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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
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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
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Pennsylvania
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23-1174060
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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þ
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Smaller reporting company
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o
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Emerging growth company
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o
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Page
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June 30,
2017 |
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September 30,
2016 |
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June 30,
2016 |
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
4,828
|
|
|
$
|
2,819
|
|
|
$
|
82,449
|
|
Restricted cash
|
2,524
|
|
|
583
|
|
|
212
|
|
|||
Accounts receivable (less allowances for doubtful accounts of $10,050, $3,946 and $7,921, respectively)
|
69,246
|
|
|
44,692
|
|
|
59,301
|
|
|||
Accounts receivable — related parties
|
718
|
|
|
398
|
|
|
638
|
|
|||
Accrued utility revenues
|
5,924
|
|
|
12,753
|
|
|
10,099
|
|
|||
Inventories
|
37,129
|
|
|
42,340
|
|
|
27,009
|
|
|||
Prepaid income taxes
|
428
|
|
|
1,956
|
|
|
—
|
|
|||
Regulatory assets
|
7,759
|
|
|
3,208
|
|
|
3,263
|
|
|||
Derivative instruments
|
942
|
|
|
4,263
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|
|
5,384
|
|
|||
Prepaid expenses & other current assets
|
12,995
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|
|
22,009
|
|
|
33,724
|
|
|||
Total current assets
|
142,493
|
|
|
135,021
|
|
|
222,079
|
|
|||
Property, plant and equipment, at cost (less accumulated depreciation and amortization of $1,008,121, $975,374 and $961,006, respectively)
|
2,174,609
|
|
|
2,023,541
|
|
|
1,945,539
|
|
|||
Goodwill
|
182,145
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|
|
182,145
|
|
|
182,145
|
|
|||
Regulatory assets
|
390,988
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|
|
391,933
|
|
|
342,037
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|
|||
Other assets
|
14,297
|
|
|
10,451
|
|
|
5,501
|
|
|||
Total assets
|
$
|
2,904,532
|
|
|
$
|
2,743,091
|
|
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$
|
2,697,301
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LIABILITIES AND STOCKHOLDER’S EQUITY
|
|
|
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||||||
Current liabilities:
|
|
|
|
|
|
||||||
Current maturities of long-term debt
|
$
|
39,990
|
|
|
$
|
19,986
|
|
|
$
|
19,981
|
|
Short-term borrowings
|
50,000
|
|
|
112,500
|
|
|
130,000
|
|
|||
Accounts payable
|
56,866
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|
|
65,180
|
|
|
50,665
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|
|||
Accounts payable — related parties
|
7,625
|
|
|
3,995
|
|
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5,838
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|
|||
Regulatory liability — deferred fuel and power refunds
|
12,587
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|
22,299
|
|
|
34,432
|
|
|||
Derivative instruments
|
1,056
|
|
|
310
|
|
|
507
|
|
|||
Other current liabilities
|
129,325
|
|
|
109,640
|
|
|
113,011
|
|
|||
Total current liabilities
|
297,449
|
|
|
333,910
|
|
|
354,434
|
|
|||
Long-term debt
|
711,116
|
|
|
651,455
|
|
|
627,422
|
|
|||
Deferred income taxes
|
614,419
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|
|
550,229
|
|
|
545,614
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|
|||
Deferred investment tax credits
|
3,029
|
|
|
3,268
|
|
|
3,348
|
|
|||
Pension and postretirement benefit obligations
|
176,393
|
|
|
184,516
|
|
|
128,932
|
|
|||
Other noncurrent liabilities
|
95,108
|
|
|
94,976
|
|
|
98,652
|
|
|||
Total liabilities
|
1,897,514
|
|
|
1,818,354
|
|
|
1,758,402
|
|
|||
Commitments and contingencies (Note 7)
|
|
|
|
|
|
||||||
Common stockholder’s equity:
|
|
|
|
|
|
||||||
Common Stock, $2.25 par value (authorized — 40,000,000 shares; issued and outstanding — 26,781,785 shares)
|
60,259
|
|
|
60,259
|
|
|
60,259
|
|
|||
Additional paid-in capital
|
473,580
|
|
|
473,580
|
|
|
473,295
|
|
|||
Retained earnings
|
502,603
|
|
|
422,516
|
|
|
434,391
|
|
|||
Accumulated other comprehensive loss
|
(29,424
|
)
|
|
(31,618
|
)
|
|
(29,046
|
)
|
|||
Total common stockholder’s equity
|
1,007,018
|
|
|
924,737
|
|
|
938,899
|
|
|||
Total liabilities and stockholder’s equity
|
$
|
2,904,532
|
|
|
$
|
2,743,091
|
|
|
$
|
2,697,301
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
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June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
$
|
146,692
|
|
|
$
|
140,283
|
|
|
$
|
768,045
|
|
|
$
|
660,312
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales — gas, fuel and purchased power (excluding depreciation shown below)
|
51,979
|
|
|
44,415
|
|
|
325,991
|
|
|
257,288
|
|
||||
Operating and administrative expenses
|
49,031
|
|
|
43,254
|
|
|
148,132
|
|
|
136,406
|
|
||||
Operating and administrative expenses — related parties
|
2,961
|
|
|
2,811
|
|
|
10,059
|
|
|
8,789
|
|
||||
Taxes other than income taxes
|
3,706
|
|
|
3,970
|
|
|
12,342
|
|
|
12,187
|
|
||||
Depreciation
|
17,364
|
|
|
15,877
|
|
|
51,351
|
|
|
47,850
|
|
||||
Amortization
|
548
|
|
|
673
|
|
|
1,651
|
|
|
2,431
|
|
||||
Other operating (income) expense, net
|
(6,568
|
)
|
|
(532
|
)
|
|
(7,796
|
)
|
|
2,769
|
|
||||
|
119,021
|
|
|
110,468
|
|
|
541,730
|
|
|
467,720
|
|
||||
Operating income
|
27,671
|
|
|
29,815
|
|
|
226,315
|
|
|
192,592
|
|
||||
Interest expense
|
10,128
|
|
|
9,158
|
|
|
30,478
|
|
|
27,922
|
|
||||
Income before income taxes
|
17,543
|
|
|
20,657
|
|
|
195,837
|
|
|
164,670
|
|
||||
Income taxes
|
6,846
|
|
|
8,054
|
|
|
75,750
|
|
|
65,422
|
|
||||
Net income
|
$
|
10,697
|
|
|
$
|
12,603
|
|
|
$
|
120,087
|
|
|
$
|
99,248
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
10,697
|
|
|
$
|
12,603
|
|
|
$
|
120,087
|
|
|
$
|
99,248
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Net losses on derivative instruments (net of tax of $0, $0, $0, and $12,016, respectively)
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,943
|
)
|
||||
Reclassifications of net losses on derivative instruments (net of tax of $(355), $(253), $(1,047), and $(782), respectively)
|
501
|
|
|
357
|
|
|
1,477
|
|
|
1,103
|
|
||||
Benefit plans reclassifications of actuarial losses and prior service costs (net of tax of $(169), $(113), $(507), and $(340), respectively)
|
239
|
|
|
160
|
|
|
717
|
|
|
480
|
|
||||
Other comprehensive income (loss)
|
740
|
|
|
517
|
|
|
2,194
|
|
|
(15,360
|
)
|
||||
Comprehensive income
|
$
|
11,437
|
|
|
$
|
13,120
|
|
|
$
|
122,281
|
|
|
$
|
83,888
|
|
|
Nine Months Ended
|
||||||
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
120,087
|
|
|
$
|
99,248
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
53,002
|
|
|
50,281
|
|
||
Deferred income tax expense
|
56,285
|
|
|
66,136
|
|
||
Provision for uncollectible accounts
|
8,184
|
|
|
6,716
|
|
||
Settlement of interest rate protection agreements
|
—
|
|
|
(35,975
|
)
|
||
Other, net
|
4,358
|
|
|
954
|
|
||
Net change in:
|
|
|
|
||||
Accounts receivable and accrued utility revenues
|
(31,471
|
)
|
|
(9,864
|
)
|
||
Inventories
|
5,211
|
|
|
24,707
|
|
||
Deferred fuel and power costs, net of changes in unsettled derivatives
|
(12,571
|
)
|
|
(11,587
|
)
|
||
Accounts payable
|
2,775
|
|
|
(6,062
|
)
|
||
Other current assets
|
9,014
|
|
|
(7,833
|
)
|
||
Other current liabilities
|
21,727
|
|
|
17,763
|
|
||
Net cash provided by operating activities
|
236,601
|
|
|
194,484
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Expenditures for property, plant and equipment
|
(201,916
|
)
|
|
(163,967
|
)
|
||
Net costs of property, plant and equipment disposals
|
(7,734
|
)
|
|
(7,664
|
)
|
||
(Increase) decrease in restricted cash
|
(1,941
|
)
|
|
6,390
|
|
||
Net cash used by investing activities
|
(211,591
|
)
|
|
(165,241
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Payments of dividends
|
(40,000
|
)
|
|
(37,000
|
)
|
||
Issuances of long-term debt, net of issuance costs
|
99,499
|
|
|
99,415
|
|
||
Repayments of long-term debt
|
(20,000
|
)
|
|
(72,000
|
)
|
||
(Decrease) increase in short-term borrowings
|
(62,500
|
)
|
|
58,300
|
|
||
Other
|
—
|
|
|
1,392
|
|
||
Net cash (used) provided by financing activities
|
(23,001
|
)
|
|
50,107
|
|
||
Cash and cash equivalents increase
|
$
|
2,009
|
|
|
$
|
79,350
|
|
CASH AND CASH EQUIVALENTS
|
|
|
|
||||
End of period
|
$
|
4,828
|
|
|
$
|
82,449
|
|
Beginning of period
|
2,819
|
|
|
3,099
|
|
||
Increase
|
$
|
2,009
|
|
|
$
|
79,350
|
|
|
June 30, 2017
|
|
September 30, 2016
|
|
June 30, 2016
|
||||||
Gas Utility natural gas
|
$
|
21,826
|
|
|
$
|
29,223
|
|
|
$
|
13,561
|
|
Materials, supplies and other
|
15,303
|
|
|
13,117
|
|
|
13,448
|
|
|||
Total inventories
|
$
|
37,129
|
|
|
$
|
42,340
|
|
|
$
|
27,009
|
|
|
June 30, 2017
|
|
September 30, 2016
|
|
June 30, 2016
|
||||||
Regulatory assets:
|
|
|
|
|
|
||||||
Income taxes recoverable
|
$
|
122,733
|
|
|
$
|
115,643
|
|
|
$
|
119,604
|
|
Underfunded pension and postretirement plans
|
171,833
|
|
|
183,129
|
|
|
133,356
|
|
|||
Environmental costs
|
61,616
|
|
|
59,397
|
|
|
60,716
|
|
|||
Deferred fuel and power costs
|
7,024
|
|
|
151
|
|
|
—
|
|
|||
Removal costs, net
|
29,405
|
|
|
27,956
|
|
|
22,444
|
|
|||
Other
|
6,136
|
|
|
8,865
|
|
|
9,180
|
|
|||
Total regulatory assets
|
$
|
398,747
|
|
|
$
|
395,141
|
|
|
$
|
345,300
|
|
Regulatory liabilities:
|
|
|
|
|
|
||||||
Postretirement benefits
|
$
|
16,715
|
|
|
$
|
17,519
|
|
|
$
|
19,671
|
|
Deferred fuel and power refunds
|
12,587
|
|
|
22,299
|
|
|
34,432
|
|
|||
State tax benefits — distribution system repairs
|
16,662
|
|
|
15,086
|
|
|
14,604
|
|
|||
Other
|
2,706
|
|
|
665
|
|
|
1,149
|
|
|||
Total regulatory liabilities (a)
|
$
|
48,670
|
|
|
$
|
55,569
|
|
|
$
|
69,856
|
|
(a)
|
Regulatory liabilities, other than deferred fuel and power refunds, are recorded in “Other current liabilities” and “Other noncurrent liabilities” on the Condensed Consolidated Balance Sheets.
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
Three Months Ended June 30,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
|
$
|
2,023
|
|
|
$
|
1,731
|
|
|
$
|
62
|
|
|
$
|
46
|
|
Interest cost
|
|
5,540
|
|
|
5,818
|
|
|
108
|
|
|
116
|
|
||||
Expected return on assets
|
|
(7,497
|
)
|
|
(7,167
|
)
|
|
(164
|
)
|
|
(149
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost (benefit)
|
|
81
|
|
|
87
|
|
|
(160
|
)
|
|
(160
|
)
|
||||
Actuarial loss
|
|
3,706
|
|
|
2,393
|
|
|
28
|
|
|
24
|
|
||||
Net benefit cost (income)
|
|
3,853
|
|
|
2,862
|
|
|
(126
|
)
|
|
(123
|
)
|
||||
Change in associated regulatory liabilities
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
878
|
|
||||
Net benefit cost (income) after change in regulatory liabilities
|
|
$
|
3,853
|
|
|
$
|
2,862
|
|
|
$
|
(249
|
)
|
|
$
|
755
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
Nine Months Ended June 30,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
|
$
|
6,068
|
|
|
$
|
5,195
|
|
|
$
|
184
|
|
|
$
|
137
|
|
Interest cost
|
|
16,618
|
|
|
17,453
|
|
|
323
|
|
|
349
|
|
||||
Expected return on assets
|
|
(22,490
|
)
|
|
(21,502
|
)
|
|
(492
|
)
|
|
(447
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost (benefit)
|
|
244
|
|
|
261
|
|
|
(480
|
)
|
|
(480
|
)
|
||||
Actuarial loss
|
|
11,119
|
|
|
7,179
|
|
|
85
|
|
|
73
|
|
||||
Net benefit cost (income)
|
|
11,559
|
|
|
8,586
|
|
|
(380
|
)
|
|
(368
|
)
|
||||
Change in associated regulatory liabilities
|
|
—
|
|
|
—
|
|
|
(368
|
)
|
|
2,632
|
|
||||
Net benefit cost (income) after change in regulatory liabilities
|
|
$
|
11,559
|
|
|
$
|
8,586
|
|
|
$
|
(748
|
)
|
|
$
|
2,264
|
|
|
Asset (Liability)
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
June 30, 2017:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
1,062
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
1,163
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
(1,157
|
)
|
|
$
|
(68
|
)
|
|
$
|
—
|
|
|
$
|
(1,225
|
)
|
September 30, 2016:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
4,506
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4,510
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
(263
|
)
|
|
$
|
(294
|
)
|
|
$
|
—
|
|
|
$
|
(557
|
)
|
June 30, 2016:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
5,715
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
5,718
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
(341
|
)
|
|
$
|
(391
|
)
|
|
$
|
—
|
|
|
$
|
(732
|
)
|
|
June 30, 2017
|
|
September 30, 2016
|
|
June 30, 2016
|
||||||
Carrying amount
|
$
|
755,000
|
|
|
$
|
675,000
|
|
|
$
|
650,000
|
|
Estimated fair value
|
$
|
788,472
|
|
|
$
|
770,781
|
|
|
$
|
747,588
|
|
|
|
June 30, 2017
|
|
September 30, 2016
|
|
June 30, 2016
|
||||||
Derivative assets:
|
|
|
|
|
|
|
||||||
Derivatives subject to PGC and DS mechanisms:
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
$
|
1,163
|
|
|
$
|
4,472
|
|
|
$
|
5,718
|
|
Derivatives not subject to PGC and DS mechanisms:
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
—
|
|
|
38
|
|
|
—
|
|
|||
Total derivative assets — gross
|
|
1,163
|
|
|
4,510
|
|
|
5,718
|
|
|||
Gross amounts offset in the balance sheet
|
|
(159
|
)
|
|
(247
|
)
|
|
(225
|
)
|
|||
Total derivative assets — net (a)
|
|
$
|
1,004
|
|
|
$
|
4,263
|
|
|
$
|
5,493
|
|
|
|
|
|
|
|
|
||||||
Derivative liabilities:
|
|
|
|
|
|
|
||||||
Derivatives subject to PGC and DS mechanisms:
|
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
$
|
(1,204
|
)
|
|
$
|
(499
|
)
|
|
$
|
(593
|
)
|
Derivatives not subject to PGC and DS mechanisms:
|
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
(21
|
)
|
|
(58
|
)
|
|
(139
|
)
|
|||
Total derivative liabilities — gross
|
|
(1,225
|
)
|
|
(557
|
)
|
|
(732
|
)
|
|||
Gross amounts offset in the balance sheet
|
|
159
|
|
|
247
|
|
|
225
|
|
|||
Total derivative liabilities — net (a)
|
|
$
|
(1,066
|
)
|
|
$
|
(310
|
)
|
|
$
|
(507
|
)
|
(a)
|
Derivative assets and liabilities with maturities greater than one year are recorded in “Other assets” and “Other noncurrent liabilities” on the Condensed Consolidated Balance Sheets.
|
|
|
Loss Recognized in AOCI
|
|
Loss Reclassified from AOCI into Income
|
|
Location of Loss Reclassified from AOCI into Income
|
||||||||||||||
Three Months Ended June 30,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(856
|
)
|
|
$
|
(610
|
)
|
|
Interest expense
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Gain (Loss) Recognized in Income
|
|
Location of Gain (Loss) Recognized in Income
|
|
|
|
|
||||||||||||
Three Months Ended June 30,
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
||||||||
Derivatives Not Subject to PGC and DS Mechanisms:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gasoline contracts
|
|
$
|
(57
|
)
|
|
$
|
27
|
|
|
Operating and administrative expenses
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Loss Recognized in AOCI
|
|
Loss Reclassified from AOCI into Income
|
|
Location of Loss Reclassified from AOCI into Income
|
||||||||||||||
Nine Months Ended June 30,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
—
|
|
|
$
|
(28,959
|
)
|
|
$
|
(2,524
|
)
|
|
$
|
(1,885
|
)
|
|
Interest expense
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Loss Recognized in Income
|
|
Location of Loss Recognized in Income
|
|
|
|
|
||||||||||||
Nine Months Ended June 30,
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
||||||||
Derivatives Not Subject to PGC and DS Mechanisms:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gasoline contracts
|
|
$
|
(25
|
)
|
|
$
|
(93
|
)
|
|
Operating and administrative expenses
|
|
|
|
|
Three Months Ended June 30, 2017
|
|
Postretirement Benefit Plans
|
|
Derivative Instruments
|
|
Total
|
||||||
AOCI — March 31, 2017
|
|
$
|
(11,356
|
)
|
|
$
|
(18,808
|
)
|
|
$
|
(30,164
|
)
|
Reclassifications of benefit plan actuarial losses and prior service costs
|
|
239
|
|
|
—
|
|
|
239
|
|
|||
Reclassifications of net losses on IRPAs
|
|
—
|
|
|
501
|
|
|
501
|
|
|||
AOCI — June 30, 2017
|
|
$
|
(11,117
|
)
|
|
$
|
(18,307
|
)
|
|
$
|
(29,424
|
)
|
|
|
|
|
|
|
|
||||||
Three Months Ended June 30, 2016
|
|
Postretirement Benefit Plans
|
|
Derivative Instruments
|
|
Total
|
||||||
AOCI — March 31, 2016
|
|
$
|
(8,956
|
)
|
|
$
|
(20,607
|
)
|
|
$
|
(29,563
|
)
|
Reclassifications of benefit plan actuarial losses and prior service costs
|
|
160
|
|
|
—
|
|
|
160
|
|
|||
Reclassifications of net losses on IRPAs
|
|
—
|
|
|
357
|
|
|
357
|
|
|||
AOCI — June 30, 2016
|
|
$
|
(8,796
|
)
|
|
$
|
(20,250
|
)
|
|
$
|
(29,046
|
)
|
Nine Months Ended June 30, 2017
|
|
Postretirement Benefit Plans
|
|
Derivative Instruments
|
|
Total
|
||||||
AOCI — September 30, 2016
|
|
$
|
(11,834
|
)
|
|
$
|
(19,784
|
)
|
|
$
|
(31,618
|
)
|
Reclassifications of benefit plans actuarial losses and prior service costs
|
|
717
|
|
|
—
|
|
|
717
|
|
|||
Reclassifications of net losses on IRPAs
|
|
—
|
|
|
1,477
|
|
|
1,477
|
|
|||
AOCI — June 30, 2017
|
|
$
|
(11,117
|
)
|
|
$
|
(18,307
|
)
|
|
$
|
(29,424
|
)
|
|
|
|
|
|
|
|
||||||
Nine Months Ended June 30, 2016
|
|
Postretirement Benefit Plans
|
|
Derivative Instruments
|
|
Total
|
||||||
AOCI — September 30, 2015
|
|
$
|
(9,276
|
)
|
|
$
|
(4,410
|
)
|
|
$
|
(13,686
|
)
|
Net losses on IRPAs
|
|
—
|
|
|
(16,943
|
)
|
|
(16,943
|
)
|
|||
Reclassifications of benefit plans actuarial losses and prior service costs
|
|
480
|
|
|
—
|
|
|
480
|
|
|||
Reclassifications of net losses on IRPAs
|
|
—
|
|
|
1,103
|
|
|
1,103
|
|
|||
AOCI — June 30, 2016
|
|
$
|
(8,796
|
)
|
|
$
|
(20,250
|
)
|
|
$
|
(29,046
|
)
|
|
|
|
|
Reportable Segments
|
||||||||
Three Months Ended June 30, 2017
|
|
Total
|
|
Gas Utility
|
|
Electric Utility
|
||||||
Revenues
|
|
$
|
146,692
|
|
|
$
|
127,849
|
|
|
$
|
18,843
|
|
Cost of sales — gas, fuel and purchased power
|
|
$
|
51,979
|
|
|
$
|
42,180
|
|
|
$
|
9,799
|
|
Depreciation and amortization
|
|
$
|
17,912
|
|
|
$
|
16,845
|
|
|
$
|
1,067
|
|
Operating income
|
|
$
|
27,671
|
|
|
$
|
25,628
|
|
|
$
|
2,043
|
|
Interest expense
|
|
$
|
10,128
|
|
|
$
|
9,601
|
|
|
$
|
527
|
|
Income before income taxes
|
|
$
|
17,543
|
|
|
$
|
16,027
|
|
|
$
|
1,516
|
|
Capital expenditures (including the effects of accruals)
|
|
$
|
79,088
|
|
|
$
|
75,836
|
|
|
$
|
3,252
|
|
|
|
|
|
Reportable Segments
|
||||||||
Three Months Ended June 30, 2016
|
|
Total
|
|
Gas Utility
|
|
Electric Utility
|
||||||
Revenues
|
|
$
|
140,283
|
|
|
$
|
119,995
|
|
|
$
|
20,288
|
|
Cost of sales — gas, fuel and purchased power
|
|
$
|
44,415
|
|
|
$
|
33,715
|
|
|
$
|
10,700
|
|
Depreciation and amortization
|
|
$
|
16,550
|
|
|
$
|
15,339
|
|
|
$
|
1,211
|
|
Operating income
|
|
$
|
29,815
|
|
|
$
|
27,116
|
|
|
$
|
2,699
|
|
Interest expense
|
|
$
|
9,158
|
|
|
$
|
8,670
|
|
|
$
|
488
|
|
Income before income taxes
|
|
$
|
20,657
|
|
|
$
|
18,446
|
|
|
$
|
2,211
|
|
Capital expenditures (including the effects of accruals)
|
|
$
|
56,481
|
|
|
$
|
53,199
|
|
|
$
|
3,282
|
|
|
|
|
|
Reportable Segments
|
||||||||
Nine Months Ended June 30, 2017
|
|
Total
|
|
Gas Utility
|
|
Electric Utility
|
||||||
Revenues
|
|
$
|
768,045
|
|
|
$
|
700,813
|
|
|
$
|
67,232
|
|
Cost of sales — gas, fuel and purchased power
|
|
$
|
325,991
|
|
|
$
|
288,610
|
|
|
$
|
37,381
|
|
Depreciation and amortization
|
|
$
|
53,002
|
|
|
$
|
49,378
|
|
|
$
|
3,624
|
|
Operating income
|
|
$
|
226,315
|
|
|
$
|
219,700
|
|
|
$
|
6,615
|
|
Interest expense
|
|
$
|
30,478
|
|
|
$
|
29,017
|
|
|
$
|
1,461
|
|
Income before income taxes
|
|
$
|
195,837
|
|
|
$
|
190,683
|
|
|
$
|
5,154
|
|
Capital expenditures (including the effects of accruals)
|
|
$
|
199,701
|
|
|
$
|
191,715
|
|
|
$
|
7,986
|
|
|
|
|
|
|
|
|
||||||
As of June 30, 2017
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
2,904,532
|
|
|
$
|
2,743,035
|
|
|
$
|
161,497
|
|
Goodwill
|
|
$
|
182,145
|
|
|
$
|
182,145
|
|
|
$
|
—
|
|
|
|
|
|
Reportable Segments
|
||||||||
Nine Months Ended June 30, 2016
|
|
Total
|
|
Gas Utility
|
|
Electric Utility
|
||||||
Revenues
|
|
$
|
660,312
|
|
|
$
|
595,025
|
|
|
$
|
65,287
|
|
Cost of sales — gas, fuel and purchased power
|
|
$
|
257,288
|
|
|
$
|
221,646
|
|
|
$
|
35,642
|
|
Depreciation and amortization
|
|
$
|
50,281
|
|
|
$
|
46,665
|
|
|
$
|
3,616
|
|
Operating income
|
|
$
|
192,592
|
|
|
$
|
183,940
|
|
|
$
|
8,652
|
|
Interest expense
|
|
$
|
27,922
|
|
|
$
|
26,583
|
|
|
$
|
1,339
|
|
Income before income taxes
|
|
$
|
164,670
|
|
|
$
|
157,357
|
|
|
$
|
7,313
|
|
Capital expenditures (including the effects of accruals)
|
|
$
|
166,058
|
|
|
$
|
158,472
|
|
|
$
|
7,586
|
|
|
|
|
|
|
|
|
||||||
As of June 30, 2016
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
2,697,301
|
|
|
$
|
2,531,573
|
|
|
$
|
165,728
|
|
Goodwill
|
|
$
|
182,145
|
|
|
$
|
182,145
|
|
|
$
|
—
|
|
Three Months Ended June 30,
|
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|||||||||
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|||||||
Gas Utility:
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
|
$
|
127.8
|
|
|
$
|
120.0
|
|
|
$
|
7.8
|
|
|
6.5
|
%
|
Total margin (a)
|
|
$
|
85.6
|
|
|
$
|
86.3
|
|
|
$
|
(0.7
|
)
|
|
(0.8
|
)%
|
Operating and administrative expenses
|
|
$
|
47.2
|
|
|
$
|
41.7
|
|
|
$
|
5.5
|
|
|
13.2
|
%
|
Operating income
|
|
$
|
25.6
|
|
|
$
|
27.1
|
|
|
$
|
(1.5
|
)
|
|
(5.5
|
)%
|
Income before income taxes
|
|
$
|
16.0
|
|
|
$
|
18.4
|
|
|
$
|
(2.4
|
)
|
|
(13.0
|
)%
|
System throughput — billions of cubic feet (“bcf”)
|
|
|
|
|
|
|
|
|
|||||||
Core market
|
|
8.7
|
|
|
10.3
|
|
|
(1.6
|
)
|
|
(15.5
|
)%
|
|||
Total
|
|
46.5
|
|
|
43.6
|
|
|
2.9
|
|
|
6.7
|
%
|
|||
Heating degree days — % (warmer) colder than normal (b)
|
|
(21.2
|
)%
|
|
11.9
|
%
|
|
—
|
|
|
—
|
|
|||
Electric Utility:
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
|
$
|
18.8
|
|
|
$
|
20.3
|
|
|
$
|
(1.5
|
)
|
|
(7.4
|
)%
|
Total margin (a)
|
|
$
|
8.0
|
|
|
$
|
8.5
|
|
|
$
|
(0.5
|
)
|
|
(5.9
|
)%
|
Operating and administrative expenses
|
|
$
|
4.7
|
|
|
$
|
4.4
|
|
|
$
|
0.3
|
|
|
6.8
|
%
|
Operating income
|
|
$
|
2.0
|
|
|
$
|
2.7
|
|
|
$
|
(0.7
|
)
|
|
(25.9
|
)%
|
Income before income taxes
|
|
$
|
1.5
|
|
|
$
|
2.2
|
|
|
$
|
(0.7
|
)
|
|
(31.8
|
)%
|
Distribution sales — millions of kilowatt-hours (“gwh”)
|
|
209.5
|
|
|
215.7
|
|
|
(6.2
|
)
|
|
(2.9
|
)%
|
(a)
|
Gas Utility’s total margin represents total revenues less total cost of sales. Electric Utility’s total margin represents total revenues less total cost of sales and revenue-related taxes, i.e. Electric Utility gross receipts taxes, of
$1.0 million
and
$1.1 million
during the
three
months ended
June 30, 2017
and
2016
, respectively. For financial statement purposes, revenue-related taxes are included in “Taxes other than income taxes” on the Condensed Consolidated Statements of Income.
|
(b)
|
Deviation from average heating degree days for the 15-year period 2000-2014 based upon weather statistics provided by the National Oceanic and Atmospheric Administration (“NOAA”) for airports located within Gas Utility’s service territory.
|
Nine Months Ended June 30,
|
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|||||||||
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|||||||
Gas Utility:
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
|
$
|
700.8
|
|
|
$
|
595.0
|
|
|
$
|
105.8
|
|
|
17.8
|
%
|
Total margin (a)
|
|
$
|
412.2
|
|
|
$
|
373.4
|
|
|
$
|
38.8
|
|
|
10.4
|
%
|
Operating and administrative expenses
|
|
$
|
142.7
|
|
|
$
|
132.0
|
|
|
$
|
10.7
|
|
|
8.1
|
%
|
Operating income
|
|
$
|
219.7
|
|
|
$
|
183.9
|
|
|
$
|
35.8
|
|
|
19.5
|
%
|
Income before income taxes
|
|
$
|
190.7
|
|
|
$
|
157.4
|
|
|
$
|
33.3
|
|
|
21.2
|
%
|
System throughput — billions of cubic feet (“bcf”)
|
|
|
|
|
|
|
|
|
|||||||
Core market
|
|
65.4
|
|
|
61.7
|
|
|
3.7
|
|
|
6.0
|
%
|
|||
Total
|
|
194.6
|
|
|
165.6
|
|
|
29.0
|
|
|
17.5
|
%
|
|||
Heating degree days — % (warmer) than normal (b)
|
|
(11.3
|
)%
|
|
(12.9
|
)%
|
|
—
|
|
|
—
|
|
|||
Electric Utility:
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
|
$
|
67.2
|
|
|
$
|
65.3
|
|
|
$
|
1.9
|
|
|
2.9
|
%
|
Total margin (a)
|
|
$
|
26.3
|
|
|
$
|
26.2
|
|
|
$
|
0.1
|
|
|
0.4
|
%
|
Operating and administrative expenses
|
|
$
|
15.4
|
|
|
$
|
13.1
|
|
|
$
|
2.3
|
|
|
17.6
|
%
|
Operating income
|
|
$
|
6.6
|
|
|
$
|
8.7
|
|
|
$
|
(2.1
|
)
|
|
(24.1
|
)%
|
Income before income taxes
|
|
$
|
5.2
|
|
|
$
|
7.3
|
|
|
$
|
(2.1
|
)
|
|
(28.8
|
)%
|
Distribution sales — millions of kilowatt-hours (“gwh”)
|
|
710.5
|
|
|
706.0
|
|
|
4.5
|
|
|
0.6
|
%
|
(a)
|
Gas Utility’s total margin represents total revenues less total cost of sales. Electric Utility’s total margin represents total revenues less total cost of sales and revenue-related taxes, i.e. Electric Utility gross receipts taxes, of
$3.5 million
and
$3.5 million
during the
nine
months ended
June 30, 2017
and
2016
, respectively. For financial statement purposes, revenue-related taxes are included in “Taxes other than income taxes” on the Condensed Consolidated Statements of Income.
|
(b)
|
Deviation from average heating degree days for the 15-year period 2000-2014 based upon weather statistics provided by NOAA for airports located within Gas Utility’s service territory.
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Change in Internal Control over Financial Reporting
|
Exhibit No.
|
Exhibit
|
Registrant
|
Filing
|
Exhibit
|
|
|
|
|
|
3.1
|
Bylaws of UGI Utilities, Inc., Amended and Restated as of July 25, 2017.
|
Utilities
|
Form 8-K (7/25/17)
|
3.1
|
|
|
|
|
|
10.1
|
UGI Utilities, Inc. Senior Executive Employee Severance Plan, as amended as of July 10, 2017.
|
|
|
|
|
|
|
|
|
10.2
|
UGI Corporation 2009 Supplemental Executive Retirement Plan for New Employees, as Amended and Restated as of June 15, 2017.
|
UGI
|
Form 10-Q
(6/30/17)
|
10.1
|
|
|
|
|
|
10.3
|
Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Nonqualified Stock Option Grant Letter for UGI, Utilities and AmeriGas Employees, dated January 1, 2017.
|
UGI
|
Form 10-Q
(6/30/17)
|
10.2
|
|
|
|
|
|
10.4
|
Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Performance Unit Grant Letter for UGI and Utilities Employees, dated January 1, 2017.
|
UGI
|
Form 10-Q
(6/30/17)
|
10.3
|
|
|
|
|
|
10.5
|
UGI Corporation 2009 Deferral Plan, as amended and restated effective June 15, 2017.
|
UGI
|
Form 10-Q
(6/30/17)
|
10.6
|
|
|
|
|
|
12.1
|
Computation of ratio of earnings to fixed charges
|
|
|
|
|
|
|
|
|
31.1
|
Certification by the Chief Executive Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2017, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
31.2
|
Certification by the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2017, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
32
|
Certification by the Chief Executive Officer and the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2017, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance
|
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase
|
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
UGI Utilities, Inc.
(Registrant)
|
||
Date:
|
August 4, 2017
|
By:
|
/s/ Daniel J. Platt
|
|
|
|
|
Daniel J. Platt
Vice President - Finance and
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
Date:
|
August 4, 2017
|
By:
|
/s/ Megan Mattern
|
|
|
|
|
Megan Mattern
Controller & Principal Accounting Officer
|
|
|
10.1
|
UGI Utilities, Inc. Senior Executive Employee Severance Plan, as amended as of July 10, 2017.
|
|
|
12.1
|
Computation of ratio of earnings to fixed charges.
|
|
|
31.1
|
Certification by the Chief Executive Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2017, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification by the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2017, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32
|
Certification by the Chief Executive Officer and the Chief Financial Officer relating to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2017, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS
|
XBRL Instance
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
ARTICLE I
|
PURPOSE AND TERM OF PLAN 1
|
ARTICLE II
|
DEFINITIONS 2
|
ARTICLE III
|
PARTICIPATION AND ELIGIBILITY FOR BENEFITS 6
|
ARTICLE IV
|
BENEFITS 8
|
ARTICLE V
|
METHOD AND DURATION OF BENEFIT PAYMENTS 11
|
ARTICLE VI
|
ADMINISTRATION 12
|
ARTICLE VII
|
AMENDMENT AND TERMINATION 14
|
ARTICLE VIII
|
DUTIES OF THE COMPANY 15
|
ARTICLE IX
|
CLAIMS PROCEDURES 16
|
ARTICLE X
|
MISCELLANEOUS 19
|
|
i
|
|
|
Nine Months Ended June 30,
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Year Ended September 30,
|
|||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings before income taxes
|
$
|
195,837
|
|
|
$
|
163,271
|
|
|
$
|
200,539
|
|
|
$
|
207,929
|
|
|
$
|
171,010
|
|
Interest expense
|
30,188
|
|
|
37,285
|
|
|
40,400
|
|
|
37,897
|
|
|
38,578
|
|
|||||
Amortization of debt discount and
|
|
|
|
|
|
|
|
|
|
||||||||||
expense
|
290
|
|
|
345
|
|
|
728
|
|
|
575
|
|
|
731
|
|
|||||
Estimated interest component of
|
|
|
|
|
|
|
|
|
|
||||||||||
rental expense
|
1,890
|
|
|
2,512
|
|
|
2,728
|
|
|
2,398
|
|
|
2,090
|
|
|||||
|
$
|
228,205
|
|
|
$
|
203,413
|
|
|
$
|
244,395
|
|
|
$
|
248,799
|
|
|
$
|
212,409
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
30,188
|
|
|
$
|
37,285
|
|
|
$
|
40,400
|
|
|
$
|
37,897
|
|
|
$
|
38,578
|
|
Amortization of debt discount and
|
|
|
|
|
|
|
|
|
|
||||||||||
expense
|
290
|
|
|
345
|
|
|
728
|
|
|
575
|
|
|
731
|
|
|||||
Allowance for funds used during
|
|
|
|
|
|
|
|
|
|
||||||||||
construction (capitalized interest)
|
940
|
|
|
602
|
|
|
407
|
|
|
227
|
|
|
286
|
|
|||||
Estimated interest component of
|
|
|
|
|
|
|
|
|
|
||||||||||
rental expense
|
1,890
|
|
|
2,512
|
|
|
2,728
|
|
|
2,398
|
|
|
2,090
|
|
|||||
|
$
|
33,308
|
|
|
$
|
40,744
|
|
|
$
|
44,263
|
|
|
$
|
41,097
|
|
|
$
|
41,685
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
6.85
|
|
|
4.99
|
|
|
5.52
|
|
|
6.05
|
|
|
5.10
|
|
1.
|
I have reviewed this periodic report on Form 10-Q of UGI Utilities, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Robert F. Beard
|
|
|
Robert F. Beard
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this periodic report on Form 10-Q of UGI Utilities, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Daniel J. Platt
|
|
|
Daniel J. Platt
|
|
|
Vice President - Finance and Chief Financial Officer
|
|
(1)
|
The Company’s periodic report on Form 10-Q for the period ended
June 30, 2017
(the “Form 10-Q”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
CHIEF EXECUTIVE OFFICER
|
|
CHIEF FINANCIAL OFFICER
|
|
||
|
|
|
|
|
|
/s/ Robert F. Beard
|
|
/s/ Daniel J. Platt
|
|
||
Robert F. Beard
|
|
Daniel J. Platt
|
|
||
|
|
|
|
|
|
Date:
|
August 4, 2017
|
|
Date:
|
August 4, 2017
|
|