangements. |
|
|
|
|
$2.4 million in non-volumetric amounts billed to customers under tariffs and contract
provisions. |
These increases were partially offset by a decrease of $2.7 million due to a decrease in volumes
delivered of .8 million dekatherms.
Operating revenues were $1,421.5 million and $1,315.9 million for the nine months ended July 31,
2005 and 2004, respectively. Operating revenues in 2005 increased $105.6 million compared with the
similar prior period primarily due to the following increases.
|
|
|
$94 million from increased commodity gas costs passed through to customers. |
|
|
|
|
$7.4 million from the WNA due to surcharges to customers of $7.2 million in 2005
compared with credits of $.2 million in 2004. Weather for the nine months ended July 31,
2005, was 4% warmer than normal compared with normal for the same period in 2004. |
|
|
|
|
$14 million from secondary market transactions. |
These increases were partially offset by a decrease of $6.4 million due to a decrease in volumes
delivered of 1 million dekatherms.
Operating revenues were $1,635.3 million and $1,495.4 million for the twelve months ended July 31,
2005 and 2004, respectively. Operating revenues in 2005 increased $139.9 million compared with the
similar prior period primarily due to the following increases.
|
|
|
$52.5 million from increased commodity gas costs passed through to customers. |
|
|
|
|
$46.7 million from an increase in volumes delivered of 7.8 million dekatherms primarily
from NCNG and EasternNC, which included twelve months activity for 2005 and only ten months
activity for 2004. |
15
|
|
|
$32.3 million from secondary market transactions. |
|
|
|
|
$9.1 million from the WNA due to surcharges to customers of $9.5 million in 2005
compared with surcharges of $.4 million in 2004. Weather for the twelve months ended July
31, 2005, was 7 % warmer than normal compared with normal for the same period in 2004. |
Cost of Gas
Cost of gas was $156.3 million and $145 million for the three months ended July 31, 2005 and 2004,
respectively. Cost of gas in 2005 increased $11.3 million compared with the similar prior period
primarily due to the following increases.
|
|
|
$9.4 million from increased commodity gas costs. |
|
|
|
|
$6.2 million from secondary market transactions. |
These increases were partially offset by a decrease of $2 million due to a decrease in volumes
delivered.
Cost of gas was $1,001.6 million and $903.9 million for the nine months ended July 31, 2005 and
2004, respectively. Cost of gas in 2005 increased $97.7 million compared with the similar prior
period primarily due to the following increases.
|
|
|
$94 million from increased commodity gas costs. |
|
|
|
|
$13 million from secondary market transactions. |
These increases were partially offset by a decrease of $4.7 million due to a decrease in volumes
delivered.
Cost of gas was $1,139.1 million and $1,021.4 million for the twelve months ended July 31, 2005 and
2004, respectively. Cost of gas in 2005 increased $117.7 million compared with the similar prior
period primarily due to the following increases.
|
|
|
$52.5 million from increased commodity gas costs. |
|
|
|
|
$32.8 million from an increase in volumes delivered of 7.8 million dekatherms primarily
from NCNG and EasternNC. |
|
|
|
|
$30 million from secondary market transactions. |
Under PGA procedures in all three states, we revise rates periodically without formal rate
proceedings to reflect changes in the wholesale cost of gas. Charges to cost of gas are based on
the amount recoverable under approved rate schedules. The net of any over- or under-recoveries of
gas costs are added to or deducted from cost of gas and included in Amounts due from customers or
Amounts due to customers in the condensed consolidated balance sheets.
In North Carolina and South Carolina, recoveries of gas costs are subject to annual gas cost
recovery proceedings to determine the prudence of our gas purchases. We have been found prudent in
all such past proceedings.
Margin
Margin was $76.6 million and $69.7 million for the three months ended July 31, 2005 and 2004,
respectively.
Margin in 2005 increased $6.9 million compared with the similar prior period primarily due to
increased consumption in the residential, commercial and industrial customer classes because of
colder weather in May 2005 and increases in the large-volume market and the secondary market.
16
Margin was $419.9 million and $412 million for the nine months ended July 31, 2005 and 2004,
respectively. Margin in 2005 increased $7.9 million compared with the similar prior period
primarily due to growth in the residential and commercial customer base, partially offset by
decreased consumption because of warmer weather and continued customer conservation.
Margin was $496.2 million and $474 million for the twelve months ended July 31, 2005 and 2004,
respectively. Margin in 2005 increased $22.2 million compared with the similar prior period
primarily from NCNG and EasternNC operations and growth in the residential and commercial customer
base, partially offset by decreased consumption because of warmer weather and continued customer
conservation.
Operations and Maintenance Expenses
Operations and maintenance expenses were $50.2 million and $47.8 million for the three months ended
July 31, 2005 and 2004, respectively. Operations and maintenance expenses in 2005 increased $2.4
million compared with the similar prior period due to the following increases.
|
|
|
$1.4 million in employee benefits expense primarily due to pension and postretirement
health care and health insurance costs. |
|
|
|
|
$.9 million in payroll costs due to an increase in the accrued long-term incentive plan
liability to reflect a higher stock price on which the accrual is based and an additional
award effective November 1, 2004. |
|
|
|
|
$.7 million in the provision for uncollectibles. |
Operations and maintenance expenses were $152.8 million and $148 million for the nine months ended
July 31, 2005 and 2004, respectively. Operations and maintenance expenses in 2005 increased $4.8
million compared with the similar prior period due to the following increases.
|
|
|
$1.1 million in payroll costs due to an increase in the accrued vacation pay liability
resulting in part to increased vacation benefits effective January 1, 2005. |
|
|
|
|
$2.8 million in employee benefits expense primarily due to pension and postretirement
health care and health insurance costs. |
|
|
|
|
$1.7 million in payroll costs due to an increase in the accrued long-term incentive plan
liability to reflect a higher stock price on which the accrual is based and an additional
award effective November 1, 2004. |
|
|
|
|
$.9 million in utilities primarily due to increased telecommunications costs. |
|
|
|
|
$.7 million in outside labor primarily due to costs of data-center sourcing. |
These increases were partially offset by the following decreases.
|
|
|
$.8 million in the provision for uncollectibles primarily due to improved collection
results, including recoveries of previously written-off accounts. |
|
|
|
|
$1 million in other corporate expense due primarily to lower bank fees, lower
shareholder expenses, sales tax expense and deferral of Nashville franchise fee that was
expensed in an earlier period. |
Operations and maintenance expenses were $205.1 million and $186.1 million for the twelve months
ended July 31, 2005 and 2004, respectively. Operations and maintenance expenses in 2005 increased
$19 million compared with the similar prior period primarily due to the following increases.
|
|
|
$6.3 million in payroll costs primarily due to accruals for the long-term and short-term
incentive plans, merit pay increases and the inclusion of NCNG employees for twelve months
in the 2005 period compared with only ten months in the 2004 period. |
17
|
|
|
$2.9 million in outside labor primarily due to NCNG operations, costs of data-center
sourcing and the deferral to a regulatory asset in the prior period which reversed certain
NCNG integration costs that were expensed in an earlier period. |
|
|
|
|
$2.6 million in employee benefits expense primarily due to pension and postretirement
health care and health insurance costs. |
|
|
|
|
$2.3 million due to accrual of the projected benefit obligation for a retirement plan
for certain current and former members of the Board of Directors. |
|
|
|
|
$2.1 million in other corporate expenses primarily due to amortization of NCNG
integration costs and the deferral in 2003 to a regulatory asset of EasternNCs operations
and maintenance costs that had been expensed prior to September 30, 2003. |
|
|
|
|
$1.4 million in consulting fees primarily due to the deferral to a regulatory asset in
the prior period of certain NCNG integration costs. |
|
|
|
|
$1.3 million in utilities primarily due to increased telecommunications costs. |
|
|
|
|
$.7 million in transportation expenses primarily due to an increase in fuel costs and
the inclusion of NCNG for twelve months in the 2005 period compared with only ten months in
the 2004 period. |
|
|
|
|
$.7 million in payroll costs due to an increase in the accrued vacation pay liability
resulting in part to increased vacation benefits effective January 1, 2005. |
These increases were partially offset by a decrease in the provision for uncollectibles of $2.9
million, primarily due to improved collection results, including recoveries of previously
written-off accounts.
Depreciation
Depreciation expense was $21.5 million and $20.9 million for the three months ended July 31, 2005
and 2004, respectively, $63.3 million and $61.5 million for the nine months ended July 31, 2005 and
2004, respectively, and $84 million and $78.8 million for the twelve months ended July 31, 2005 and
2004, respectively. Depreciation expense for the current periods increased over similar prior
periods primarily due to increases in plant in service, including a full twelve months of
depreciation expense on plant acquired from NCNG for the 2005 period compared with ten months for
the similar 2004 period. Due to the continued growth in our service areas and the related capital
expansion, we anticipate that depreciation expense will continue to increase.
General Taxes
General taxes were $7.7 million and $7 million for the three months ended July 31, 2005 and 2004,
respectively. General taxes in 2005 increased $.7 million compared with the similar prior period
primarily due to the following increases.
|
|
|
$.3 million in payroll taxes. |
|
|
|
|
$.2 million in property taxes based on increases in tax rates and assessed valuations. |
General taxes were $23.4 million and $20.4 million for the nine months ended July 31, 2005 and
2004, respectively. General taxes in 2005 increased $3 million compared with the similar prior
period primarily due to the following increases.
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$1.8 million in Tennessee property taxes as the expense in 2004 reflected the impact of
a favorable court ruling that reduced assessed property values and the estimated tax accruals for prior periods. |
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$.6 million in payroll taxes. |
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$.3 million in property taxes. |
18
General taxes were $30 million and $26 million for the twelve months ended July 31, 2005 and 2004,
respectively. General taxes increased $4 million compared with the similar prior period primarily
due to the following increases.
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$1.8 million in Tennessee property taxes noted above. |
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$1.2 million in other property taxes, including $.5 million from NCNG operations. |
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$.7 million in payroll taxes. |
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$.3 million in Tennessee gross receipts taxes. |
Other Income (Expense)
Income from equity method investments was $4.1 million and $4 million for the three months ended
July 31, 2005 and 2004, respectively.
Income from equity method investments was $24.5 million and $25.4 million for the nine months ended
July 31, 2005 and 2004, respectively. Income from equity method investments decreased $.9 million
compared with the similar prior period primarily due to the absence of earnings from propane
activities due to the sale of our propane interests in January 2004, partially offset by an
increase in earnings from SouthStar of $1.2 million.
Income from equity method investments was $26.5 million and $27.3 million for the twelve months
ended July 31, 2005 and 2004, respectively. Income from equity method investments in 2005
decreased $.8 million compared with the similar prior period primarily due to the absence of
earnings from propane activities, partially offset by increases in earnings from SouthStar of $.6
million, Cardinal of $.2 million and Pine Needle of $.2 million.
The gain on sale of equity method investments resulted from the sale of our propane
interests in January 2004.
The gain on sale of marketable securities resulted from the sale in February 2005 of 37,244 common
units of Energy Transfer Partners, L.P., which we acquired in connection with the sale of our
propane interests. Total proceeds from the sale were $2.4 million and resulted in a pre-tax gain
of $1.5 million.
The equity portion of the allowance for funds used during construction (AFUDC) for the three, nine
and twelve months ended July 31, 2005, decreased slightly compared with similar prior periods.
AFUDC is allocated between equity and debt based on the ratio of construction work in progress to
average short-term borrowings.
Non-operating income is comprised of non-regulated merchandising and service work, subsidiary
operations, interest income and other miscellaneous income. Non-operating income in the 2005
periods includes a pre-tax gain on the sale of the corporate office land of $1.7 million. For
further information on the sale, see Note 14 to the condensed consolidated financial statements.
All other non-operating income and fluctuations in non-operating income are not significant.
Charitable contributions for the twelve months ended July 31, 2005, increased $7.6 million compared
with the similar prior period primarily due to the initial funding of $7 million to the Piedmont
Natural Gas Foundation established in October 2004.
Utility Interest Charges
19
Utility interest charges were $11.1 million and $12.7 million for the three months ended July 31,
2005 and 2004, respectively. Utility interest charges in 2005 decreased $1.6 million compared with
the similar prior period primarily due to the following decreases.
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$.9 million in interest on amounts due to/from customers due to higher average net
receivables in the current period compared with the similar prior period. |
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$.8 million due to interest incurred in the 2004 period in connection with the audit of
our federal income tax return for the year ended October 31, 2001. |
Utility interest charges were $34.1 million and $36.2 million for the nine months ended July 31,
2005 and 2004, respectively. Utility interest charges in 2005 decreased $2.1 million compared with
the similar prior period primarily due to the following decreases.
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|
$2.4 million in interest on amounts due to/from customers due to higher average net
receivables in the current period compared with the similar prior period. |
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|
$.9 million in interest on short-term debt due to the repayment of the commercial paper
program in December 2003 that we utilized to temporarily finance the NCNG acquisition. |
|
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$.8 million in interest in connection with the audit of our federal income tax return. |
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$.6 million due to an increase in AFUDC allocated to debt. |
These decreases were partially offset by the following increases.
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$1.2 million in interest on long-term debt due to higher balances outstanding as a
result of the permanent financing of the NCNG acquisition. |
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$.9 million in interest on short-term debt due to higher amounts of debt outstanding at
higher interest rates. |
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$.4 million in interest on the North Carolina allocated portion of current deferred
income taxes for revenues and gas cost items as required by the NCUC. |
Utility interest charges were $45.6 million and $46.5 million for the twelve months ended July 31,
2005 and 2004, respectively. Utility interest charges in 2005 decreased $.9 million compared with
the similar prior period primarily due to the following decreases.
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$.8 million in interest in connection with the audit of our federal income tax return. |
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$3.1 million in interest on amounts due to/from customers due to higher average net
receivables in the current period compared with the similar prior period. |
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$1.9 million in interest on short-term debt due to the repayment of commercial paper in
December 2003. |
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$.8 million due to an increase in AFUDC allocated to debt. |
These decreases were partially offset by the following increases.
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$3.8 million in interest on long-term debt due to higher balances outstanding, including
amounts due to the permanent financing of the NCNG acquisition. |
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$1 million in interest on short-term debt due to higher amounts of debt outstanding at
higher interest rates. |
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$.5 million in interest on the North Carolina allocated portion of current deferred
income taxes for revenues and gas cost items. |
20
Our Business
Piedmont Natural Gas Company, Inc., which began operations in 1951, is an energy services company
primarily engaged in the distribution of natural gas to 960,000 residential, commercial and
industrial customers in portions of North Carolina, South Carolina and Tennessee, including 60,000
customers served by municipalities who are our wholesale customers. We are invested in joint
venture, energy-related businesses, including unregulated retail natural gas marketing, interstate
natural gas storage, intrastate natural gas transportation and regulated natural gas distribution.
We also sell residential and commercial gas appliances in Tennessee.
Effective at the close of business on September 30, 2003, we purchased 100% of the common stock of
NCNG from Progress Energy, Inc. (Progress), for $417.5 million in cash plus $32.4 million for
estimated working capital. We paid an additional $.3 million for actual working capital in the
second quarter ended April 30, 2004. At the time of the acquisition, NCNG, a regulated natural gas
distribution company, served 176,000 customers in eastern North Carolina, including 57,000
customers served by four municipalities who were wholesale customers of NCNG. NCNG was merged into
Piedmont immediately following the closing.
We also purchased for $7.5 million in cash Progress equity interest in EasternNC. EasternNC is a
regulated utility that has a certificate of public convenience and necessity from the NCUC to
provide natural gas service to 14 counties in eastern North Carolina that previously were not
served with natural gas. Progress equity interest in EasternNC consisted of 50% of EasternNCs
outstanding common stock and 100% of EasternNCs outstanding preferred stock.
We have two reportable business segments, regulated utility and non-utility activities. For
further information on business segments, see Note 7 to the condensed consolidated financial
statements.
Our utility operations are regulated by the NCUC, the Public Service Commission of South Carolina
(PSCSC) and the TRA as to rates, service area, adequacy of service, safety standards, extensions
and abandonment of facilities, accounting and depreciation. We are also regulated by the NCUC as
to the issuance of securities. We are also subject to or affected by various federal regulations.
These federal regulations include regulations that are particular to the natural gas industry, such
as regulations of the FERC that affect the availability of and the prices paid for the interstate
transportation of natural gas, regulations of the Department of Transportation that affect the
construction, operation, maintenance, integrity and safety of natural gas distribution systems and
regulations of the Environmental Protection Agency relating to the use and release into the
environment of hazardous wastes. In addition, we are subject to numerous regulations, such as
those relating to employment practices, which are generally applicable to companies doing business
in the United States of America.
In the Carolinas, our service area is comprised of numerous cities, towns and communities including
Anderson, Greenville and Spartanburg in South Carolina and Charlotte, Salisbury, Greensboro,
Winston-Salem, High Point, Burlington, Hickory, Spruce Pine, Reidsville, Fayetteville, New Bern,
Wilmington, Tarboro, Elizabeth City, Rockingham and Goldsboro in North Carolina. In North
Carolina, we also provide wholesale natural gas service to Greenville, Monroe, Rocky Mount and
Wilson. In Tennessee, our service area is the metropolitan area of Nashville, including wholesale
natural gas service to Gallatin and Smyrna.
We continually assess the nature of our business and explore alternatives to traditional utility
regulation. Non-traditional ratemaking initiatives and market-based pricing of products and services provide
additional challenges and opportunities for us. For further information, see Results of
Operations above and Note 9 to the condensed consolidated financial statements.
21
We invest in joint ventures to complement or supplement income from utility operations. If an
opportunity aligns with our overall business strategies, we analyze and evaluate the project with a
major factor being a projected rate of return greater than the returns allowed in our utility
operations, due to the higher risk of such projects. We make only those investments that are
approved by our Board of Directors. We participate in the governance of the venture by having a
management representative on the governing board of the venture. We monitor actual performance and
rates of return against expectations and make periodic reports to the Board. Decisions regarding
exiting joint ventures are based on many factors, including performance results and continued
alignment with our business strategies.
Financial Condition and Liquidity
We believe we have access to adequate resources to meet our needs for working capital, construction
expenditures, debt redemptions and dividend payments. These resources include net cash flows from
operating activities, access to capital markets, cash generated from our investments in joint
ventures and bank lines of credit.
Cash Flows from Operating Activities. The natural gas business is seasonal in nature.
Operating cash flows may fluctuate significantly during the year and from year to year due to such
factors as weather, natural gas prices, collections from customers, natural gas purchases and gas
inventory storage activity. We rely on operating cash flows and short-term bank borrowings to meet
seasonal working capital needs. During our first and second quarters, we generally have positive
cash flows from the sale of flowing gas and gas in storage and the collection of amounts billed to
customers. This cash is used to reduce short-term debt to zero during much of the second and third
quarters. Most of our annual earnings are realized in the winter period, which is the first five
months of our fiscal year. Cash requirements generally increase during the third and fourth
quarters due to increases in natural gas purchases for storage and decreases in receipts from
customers.
Net cash provided by (used in) operating activities was $(33.4) million and $(56.4) million for the
three months ended July 31, 2005 and 2004, respectively, $164.9 million and $200.6 million for the
nine months ended July 31, 2005 and 2004, respectively, and $122 million and $172.9 million for the
twelve months ended July 31, 2005 and 2004, respectively. The primary factor that impacts our cash
flows from operations is weather. Warmer weather can lead to lower total margin from fewer volumes
of natural gas sold or transported. Colder weather can increase volumes sold to weather-sensitive
customers, but may lead to conservation by customers in order to reduce their consumption.
Temperatures above normal can lead to reduced operating cash flows, thereby increasing the need for
short-term borrowings to meet current cash requirements. Volumes of natural gas sold to both
residential and commercial customers are weather-sensitive.
The financial condition of the natural gas marketers and pipelines that supply and deliver natural
gas to our distribution system can increase our exposure to supply and price fluctuations. We
believe our risk exposure to the financial condition of the marketers and pipelines is minimal
based on our receipt of the products and services prior to payment and the availability of other
marketers of natural gas to meet our supply needs if necessary.
The regulated utility faces competition in the residential and commercial customer markets based on
customer preferences for natural gas compared with other energy products, such as electricity and
propane. The most significant product competition is with electricity for space heating, water
heating and cooking. Increases in the price of natural gas can negatively impact our competitive position by decreasing the price
benefits of natural gas to the consumer. This can impact our cash needs if customer growth slows,
resulting in reduced capital expenditures, or if customers conserve, resulting in reduced gas
purchases and customer billings.
22
In the industrial market, many of our customers have the capability of burning a fuel other than
natural gas, fuel oil being the most significant competing energy alternative. Our ability to
maintain industrial market share is largely dependent on price. The relationship between supply
and demand has the greatest impact on the price of natural gas. With the imbalance between
domestic supply and demand, the cost of natural gas from non-domestic sources may play a greater
role in establishing the future market price of natural gas. The price of oil depends upon a
number of factors beyond our control, including the relationship between supply and demand and the
policies of foreign and domestic governments. Our liquidity could be impacted, either positively
or negatively, as a result of alternate fuel decisions made by industrial customers.
Cash Flows from Investing Activities. Net cash used in investing activities was $44.3
million and $34.7 million for the three months ended July 31, 2005 and 2004, respectively, $84.8
million and $17.2 million for the nine months ended July 31, 2005 and 2004, respectively, and
$107.3 million and $485.9 million for the twelve months ended July 31, 2005 and 2004, respectively.
The net cash used in investing activities for the three, nine and twelve months ended July 31,
2005, and the three and nine months ended July 31, 2004, was primarily for utility construction
expenditures. Net cash used in investing activities for the twelve months ended July 31, 2004, was
primarily for the acquisitions of NCNG and EasternNC and utility capital expenditures. As
expenditures are made in EasternNCs service territory, reimbursement requests are made to the
State of North Carolina under orders issued by the NCUC granting EasternNC a total of $188.3
million of bond funds. Such funds are available to pay for the uneconomic portion of the
construction of a natural gas distribution infrastructure in the eastern part of the state. For
further information about the bond fund, see Gas Supply and Regulatory Proceedings below.
We have a substantial capital expansion program for construction of distribution facilities,
purchase of equipment and other general improvements. This program primarily supports the growth
in our customer base. We have budgeted $157.4 million for utility construction expenditures for
fiscal 2005. Due to projected growth in our service areas, significant utility construction
expenditures are expected to continue and are a part of our long-range forecasts that are prepared
at least annually and typically cover a forecast period of five years.
On May 12, 2005, we sold our corporate office building located in Charlotte, North Carolina for
$6.7 million, net of expenses, and realized a pre-tax gain of $1.7 million on the sale of the land.
For further information about the sale, see Note 14 to the condensed consolidated financial
statements. We have negotiated a ten-year lease with renewable options for space in a building
that is currently under construction and is expected to be ready for occupancy in November 2005.
The lease payments for the ten-year term range from $3 million to $3.4 million annually. We have
leased our current office building from the new owner pending occupancy of the new office space.
Subject to various governmental approvals, we intend to jointly develop an underground interstate
natural gas storage facility in West Virginia with Columbia Hardy Corporation, a subsidiary of
Columbia Gas Transmission Corporation. Total project capital expenditures are estimated at $122
million over a five-year period, of which our share is $61 million. On August 5, 2005, the FERC
staff issued an environmental assessment concluding the project would not significantly affect the
quality of the environment.
Cash Flows from Financing Activities. Net cash provided by (used in) financing activities
was $63.5 million and $14 million for the three months ended July 31, 2005 and 2004, respectively,
$(80.1) million and $(190.2) million for the nine months ended July 31, 2005 and 2004,
respectively, and $(13.3) million and $309.8 million for the twelve months ended July 31, 2005 and 2004, respectively. Funds are generally
provided from bank borrowings and the issuance of Common Stock through dividend reinvestment and
employee stock plans, net of repurchases under the common stock repurchase program. We sell Common
Stock and long-term debt
23
to cover cash requirements when market and other conditions favor such
long-term financing. As of July 31, 2005, our current assets were $339 million and our current
liabilities were $322.8 million.
Under committed bank lines of credit totaling $250 million, outstanding short-term borrowings
during the three months and nine months ended July 31, 2005, are detailed below. As of July 31,
2005, we had additional uncommitted lines of credit totaling $98 million on a no fee and as needed,
if available, basis.
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Three Months |
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Nine Months |
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In thousands |
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High |
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|
Low |
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|
High |
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|
Low |
|
Outstanding short-term borrowings |
|
$ |
112,000 |
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|
$ |
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|
$ |
229,500 |
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$ |
|
|
Interest rates |
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|
3.62 |
% |
|
|
3.36 |
% |
|
|
3.62 |
% |
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|
2.11 |
% |
The level of short-term borrowings can vary significantly due to changes in the wholesale prices of
natural gas and to increased purchases of natural gas supplies to serve customer demand and to
refill storage. Short-term debt may increase when wholesale prices for natural gas increase
because we must pay suppliers for the gas before we recover our costs from customers through their
monthly bills. Gas prices could continue to increase and fluctuate. If wholesale gas prices
remain high, we may incur more short-term debt to pay for natural gas supplies and other operating
costs since collections from customers could be slower and some customers may not be able to pay
their gas bills on a timely basis.
Under the Common Stock Open Market Purchase Program, which began on September 1, 2004, we utilize a
broker to repurchase shares on the open market. Such shares are then cancelled and become
authorized but unissued shares available for issuance to the Long-Term Incentive Plan and to
dividend reinvestment and stock purchase plans.
We have paid quarterly dividends on our Common Stock since 1956. The amount of cash dividends that
may be paid is restricted by provisions contained in certain note agreements under which long-term
debt was issued. As of July 31, 2005, none of our retained earnings were restricted.
As of July 31, 2005, our capitalization consisted of 41% in long-term debt and 59% in common
equity. Our long-term targeted capitalization ratio is 45-50% in long-term debt and 50-55% in
common equity.
As of July 31, 2005, all of our long-term debt was unsecured. Our long-term debt is rated A by
Standard & Poors Ratings Services and A3 by Moodys Investors. Credit ratings impact our
ability to obtain short-term and long-term financing and the cost of such financings.
We are subject to default provisions related to our long-term debt and short-term bank lines of
credit. Failure to satisfy any of the default provisions would result in total outstanding issues
of debt becoming due. There are cross-default provisions in all our debt agreements. As of July
31, 2005, we are in compliance with all default provisions.
Estimated Future Contractual Obligations
During the three months ended July 31, 2005, there were no material changes to our estimated future
contractual obligations outside the ordinary course of business.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements other than operating leases that are discussed in Note 7
to the
24
consolidated financial statements in our Form 10-K/A for the year ended October 31, 2004.
Critical Accounting Policies and Estimates
We prepare the consolidated financial statements in conformity with accounting principles generally
accepted in the United States of America. We make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the periods reported. Actual results may differ
significantly from these estimates and assumptions. We base our estimates on historical
experience, where applicable, and other relevant factors that we believe are reasonable under the
circumstances. On an ongoing basis, we evaluate estimates and assumptions and make adjustments in
subsequent periods to reflect more current information if we determine that modifications in
assumptions and estimates are warranted.
Management considers an accounting estimate to be critical if it requires assumptions to be made
that were uncertain at the time the estimate was made and changes in the estimate or a different
estimate that could have been used would have had a material impact on our financial condition or
results of operations. We consider regulatory accounting, revenue recognition, goodwill and
pension and postretirement benefits to be our critical accounting estimates. Management is
responsible for the selection of the critical accounting estimates presented in our Form 10-K for
the year ended October 31, 2004, in Managements Discussion and Analysis of Financial Condition
and Results of Operations. Management has discussed these critical accounting estimates with the
Audit Committee of the Board of Directors. There have been no changes in our critical accounting
policies and estimates since October 31, 2004.
Gas Supply and Regulatory Proceedings
In 1998, the North Carolina General Assembly enacted the Clean Water and Natural Gas Critical Needs
Act of 1998, which provided for the issuance of $200 million of general obligation bonds of the
state for the purpose of providing grants, loans or other financing for the cost of constructing
natural gas facilities in unserved areas of the state.
EasternNC has been granted a certificate by the NCUC to provide natural gas service to 14 unserved
counties in the eastern-most part of North Carolina. These counties historically have not been
able to obtain gas service because of the relatively sparse population of the counties and the
resulting uneconomic feasibility of providing service. The NCUC has issued orders approving $188.3
million of the bond fund to EasternNC for construction of natural gas facilities in the 14
counties. During the period November 1, 2004 through July 31, 2005, we filed for reimbursement of
$26.3 million from the bond fund and received $23.3 million. As of July 31, 2005, there was $22.5
million remaining of the bond funds allocated to EasternNC. As of July 31, 2005 and October 31,
2004, we had receivables of $6.6 million and $3.5 million, respectively, from the bond fund
recorded in Receivables in the condensed consolidated balance sheets. In accordance with NCUC
orders, we must contribute funding to the project that is not subject to bond reimbursement.
On February 1, 2005, we entered into a Stock Purchase Agreement with the other owner of EasternNC
under which they will sell all of their shares of common stock of, and assign all of their rights
and obligations in, EasternNC to Piedmont. Closing of the transaction is scheduled to occur three
business days after all of the following conditions are met:
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Approval by Piedmonts Board of Directors. |
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Consideration of $1.00 paid by Piedmont to the other owner. |
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Approval of the acquisition and merger by the NCUC. |
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Approval by the NCUC to roll-in and combine the rate structure of EasternNC into
Piedmonts rate structure on terms and conditions acceptable to Piedmont. |
25
On June 23, 2005, a hearing for the acquisition and merger was held with the NCUC and interested
parties. On August 22, the NCUC issued an order approving the acquisition and merger and
determined that it was appropriate for the operations, revenues, expenses and rate base of
EasternNC to be integrated into Piedmonts larger system. The precise structure and specifics of
such a roll-in will be addressed in the pending general rate case proceeding discussed in the
following paragraph.
On April 1, 2005, we filed a general rate case application with the NCUC requesting a consolidation
of the respective rate bases, revenues and expenses of Piedmont, our NCNG division and EasternNC.
In addition to a unified and uniform rate structure for all customers served by us in North
Carolina, the application requested a general restructuring and increase in rates and charges for
customers to produce an overall annual increase in margin of $36.7 million, a consolidation and/or
amortization of certain deferred accounts, changes to cost allocations and rate design including an
innovative conservation tariff mechanism that decouples margin recovery from residential and
commercial customer consumption, changes and unification of existing service regulations and
tariffs, implementation of a collection and contribution mechanism and common depreciation rates
for plant. New rates are proposed to be effective November 1, 2005.
On August 31, 2005, a stipulation
was filed in this proceeding resolving all issues and providing a
margin increase of $20.2 million. The stipulation was supported
by the Public Staff of the NCUC, the Carolina Utility Customers
Association, Inc., the Department of Defense and various
municipalities. Only the State Attorney Generals Office opposed
the stipulation. A hearing was held September 6, 2005, before the
NCUC to address the opposition. The stipulation is now pending before the NCUC.
On February 16, 2005, the Natural Gas Rate Stabilization Act of 2005 became effective in South
Carolina. The law provides electing natural gas utilities, including Piedmont, with a mechanism
for the regular, periodic and more frequent (annual) adjustment of rates which is intended to: (1)
encourage investment by natural gas utilities, (2) enhance economic development efforts, (3) reduce
the cost of rate adjustment proceedings and (4) result in smaller but more frequent rate changes
for customers. If the utility elects to operate under the Act, the annual filing will provide that
the utilitys rate of return on equity will remain within a 50-basis points band above or below the
current allowed rate of return on equity. On April 26, 2005, we filed an election with the PSCSC
to adopt this new mechanism.
On June 15, 2005, we filed with the PSCSC a quarterly monitoring report for the twelve months ended
March 31, 2005, along with revenue deficiency calculations and proposed changes in our tariff
rates. We requested an increase in annual revenues of $4.6 million, including a gas cost
adjustment of $1.4 million. After receiving comments from any interested party and a review by the
Office of Regulatory Staff, the PSCSC will issue an initial order on or before October 15, 2005,
and new rates will be effective on November 1, 2005.
Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets (Statement 153).
The provisions of Statement 153 are effective for nonmonetary asset exchanges that occur in our
fiscal quarter beginning August 1, 2005. We believe the adoption of Statement 153 will not have a
material effect on our financial position or results of operations.
In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment (Statement 123R).
Statement 123R requires entities to adopt the fair value method of accounting for stock-based plans. The
fair value method would require the amortization of the fair value of stock-based compensation as
determined at the date
26
of grant over the related vesting period. Under Statement 123R, most employee stock purchase plans
that offer a discount of greater than 5% will be considered compensatory. Statement 123R is
effective for us in our fiscal quarter beginning November 1, 2005. We intend to amend our employee
stock purchase plan to lower the discount rate from 10% to 5%.
In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement
Obligations (FIN 47) to clarify the term conditional asset retirement as used in SFAS 143,
Accounting for Asset Retirement Obligations. FIN 47 requires that a liability be recognized for
the fair value of a conditional asset retirement obligation when incurred, if the fair value of the
liability can be reasonably estimated. Uncertainty about the timing or method of settlement of a
conditional asset retirement obligation would be factored into the measurement of the liability
when sufficient information exists. This interpretation is effective no later than the end of
fiscal years ending after December 15, 2005. Accordingly, we will adopt FIN 47 no later than our
fourth fiscal quarter in 2006. We are currently assessing the impact FIN 47 may have on our
balance sheet; however, we believe the adoption of FIN 47 will not have a material impact on our
results of operations or cash flows.
In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (Statement
154), a replacement of APB Opinion No. 20 and SFAS No. 3. Statement 154 applies to all voluntary
changes in accounting principle and changes the requirements for accounting for and reporting of a
change in accounting principle. Retrospective application to prior periods financial statements
of the change in accounting principle is required unless it is impracticable. Statement 154 is
effective for fiscal years beginning after December 15, 2005, with earlier application permitted in
fiscal years beginning after June 1, 2005.
In July 2005, the FASB issued FASB Staff Position APB 18-1, Accounting by an Investor for Its
Proportionate Share of Accumulated Other Comprehensive Income of an Investee Accounted for under
the Equity Method in Accordance with APB Opinion No. 18 upon a Loss of Significant Influence (FSP
APB 18-1). The provisions of FSP APB 18-1 are effective in our fiscal quarter beginning August 1,
2005. We believe the adoption of FSP APB 18-1 will not have a material effect on our financial
position or results of operations.
Forward-Looking Statements
Documents we file with the SEC may contain forward-looking statements. In addition, our senior
management and other authorized spokespersons may make forward-looking statements in print or
orally to analysts, investors, the media and others. Forward-looking statements concern, among
others, plans, objectives, proposed capital expenditures and future events or performance. These
statements reflect our current expectations and involve a number of risks and uncertainties.
Although we believe that our expectations are based on reasonable assumptions, actual results may
differ materially from those suggested by the forward-looking statements. Important factors that
could cause actual results to differ include:
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Regulatory issues, including those that affect allowed rates of return, terms and
conditions of service, rate structures and financings. We monitor our effectiveness in
achieving the allowed rates of return and initiate rate proceedings or operating changes as
needed. In addition, we purchase natural gas transportation and storage services from
interstate and intrastate pipeline companies whose rates and services are also regulated. |
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Residential, commercial and industrial growth in our service areas. The ability to grow
our customer base and the pace of that growth are impacted by general business and economic
conditions and the overall strength of the economy in our service areas and the country,
including such factors as interest rates, inflation, fluctuations in the capital markets
and increases in the wholesale cost of natural gas. |
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Deregulation, regulatory restructuring and competition in the energy industry. We face
competition from electric companies and energy marketing and trading companies and we
expect this highly |
27
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|
competitive environment to continue. |
|
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|
|
The potential loss of large-volume industrial customers to alternate fuels or to bypass
or the shift by such customers to special competitive contracts at lower per-unit margins. |
|
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|
Regulatory issues, customer growth, deregulation, economic and capital market
conditions, the cost and availability of natural gas and weather conditions can impact our
ability to meet internal performance goals. |
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|
The capital-intensive nature of our business. In order to maintain growth, we must add
to our natural gas distribution system each year. The cost of this construction may be
affected by the cost of obtaining governmental approvals, development project delays or
changes in project costs. Weather, general economic conditions and the cost of funds to
finance our capital projects can materially alter the cost of a project. Our internally
generated cash flows are not adequate to finance the full cost of this construction. As a
result, we rely on access to both short-term and long-term capital markets as a significant
source of liquidity for capital requirements not satisfied by cash flows from operations. |
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|
Changes in the availability and cost of natural gas. To meet firm customer
requirements, we must acquire sufficient gas supplies and pipeline capacity to ensure
delivery to our distribution system while also ensuring that our supply and capacity
contracts allow us to remain competitive. Natural gas is an unregulated commodity market
subject to supply and demand and price volatility. Producers, marketers and pipelines are
subject to operating and financial risks associated with exploring, drilling, producing,
gathering, marketing and transporting natural gas and have risks that increase our exposure
to supply and price fluctuations. |
|
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|
Impact of the Energy Policy Act of 2005. Key components of the bill include provisions
that encourage fuel diversity in the generation of electricity, provide incentives
promoting energy efficiency and innovative technology, allow an inventory of energy
reserves in the Outer Continental Shelf and support LNG imports and improved leasing and
permitting processes in the development of existing supply fields. The effect of this
legislation on our future operations is unknown. |
|
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|
Changes in weather conditions. Weather conditions and other natural phenomena can have
a material impact on our earnings. Severe weather conditions, including destructive
weather patterns such as hurricanes, can impact our suppliers and the pipelines that
deliver gas to our distribution system. Weather conditions directly influence the demand
for and the cost of natural gas. The specific impacts on Piedmont of Hurricane Katrina may
not be known for some time. |
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|
Changes in environmental and safety regulations and the cost of compliance. We are
subject to extensive federal, state and local regulations. Compliance with such
regulations may result in increased capital or operating costs. |
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|
Ability to retain and attract professional and technical employees. To provide quality
service to our customers and meet regulatory requirements, we are dependent on our ability
to recruit, train, motivate and retain qualified employees. |
|
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|
Changes in accounting regulations and practices. We are subject to accounting
regulations and practices issued periodically by accounting standard-setting bodies. New
accounting standards could be issued that could change the way we record revenues,
expenses, assets and liabilities. Future changes in accounting standards could affect our
reported earnings or increase our liabilities. |
|
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|
Earnings from our equity method investments. We invest in companies that have risks
that are inherent in their businesses and we assume such risks as an equity investor. |
All of these factors are difficult to predict and many are beyond our control. Accordingly, while
we believe the assumptions underlying our forward-looking statements to be reasonable, there can be
no assurance that these statements will approximate actual experience or that the expectations
derived from them will be realized. When used in our documents or oral presentations, the words
anticipate, believe, seek, intend, plan, estimate, expect, objective, projection,
budget, forecast, goal or similar words or future or conditional verbs such as will,
would, should, could or may are intended to identify forward-looking statements.
28
Factors relating to regulation and management are also described or incorporated by reference in
our Annual Report on Form 10-K, as amended by our Form 10-K/A for the year ended October 31, 2004,
as well as information included in, or incorporated by reference from, future filings with the SEC.
Some of the factors that may cause actual results to differ have been described above. Others may
be described elsewhere in this report. There may also be other factors besides those described
above or incorporated by reference in this report or in the Form 10-K and Form 10-K/A that could
cause actual conditions, events or results to differ from those in the forward-looking statements.
Forward-looking statements reflect our current expectations only as of the date they are made. We
assume no duty to update these statements should expectations change or actual results differ from
current expectations except as required by applicable laws and regulations. Please reference our
web site at www.piedmontng.com for current information. Our filings on Form 10-K, Form 10-K/A,
Form 10-Q and Form 8-K are available on our web site as soon as reasonably practicable after the
report is filed with the SEC.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We hold all financial instruments discussed below for purposes other than trading. We are
potentially exposed to market risk due to changes in interest rates and the cost of gas. Our
exposure to interest rate changes relates primarily to short-term debt. We are exposed to interest
rate changes to long-term debt when we are in the market to issue long-term debt. As of July 31,
2005, all of our long-term debt was at fixed rates. Exposure to gas cost variations relates to the
wholesale supply, demand and price of natural gas.
Interest Rate Risk
We have short-term borrowing arrangements to provide working capital and general corporate funds.
The level of borrowings under such arrangements varies from period to period depending upon many
factors, including investments in capital projects. Future short-term interest expense and
payments will be impacted by both short-term interest rates and borrowing levels.
As of July 31, 2005, we had $84 million of short-term debt outstanding. The following table
reflects our short-term borrowings during the three months and nine months ended July 31, 2005.
|
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|
|
|
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|
|
|
Three Months |
|
|
Nine Months |
|
In thousands |
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
Outstanding short-term borrowings |
|
$ |
112,000 |
|
|
$ |
|
|
|
$ |
229,500 |
|
|
$ |
|
|
Interest rates |
|
|
3.62 |
% |
|
|
3.36 |
% |
|
|
3.62 |
% |
|
|
2.11 |
% |
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
Weighted average interest rate during the period |
|
|
3.57 |
% |
|
|
2.72 |
% |
Information about our long-term debt that, for holders of our long-term debt, is sensitive to
changes in interest rates is presented below.
29
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|
|
|
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|
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|
|
|
|
Fair Value |
|
|
|
Expected Maturity Date |
|
|
|
|
|
|
as of |
|
In thousands |
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
Thereafter |
|
|
Total |
|
|
July 31, 2005 |
|
Fixed Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LongTerm
Debt |
|
$ |
|
|
|
$ |
35,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
30,000 |
|
|
$ |
595,000 |
|
|
$ |
660,000 |
|
|
$ |
772,206 |
|
Average Interest
Rate |
|
|
|
|
|
|
9.44 |
% |
|
|
|
|
|
|
|
|
|
|
7.35 |
% |
|
|
6.87 |
% |
|
|
7.03 |
% |
|
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|
|
Commodity Price Risk
In the normal course of business, we utilize exchange-traded contracts of various duration for the
forward sale and purchase of a portion of our natural gas requirements. We manage our gas supply
costs through a portfolio of short- and long-term procurement contracts with various suppliers and
financial price-hedging instruments. Due to cost-based rate regulation in our utility operations,
we have limited financial exposure to changes in commodity prices as substantially all changes in
purchased gas costs and the costs of hedging our gas supplies are passed on to customers through
PGA mechanisms.
Additional information concerning market risk is set forth in Financial Condition and Liquidity
in Item 2 of this Form 10-Q.
Item 4. Controls and Procedures
As of July 31, 2005, management, including the Chairman, President and Chief Executive Officer and
the Senior Vice President and Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures. Such disclosure controls and procedures are designed to ensure
that all information required to be disclosed in our reports filed with the SEC is recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms.
Based on our evaluation process, the Chief Executive Officer and the Chief Financial Officer have
concluded that our disclosure controls and procedures were effective as of the end of the period
covered by this report. During the last fiscal quarter, there have been no changes in our internal
control over financial reporting that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
We have only routine litigation in the normal course of business and do not expect the outcomes to
have any material impact on our financial position or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
a) None.
b) None.
30
c) Issuer Purchases of Equity Securities.
The following table provides information with respect to repurchases of our Common Stock under
the Common Stock Open Market Purchase Program during the quarter ended July 31, 2005.
|
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|
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|
|
|
|
|
|
|
|
|
|
Total |
|
Average |
|
Total Number of |
|
Maximum Number of |
|
|
Number |
|
Price |
|
Shares Purchased |
|
Shares that May |
|
|
of Shares |
|
Paid Per |
|
As Part of Publicly |
|
Yet be Purchased |
Period |
|
Repurchased |
|
Share |
|
Announced Program |
|
Under the Program * |
Beginning of the
Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,237,200 |
|
May |
|
|
111,930 |
|
|
$ |
23.54 |
|
|
|
111,930 |
|
|
|
2,125,270 |
|
June |
|
|
137,302 |
|
|
$ |
24.15 |
|
|
|
137,302 |
|
|
|
1,987,968 |
|
July |
|
|
91,868 |
|
|
$ |
24.38 |
|
|
|
91,868 |
|
|
|
1,896,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
341,100 |
|
|
$ |
24.01 |
|
|
|
341,100 |
|
|
|
|
|
|
|
|
* |
|
Common Stock Open Market Purchase Program was announced on June 4, 2004, to repurchase up to three
million shares of Common Stock. There is no expiration date for the program. |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
(a) None.
(b) There have been no changes to the procedures by which security holders may recommend
nominees to our Board of Directors.
Item 6. Exhibits
Exhibits
|
|
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the
Chief Executive Officer. |
|
|
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the
Chief Financial Officer. |
|
|
|
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer. |
|
|
|
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer. |
31
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.
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Piedmont Natural Gas Company, Inc. |
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|
|
(Registrant) |
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|
|
Date:
September 8, 2005
|
|
/s/ David J. Dzuricky |
|
|
|
|
|
David J. Dzuricky |
|
|
Senior Vice President and Chief Financial Officer |
|
|
(Principal Financial Officer) |
|
|
|
Date:
September 8, 2005
|
|
/s/ Barry L. Guy |
|
|
|
|
|
Barry L. Guy |
|
|
Vice President and Controller |
|
|
(Principal Accounting Officer) |
32