UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period _________________ to ___________________ Commission File Number 0-2602 BLACKSTONE VALLEY ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Rhode Island 05-0108587 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Washington Highway, Lincoln, Rhode Island (Address of principal executive offices) 02865 (Zip Code) (401)333-1400 (Registrant's telephone number including area code) 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....X......No.......... Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Class Outstanding at April 30, 1996 Common Shares, $50 par value 184,062 shares PART I - FINANCIAL INFORMATION PART I - FINANCIAL INFORMATION Item 1. Financial Statements BLACKSTONE VALLEY ELECTRIC COMPANY CONDENSED BALANCE SHEETS (In Thousands) March 31, December 31, ASSETS 1996 1995 Utility Plant in Service $ 135,217 $ 135,148 Less: Accumulated Provision for Depreciation and Amortization 49,545 48,023 Net Utility Plant in Service 85,672 87,125 Construction Work in Progress 2,070 1,355 Net Utility Plant 87,742 88,480 Current Assets: Cash and Temporary Cash Investments 1,200 753 Accounts Receivable - Associated Companies 362 429 - Other 13,809 17,319 Materials, Supplies and Other Current Assets 1,375 1,332 Total Current Assets 16,746 19,833 Deferred Debits and Other Non-Current Assets 15,994 15,665 Total Assets $ 120,482 $ 123,978 LIABILITIES AND CAPITALIZATION Capitalization: Common Stock, $50 Par Value $ 9,203 $ 9,203 Other Paid-In Capital 17,908 17,908 Retained Earnings 10,047 9,934 Total Common Equity 37,158 37,045 Non-Redeemable Preferred Stock 6,130 6,130 Long-Term Debt 36,500 36,500 Total Capitalization 79,788 79,675 Current Liabilities: Current Maturities 1,500 1,500 Notes Payable 1,259 Accounts Payable - Associated Companies 13,510 17,371 - Other 188 282 Taxes Accrued 3,253 1,777 Interest Accrued 1,031 981 Other Current Liabilities 2,775 1,495 Total Current Liabilities 22,257 24,665 Accumulated Deferred Taxes, Deferred Credits and Other Non-Current Liabilities 18,437 19,638 Total Liabilities and Capitalization $ 120,482 $ 123,978 See accompanying notes to condensed financial statements. BLACKSTONE VALLEY ELECTRIC COMPANY CONDENSED STATEMENTS OF INCOME (In Thousands) Three Months Ended March 31, 1996 1995 Operating Revenues $ 33,436 $ 34,219 Operating Expenses: Purchased Power (principally from an affiliate) 21,555 22,842 Other Operation and Maintenance 5,335 4,870 Depreciation 1,399 1,376 Taxes - Other Than Income 2,277 2,346 - Current Income 1,941 866 - Deferred Income (Credit) (1,344) (277) Total 31,163 32,023 Operating Income 2,273 2,196 Other Income (Deductions) - Net (24) (28) Income Before Interest Charges 2,249 2,168 Interest Charges: Interest on Long-Term Debt 839 881 Other Interest Expense 144 155 Allowance for Borrowed Funds Used During Construction (Credit) (8) (11) Net Interest Charges 975 1,025 Net Income 1,274 1,143 Preferred Dividend Requirements 72 72 Net Earnings $ 1,202 $ 1,071 See accompanying notes to condensed financial statements. BLACKSTONE VALLEY ELECTRIC COMPANY CONDENSED STATEMENTS OF CASH FLOWS (In Thousands) Three Months Ended March 31, 1996 1995 CASH FLOW FROM OPERATING ACTIVITIES: Net Income $ 1,274 $ 1,143 Adjustments to Reconcile Net Income to Net Cash Provided from Operating Activities: Depreciation and Amortization 1,458 1,567 Deferred Taxes (1,344) (277) Investment Tax Credit, Net (46) (46) Allowance for Funds Used During Construction (8) Other - Net (268) (482) Change in Operating Assets and Liabilities 2,386 958 Net Cash Provided From Operating Activities 3,460 2,855 CASH FLOW FROM INVESTING ACTIVITIES: Construction Expenditures (594) (2,430) Net Cash (Used In) Investing Activities (594) (2,430) CASH FLOW FROM FINANCING ACTIVITIES: Redemptions: Long-Term Debt Common Stock Dividends Paid to EUA (1,088) (985) Preferred Dividends Paid (72) (72) Net (Decrease) Increase in Short-Term Debt (1,259) 650 Net Cash (Used In) Financing Activities (2,419) (407) Net Increase in Cash and Temporary Cash Investments 447 18 Cash and Temporary Cash Investments at Beginning of Period 753 472 Cash and Temporary Cash Investments at End of Period $ 1,200 $ 490 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest (Net of Amount Capitalized) $ 713 $ 788 Income Taxes $ - $ 170 See accompanying notes to condensed financial statements. BLACKSTONE VALLEY ELECTRIC COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS The accompanying Notes should be read in conjunction with the Notes to Financial Statements appearing in the Blackstone Valley Electric Company's (Blackstone or the Company) 1995 Annual Report on Form 10-K. Note A - In the opinion of the Company, the accompanying unaudited condensed financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 1996 and the results of operations and cash flows for the three months ended March 31, 1996 and 1995. Certain reclassifications have been made to prior period financial statements to conform to current period classifications. The year- end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required under generally accepted accounting principles. Note B - Results shown above for the respective interim periods are not necessarily indicative of results to be expected for the fiscal years due to seasonal factors which are inherent in electric utilities in New England. A greater proportionate amount of revenues is earned in the first and fourth quarters (winter season) of each year because more electricity is sold due to weather conditions, fewer daylight hours, etc. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following is Management's discussion and analysis of certain significant factors affecting the Company's earnings and financial condition for the interim periods presented in this Form 10-Q. Overview Net Earnings were $1.2 million for the three month period ending March 31, 1996 as compared to $1.1 million for the same period in 1995 reflecting a 1.5% increase in year-to-date kilowatthour (kWh) sales. Operating Revenues Operating Revenues for the quarter ended March 31, 1996 decreased approximately $0.8 million as compared to the same period in 1995. The decrease was primarily due to recoveries of decreased purchased power expense of $1.3 million (see below) offset somewhat by increased transmission rental revenues and the impact of increased kWh sales. Operating Expense Purchased Power expense for the first quarter of 1996 decreased by approximately $1.3 million due primarily decreased conservation and load management (C&LM) expense of approximately $0.7 million and a 2.7% decrease in the average cost of fuel. Other Operation and Maintenance (O&M) expenses during the quarter ended March 31, 1996 increased by approximately $0.5 million or 9.6% when compared to the same period in the previous year primarily as a result of a decrease in capitalized costs and C&LM expenses recorded as Other O&M expenses in 1996 of approximately $0.2 million. Income Taxes Blackstone's effective income tax rate for the quarter ended March 31, 1996 was approximately 31.8% compared to 33.7% for the same period of a year ago. This decrease is the result of increased allocated consolidated tax benefits and increased state tax benefits. Liquidity and Sources of Capital Blackstone's need for permanent capital is primarily related to investments in facilities required to meet the needs of its existing and future customers. Traditionally, construction requirements in excess of internally generated funds are financed through short-term borrowings which are ultimately funded with permanent capital. At March 31, 1996 EUA System companies, including Blackstone, maintained short-term lines of credit with various banks aggregating approximately $150 million. These credit lines are available to other affiliated companies under joint credit line arrangements. At March 31, 1996, these unused EUA System short-term lines of credit amounted to approximately $108 million. Blackstone had no short-term debt outstanding at March 31, 1996. During the first three months of 1996, internally generated funds amounted to approximately $0.2 million while cash construction requirements for the same period amounted to approximately $0.6 million. Electric Utility Industry Restructuring The electric industry is in a period of transition from a traditional rate regulated environment to a competitive marketplace. While competition in the wholesale electric market is not new, electric utilities are facing impending competition in the retail sector. In 1995, Eastern Edison, Blackstone and Newport participated with collaborative groups in their respective states consisting of other utilities, industrial users, environmental groups and consumer advocates in submitting similar sets of interdependent principles with their respective state regulatory commissions addressing electric utility industry restructuring. These filings were intended to be statements of the consensus position by the signatories of the principles that should underlie any electric industry restructuring proposal and include but are not limited to principles addressing stranded cost recovery, unbundling of services and demand side management programs. Each set of principles was submitted on the condition they be approved in full by the respective Commissions. The Rhode Island Public Utilities Commission (RIPUC) accepted all but one of the principles submitted by the Rhode Island Collaborative with minor modifications to certain language in others and added a new principle which supports negotiation (as opposed to litigation) to resolve conflicts as restructuring moves forward and directed the Rhode Island Collaborative to proceed with negotiations on the issues presented in the principles and to submit a progress report, which was submitted in February 1996. The one principle that was not accepted provided for subsidization of renewable energy sources. In February 1996 a bill was introduced in the Rhode Island legislature that, if enacted, would allow customer choice of electricity supplier commencing January 1, 1998 for large industrial customers and phasing in all customers by January 1, 2001. The proposed legislation also provides for recovery of "stranded investments" through a transition charge initially set at three cents per kWh. EUA believes that the development of the proposed legislation should have been conducted in a public forum so that all interested stakeholders could have participated. However, EUA believes that competition, if done right, whether through legislation or regulation can benefit customers. There are substantial issues about the proposed legislation which EUA is currently reviewing. In August 1995, the Massachusetts Department of Public Utilities (MDPU) issued an order enumerating principles, similar to those submitted by the Massachusetts Collaborative, that describe the key characteristics of a restructured electric industry and provides for, among other things, customer choice of electric service providers, services, pricing options and payment terms, an opportunity for customers to share in the benefits of increased competition, full and fair competition in the generation markets and incentive regulation for distribution services where regulation will still exist. This order sets out principles for the transition from a regulated to a competitive industry structure and identifies conditions for the transition process which will require investor-owned utilities to unbundle rates, provide consumers with accurate price signals and allow customers choice of generation services. The order also provides for the principle of recovery of net, non-mitigable stranded costs by investor-owned utilities resulting from the industry restructuring. Each Massachusetts investor-owned utility is required to file restructuring proposals for moving from the current regulated industry structure to a competitive generation market. The schedule for the filing requirement is staggered. The initial group of utilities was required to file their proposals in February 1996. The second group is required to file within three months of the MDPU's orders on the first group of submissions. Eastern Edison Company filed its proposal, "Choice and Competition" (see below) with the first group of proposals and is awaiting MDPU review. On May 1, 1996 the MDPU issued proposed rules for the restructuring of the electric industry which are intended to reduce electricity costs over time and provide broad customer choice of electric supplier promoting full and fair competition in the generation of electricity. These proposed rules, which amplify the principles set forth in the August 1995 order, were issued for public comment and hearing before final rules are adopted in September 1996. The proposed rules provide for, among other things: - an independent system operator of the regional transmission system in New England operating within established reliability standards and a power exchange which would facilitate a short-term pool for energy transactions; - functional separation of electric companies into generation, transmission and distribution corporate entities; - a reasonable opportunity for recovery of net, non-mitigable stranded costs periodically subject to some degree of reconciliation; - a price cap system for performance based regulation of electric distribution companies; - distribution company obligation to provide electric distribution service to all customers within its service territory; - environmental protection and support for renewable energy resources and energy efficiency; - implementation of unbundled rates beginning January 1, 1997 and a competitive generation market by January 1, 1998; The order also encourages settlements of outstanding company specific electric restructuring filings, discussed above. EUA is currently reviewing the order and will continue to be an active participant in this proceeding. In January 1996, EUA unveiled its preliminary proposal for a restructured electric utility industry called "Choice and Competition" and began discussions with the Rhode Island and Massachusetts Collaboratives. The plan proposes, among other things: choice of power supplier by all customers as early as January 1998; open access transmission services; performance based rates for electric distribution services; all utility generation competing for power sales and; a transition charge allowing regional utilities the opportunity to recover, among other things, the costs of past commitments to nuclear and independent power. The company believes the plan, which requires participation by all New England parties, satisfies the principles adopted in both Rhode Island and Massachusetts, and provides a fair and equitable transition to a competitive electric utility marketplace for all parties. Historically, electric rates have been designed to recover a utility's full costs of providing electric service including recovery of investment in plant assets. Also, in a regulated environment, electric utilities are subject to certain accounting rules that are not applicable to other industries. These accounting rules allow regulated companies, in appropriate circumstances, to establish regulatory assets and liabilities, which defer the current financial impact of certain costs that are expected to be recovered in future rates. EUA believes that its Core Electric operations continue to meet the criteria established in these accounting standards. Effects of legislation and/or regulatory initiatives or EUA's own initiatives such as "Choice and Competition" could ultimately cause EUA's Core Electric companies to no longer follow these accounting rules. In such an event, a non-cash write-off of regulatory assets and liabilities could be required at that time. In addition, if legislative or regulatory changes and/or competition result in electric rates which do not fully recover the company's costs, a write-down of plant assets could be required pursuant to Financial Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (FAS121) issued in March 1995, effective for fiscal year 1996. Item 5. Other Information On April 24, 1996, the Federal Energy Regulatory Commission (FERC) issued orders on its March 24, 1995 Notice of Proposed Rulemaking (NOPR). FERC's purpose in proposing the new rules was to encourage competition in the bulk power market. The FERC's April 24th actions include: - order No. 888, a final rule requiring open access transmission and requiring all public utilities that own, operate or control interstate transmission to file tariffs that offer others the same transmission services they provide themselves, under comparable terms and conditions. Utilities must take transmission service for their own wholesale transactions under the terms and conditions of the tariff; - recovery of prudently incurred stranded costs by public utilities and transmitting utilities; - order No. 889, a final rule requiring public utilities to implement standards of conduct and an Open Access Same - time Information System (OASIS). Utilities must obtain information about their transmission the same way as their competitors through the OASIS; - a Notice of Proposed Rulemaking (NOPR) requesting comment on replacing the single tariff contained in the final open access rule with a capacity reservation tariff that would reveal how much transmission is available at any given time. Open-access transmission tariffs for point-to-point and network service filed with FERC by Montaup in February 1996 became effective April 21, 1996 subject to refund. Montaup believes these tariffs, scheduled for review by FERC later in 1996, to be in compliance with FERC's April 24th rulings. EUA remains committed to achieving a fair and equitable transition to a competitive electric utility marketplace. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - None (b) Reports on Form 8-K - None. 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. Blackstone Valley Electric Company (Registrant) Date: May 15, 1996 /s/ Clifford J. Hebert, Jr. Clifford J. Hebert, Jr. (on behalf of the Registrant and as Chief Financial Officer)