UIL HOLDINGS CORP - FORM 8-K - EX-99.3 - EXHIBIT 99.3

Attached files

file	filename
8-K - UIL HOLDINGS CORP 8-K 11-14-2012 - UIL HOLDINGS CORP	form8k.htm
EX-99.2 - EXHIBIT 99.2 - UIL HOLDINGS CORP	ex99_2.htm
EX-99.1 - EXHIBIT 99.1 - UIL HOLDINGS CORP	ex99_1.htm
EX-99.4 - EXHIBIT 99.4 - UIL HOLDINGS CORP	ex99_4.htm

Exhibit 99.3

FINANCIAL STATEMENTS

THE SOUTHERN CONNECTICUT GAS COMPANY

AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011 AND

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(UNAUDITED)

THE SOUTHERN CONNECTICUT GAS COMPANY

TABLE OF CONTENTS

	Page
	Number

Financial Statements:

Statement of Income for the three and nine months ended September 30, 2012 and 2011	3

Balance Sheet as of September 30, 2012 and December 31, 2011	4

Statement of Cash Flows for the nine months ended September 30, 2012 and 2011	6

Statement of Changes in Shareholder's Equity	7

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF INCOME

(In Thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,

	2012			2011			2012		2011

Operating Revenues	$	51,925		$	50,114		$	217,983	$	276,815

Operating Expenses
Operation
Natural gas purchased		26,050			24,111			109,005		158,098
Operation and maintenance		16,991			15,274			46,110		43,781
Depreciation and amortization		6,919			6,520			26,736		25,233
Taxes - other than income taxes		3,665			3,360			13,881		15,232
Total Operating Expenses		53,625			49,265			195,732		242,344
Operating Income (Loss)		(1,700	)		849			22,251		34,471

Other Income and (Deductions), net		3			1,979			1,169		1,899

Interest Charges, net
Interest on long-term debt		3,344			3,262			10,031		9,778
Other interest, net		126			245			375		1,045
		3,470			3,507			10,406		10,823
Amortization of debt expense and redemption premiums		76			80			229		239
Total Interest Charges, net		3,546			3,587			10,635		11,062

Income (Loss) Before Income Taxes		(5,243	)		(759	)		12,785		25,308

Income Taxes		(2,843	)		983			4,327		11,829

Net Income (Loss)	$	(2,400	)	$	(1,742	)	$	8,458	$	13,479

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF COMPREHENSIVE INCOME

(Thousands of Dollars)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012		2011

Net Income (Loss)	$	(2,400	)	$	(1,742	)	$	8,458	$	13,479
Other Comprehensive Income, net		328			(979	)		595		(834	)
Comprehensive Income (Loss)	$	(2,072	)	$	(2,721	)	$	9,053	$	12,645

THE SOUTHERN CONNECTICUT GAS COMPANY

BALANCE SHEET

ASSETS

(In Thousands)

(Unaudited)

	September 30,		December 31,
	2012		2011
Current Assets
Unrestricted cash and temporary cash investments	$	684	$	6,335
Accounts receivable less allowance of $1,900 and $3,400, respectively		53,660		43,839
Loan receivable		11,000		-
Unbilled revenues		5,520		14,732
Current regulatory assets		29,182		27,294
Deferred income taxes		171		1,442
Natural gas in storage, at average cost		39,999		49,064
Materials and supplies, at average cost		3,257		1,523
Refundable taxes		1,693		4,563
Prepayments		2,924		3,398
Current portion of derivative assets		-		2,024
Total Current Assets		148,090		154,214

Other investments		8,659		7,818

Net Property, Plant and Equipment		491,976		479,311

Regulatory Assets (future amounts owed from customers through the ratemaking process)		108,394		143,851

Deferred Charges and Other Assets
Unamortized debt issuance expenses		4,445		4,861
Deferred income taxes		-		5,640
Goodwill		134,931		134,931
Other		837		904
Total Deferred Charges and Other Assets		140,213		146,336

Total Assets	$	897,332	$	931,530

THE SOUTHERN CONNECTICUT GAS COMPANY

BALANCE SHEET

LIABILITIES AND CAPITALIZATION

(In Thousands)

(Unaudited)

	September 30,			December 31,
	2012			2011
Current Liabilities
Current portion of long-term debt	$	2,517		$	2,517
Accounts payable		28,675			40,408
Accrued liabilities		17,233			8,995
Current regulatory liabilities		4,285			1,655
Interest accrued		1,775			1,992
Taxes accrued		2,952			6,196
Total Current Liabilities		57,437			61,763

Noncurrent Liabilities
Pension accrued		26,986			36,539
Other post-retirement benefits accrued		17,675			17,896
Other		23,488			26,898
Total Noncurrent Liabilities		68,149			81,333

Deferred Income Taxes (future tax liabilities owed to taxing authorities)		2,176			-

Regulatory Liabilities (future amounts owed to customers through the ratemaking process)		142,109			149,136

Commitments and Contingencies

Capitalization
Long-term debt		236,340			238,230

Common Stock Equity
Common stock		18,761			18,761
Paid-in capital		396,937			396,937
Retained earnings (accumulated deficit)		(24,601	)		(14,059	)
Accumulated other comprehensive income (loss)		24			(571	)
Net Common Stock Equity		391,121			401,068

Total Capitalization		627,461			639,298

Total Liabilities and Capitalization	$	897,332		$	931,530

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF CASH FLOWS

(In Thousands)

(Unaudited)

	Nine Months Ended
	September 30,
	2012			2011
Cash Flows From Operating Activities
Net income	$	8,458		$	13,479
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		26,965			25,472
Deferred income taxes		692			6,971
Pension expense		5,062			4,267
Allowance for funds used during construction (AFUDC) - equity		(47	)		(35	)
Deferred purchased gas		8,159			18,268
Other non-cash items, net		11,193			(13,395	)
Changes in:
Accounts receivable, net		(8,321	)		12,859
Unbilled revenues		9,212			13,571
Prepayments		474			3
Natural gas in storage		9,065			775
Accounts payable		(10,627	)		(19,932	)
Accrued pension		(13,354	)		(10,697	)
Taxes accrued/refundable, net		(375	)		(2,526	)
Accrued liabilities		7,991			(3,306	)
Interest accrued		(217	)		20
Other assets		(1,480	)		(1,097	)
Other liabilities		(1,841	)		(4,496	)
Total Adjustments		42,551			26,722
Net Cash provided by Operating Activities		51,009			40,201

Cash Flows from Investing Activities
Plant expenditures including AFUDC debt		(26,660	)		(14,442	)
Loan receivable		(11,000	)		(9,973	)
Other		-			(317	)
Net Cash (used in) Investing Activities		(37,660	)		(24,732	)

Cash Flows from Financing Activities
Issuances of long-term debt		-			50,000
Payments on long-term debt		-			(30,000	)
Payment of common stock dividend		(19,000	)		(34,000	)
Line of credit borrowings (repayments), net		-			(7,000	)
Other		-			(336	)
Net Cash (used in) Financing Activities		(19,000	)		(21,336	)

Unrestricted Cash and Temporary Cash Investments:
Net change for the period		(5,651	)		(5,867	)
Balance at beginning of period		6,335			11,542
Balance at end of period	$	684		$	5,675

Non-cash investing activity:
Plant expenditures included in ending accounts payable	$	865		$	2,051

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

September 30, 2012

(Thousands of Dollars)

(Unaudited)

							Retained			Accumulated
							Earnings			Other
	Common Stock				Paid-in		(Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit)			Income (Loss)			Total
Balance as of December 31, 2011		1,407,072	$	18,761	$	396,937	$	(14,059	)	$	(571	)	$	401,068

Net income								8,458						8,458
Other comprehensive loss, net of tax											595			595
Payment of common stock dividend								(19,000	)					(19,000	)
Balance as of September 30, 2012		1,407,072	$	18,761	$	396,937	$	(24,601	)	$	24		$	391,121

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