Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - UIL HOLDINGS CORP | ex99_1.htm |
| EX-99.4 - EXHIBIT 99.4 - UIL HOLDINGS CORP | ex99_4.htm |
| EX-99.2 - EXHIBIT 99.2 - UIL HOLDINGS CORP | ex99_2.htm |
| 8-K - UIL HOLDINGS CORPORATION 8-K 11-16-2015 - UIL HOLDINGS CORP | form8k.htm |
Exhibit 99.3
CONSOLIDATED FINANCIAL STATEMENTS
OF
THE SOUTHERN CONNECTICUT GAS COMPANY
AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014 AND
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(UNAUDITED)
TABLE OF CONTENTS
|
Page
Number
|
|
|
Consolidated Financial Statements:
|
|
|
Consolidated Statement of Income for the three and nine months ended September 30, 2015 and 2014
|
3
|
|
Consolidated Balance Sheet as of September 30, 2015 and December 31, 2014
|
4
|
|
Consolidated Statement of Cash Flows for the nine months ended September 30, 2015 and 2014
|
6
|
|
Consolidated Statement of Changes in Shareholder’s Equity
|
7
|
2
THE SOUTHERN CONNECTICUT GAS COMPANY
CONSOLIDATED STATEMENT OF INCOME
(In Thousands)
(Unaudited)
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
|
2015
|
2014
|
2015
|
2014
|
|||||||||||||
|
Operating Revenues
|
$
|
46,124
|
$
|
45,420
|
$
|
248,319
|
$
|
279,204
|
||||||||
|
Operating Expenses
|
||||||||||||||||
|
Operation
|
||||||||||||||||
|
Natural gas purchased
|
14,075
|
14,166
|
104,180
|
141,081
|
||||||||||||
|
Operation and maintenance
|
19,894
|
19,884
|
58,390
|
58,744
|
||||||||||||
|
Depreciation and amortization
|
7,597
|
7,372
|
27,821
|
27,431
|
||||||||||||
|
Taxes - other than income taxes
|
4,109
|
4,399
|
17,576
|
17,884
|
||||||||||||
|
Total Operating Expenses
|
45,675
|
45,821
|
207,967
|
245,140
|
||||||||||||
|
Operating Income
|
449
|
(401
|
)
|
40,352
|
34,064
|
|||||||||||
|
Other Income and (Deductions), net
|
1,040
|
284
|
996
|
(1,410
|
)
|
|||||||||||
|
Interest Charges, net
|
||||||||||||||||
|
Interest on long-term debt
|
3,344
|
3,344
|
10,031
|
10,031
|
||||||||||||
|
Other interest, net
|
60
|
151
|
309
|
444
|
||||||||||||
|
3,404
|
3,495
|
10,340
|
10,475
|
|||||||||||||
|
Amortization of debt expense and redemption premiums
|
77
|
76
|
231
|
229
|
||||||||||||
|
Total Interest Charges, net
|
3,481
|
3,571
|
10,571
|
10,704
|
||||||||||||
|
Income (Loss) Before Income Taxes
|
(1,992
|
)
|
(3,688
|
)
|
30,777
|
21,950
|
||||||||||
|
Income Taxes
|
(1,142
|
)
|
(2,118
|
)
|
11,230
|
8,726
|
||||||||||
|
-
|
||||||||||||||||
|
Net Income (Loss)
|
$
|
(850
|
)
|
$
|
(1,570
|
)
|
$
|
19,547
|
$
|
13,224
|
||||||
THE SOUTHERN CONNECTICUT GAS COMPANY
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(In Thousands)
(Unaudited)
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
|
2015
|
2014
|
2015
|
2014
|
|||||||||||||
|
Net Income (Loss)
|
$
|
(850
|
)
|
$
|
(1,570
|
)
|
$
|
19,547
|
$
|
13,224
|
||||||
|
Other Comprehensive Income (Loss), net of income taxes
|
||||||||||||||||
|
Changes in unrealized gains(losses) related to pension and other post-retirement benefit plans
|
(368
|
)
|
(104
|
)
|
(280
|
)
|
127
|
|||||||||
|
Comprehensive Income
|
$
|
(1,218
|
)
|
$
|
(1,674
|
)
|
$
|
19,267
|
$
|
13,351
|
||||||
Connecticut Energy Corporation, a wholly owned subsidiary of UIL Holdings Corporation, is a holding company whose sole business is ownership of the Southern Connecticut Gas Company (SCG). The Consolidated Financial Statements of SCG include the accounts of all variable interest entities where SCG has been determined to be the primary beneficiary including the Milford LNG facility owned by United Resources, Inc., a wholly owned subsidiary of UIL Holdings Corporation.
3
THE SOUTHERN CONNECTICUT GAS COMPANY
CONSOLIDATED BALANCE SHEET
ASSETS
(In Thousands)
(Unaudited)
|
September 30,
2015
|
December 31,
2014
|
|||||||
|
Current Assets
|
||||||||
|
Unrestricted cash and temporary cash investments
|
$
|
4,960
|
$
|
428
|
||||
|
Accounts receivable less allowance of $1,300 and $1,400, respectively
|
47,203
|
61,093
|
||||||
|
Unbilled revenues
|
7,356
|
22,310
|
||||||
|
Current regulatory assets
|
21,979
|
21,642
|
||||||
|
Natural gas in storage, at average cost
|
32,004
|
42,866
|
||||||
|
Materials and supplies, at average cost
|
2,595
|
2,060
|
||||||
|
Refundable taxes
|
12,653
|
5,172
|
||||||
|
Prepayments
|
2,730
|
782
|
||||||
|
Other
|
6
|
278
|
||||||
|
Total Current Assets
|
131,486
|
156,631
|
||||||
|
Other investments
|
10,517
|
10,832
|
||||||
|
Net Property, Plant and Equipment
|
621,905
|
592,484
|
||||||
|
Regulatory Assets
|
91,841
|
101,178
|
||||||
|
Deferred Charges and Other Assets
|
||||||||
|
Unamortized debt issuance expenses
|
3,508
|
3,739
|
||||||
|
Goodwill
|
134,931
|
134,931
|
||||||
|
Total Deferred Charges and Other Assets
|
138,439
|
138,670
|
||||||
|
Total Assets
|
$
|
994,188
|
$
|
999,795
|
||||
Connecticut Energy Corporation, a wholly owned subsidiary of UIL Holdings Corporation, is a holding company whose sole business is ownership of the Southern Connecticut Gas Company (SCG). The Consolidated Financial Statements of SCG include the accounts of all variable interest entities where SCG has been determined to be the primary beneficiary including the Milford LNG facility owned by United Resources, Inc., a wholly owned subsidiary of UIL Holdings Corporation.
4
THE SOUTHERN CONNECTICUT GAS COMPANY
CONSOLIDATED BALANCE SHEET
LIABILITIES AND CAPITALIZATION
(In Thousands)
(Unaudited)
|
September 30,
2015
|
December 31,
2014
|
|||||||
|
Current Liabilities
|
||||||||
|
Current portion of long-term debt
|
$
|
2,517
|
$
|
2,517
|
||||
|
Accounts payable
|
28,272
|
46,352
|
||||||
|
Accrued liabilities
|
15,921
|
14,927
|
||||||
|
Current regulatory liabilities
|
3,138
|
5,360
|
||||||
|
Deferred income taxes
|
10,942
|
8,458
|
||||||
|
Interest accrued
|
1,528
|
2,437
|
||||||
|
Taxes accrued
|
2,175
|
4,333
|
||||||
|
Intercompany payable
|
17,000
|
15,000
|
||||||
|
Total Current Liabilities
|
81,493
|
99,384
|
||||||
|
Deferred Income Taxes
|
28,942
|
17,398
|
||||||
|
Regulatory Liabilities
|
162,041
|
157,720
|
||||||
|
Other Noncurrent Liabilities
|
||||||||
|
Pension accrued
|
37,218
|
42,496
|
||||||
|
Other post-retirement benefits accrued
|
15,849
|
16,743
|
||||||
|
Other
|
14,241
|
14,029
|
||||||
|
Total Other Noncurrent Liabilities
|
67,308
|
73,268
|
||||||
|
Commitments and Contingencies
|
||||||||
|
Capitalization
|
||||||||
|
Long-term debt, net of unamortized premium
|
228,793
|
230,681
|
||||||
|
Noncontrolling interest (Note A)
|
20,369
|
20,369
|
||||||
|
Common Stock Equity
|
||||||||
|
Common stock
|
18,761
|
18,761
|
||||||
|
Paid-in capital
|
369,737
|
369,737
|
||||||
|
Retained earnings
|
17,265
|
12,718
|
||||||
|
Accumulated other comprehensive income
|
(521
|
)
|
(241
|
)
|
||||
|
Net Common Stock Equity
|
405,242
|
400,975
|
||||||
|
Total Capitalization
|
634,035
|
652,025
|
||||||
|
Total Liabilities and Capitalization
|
$
|
994,188
|
$
|
999,795
|
||||
Connecticut Energy Corporation, a wholly owned subsidiary of UIL Holdings Corporation, is a holding company whose sole business is ownership of the Southern Connecticut Gas Company (SCG). The Consolidated Financial Statements of SCG include the accounts of all variable interest entities where SCG has been determined to be the primary beneficiary including the Milford LNG facility owned by United Resources, Inc., a wholly owned subsidiary of UIL Holdings Corporation.
5
THE SOUTHERN CONNECTICUT GAS COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
(Unaudited)
|
Nine Months Ended
September 30,
|
||||||||
|
2015
|
2014
|
|||||||
|
Cash Flows From Operating Activities
|
||||||||
|
Net income
|
$
|
19,547
|
$
|
13,224
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
28,051
|
27,659
|
||||||
|
Deferred income taxes
|
13,667
|
3,423
|
||||||
|
Pension expense
|
4,032
|
5,031
|
||||||
|
Regulatory activity, net
|
(2,990
|
)
|
19,353
|
|||||
|
Other non-cash items, net
|
(555
|
)
|
(451
|
)
|
||||
|
Changes in:
|
||||||||
|
Accounts receivable, net
|
13,990
|
21,576
|
||||||
|
Unbilled revenues
|
14,954
|
15,559
|
||||||
|
Natural gas in storage
|
10,862
|
(987
|
)
|
|||||
|
Prepayments
|
(1,910
|
)
|
(425
|
)
|
||||
|
Accounts payable
|
(18,005
|
)
|
(21,861
|
)
|
||||
|
Interest accrued
|
(909
|
)
|
(260
|
)
|
||||
|
Taxes accrued/refundable, net
|
(9,419
|
)
|
(3,104
|
)
|
||||
|
Accrued liabilities
|
994
|
2,442
|
||||||
|
Accrued pension
|
(8,419
|
)
|
(6,632
|
)
|
||||
|
Accrued other post-employment benefits
|
(1,785
|
)
|
(1,818
|
)
|
||||
|
Other assets
|
307
|
1,573
|
||||||
|
Other liabilities
|
(305
|
)
|
1,874
|
|||||
|
Total Adjustments
|
42,560
|
62,952
|
||||||
|
Net Cash provided by Operating Activities
|
62,107
|
76,176
|
||||||
|
Cash Flows from Investing Activities
|
||||||||
|
Plant expenditures including AFUDC debt
|
(44,575
|
)
|
(36,517
|
)
|
||||
|
Net Cash used in Investing Activities
|
(44,575
|
)
|
(36,517
|
)
|
||||
|
Cash Flows from Financing Activities
|
||||||||
|
Payment of common stock dividend
|
(15,000
|
)
|
(11,200
|
)
|
||||
|
Distribution of Capital
|
-
|
(8,500
|
)
|
|||||
|
Intercompany payable
|
2,000
|
(16,000
|
)
|
|||||
|
Net Cash used in provided by Financing Activities
|
(13,000
|
)
|
(35,700
|
)
|
||||
|
Unrestricted Cash and Temporary Cash Investments:
|
||||||||
|
Net change for the period
|
4,532
|
3,959
|
||||||
|
Balance at beginning of period
|
428
|
7,701
|
||||||
|
Balance at end of period
|
$
|
4,960
|
$
|
11,660
|
||||
|
Non-cash investing activity:
|
||||||||
|
Plant expenditures included in ending accounts payable
|
$
|
4,387
|
$
|
1,523
|
||||
Connecticut Energy Corporation, a wholly owned subsidiary of UIL Holdings Corporation, is a holding company whose sole business is ownership of the Southern Connecticut Gas Company (SCG). The Consolidated Financial Statements of SCG include the accounts of all variable interest entities where SCG has been determined to be the primary beneficiary including the Milford LNG facility owned by United Resources, Inc., a wholly owned subsidiary of UIL Holdings Corporation.
6
THE SOUTHERN CONNECTICUT GAS COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
September 30, 2015
(Thousands of Dollars)
|
Common Stock
|
Paid-in
|
Retained
Earnings
(Accumulated
|
Accumulated
Other
Comprehensive
|
|||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit)
|
Income (Loss)
|
Total
|
|||||||||||||||||||
|
Balance as of December 31, 2014
|
1,407,072
|
$
|
18,761
|
$
|
369,737
|
$
|
12,718
|
$
|
(241
|
)
|
$
|
400,975
|
||||||||||||
|
Net income
|
19,547
|
19,547
|
||||||||||||||||||||||
|
Other comprehensive loss, net of income taxes
|
(280
|
)
|
(280
|
)
|
||||||||||||||||||||
|
Payment of common stock dividend
|
(15,000
|
)
|
(15,000
|
)
|
||||||||||||||||||||
|
Balance as of September 30, 2015
|
1,407,072
|
$
|
18,761
|
$
|
369,737
|
$
|
17,265
|
$
|
(521
|
)
|
$
|
405,242
|
||||||||||||
Connecticut Energy Corporation, a wholly owned subsidiary of UIL Holdings Corporation, is a holding company whose sole business is ownership of the Southern Connecticut Gas Company (SCG). The Consolidated Financial Statements of SCG include the accounts of all variable interest entities where SCG has been determined to be the primary beneficiary including the Milford LNG facility owned by United Resources, Inc., a wholly owned subsidiary of UIL Holdings Corporation.
7