<PAGE 1> UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549-1004 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 September 30, 1994 OR 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 2-30057 CANAL ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Massachusetts 04-1733577 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Main Street, Cambridge, Massachusetts 02142-9150 (Address of principal executive offices) (Zip Code) (617) 225-4000 (Registrant's telephone number, including area code) (Former name, address and fiscal year, if changed since last report.) 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 practicable date. Outstanding at Class of Common Stock November 1, 1994 Common Stock, $25 par value 1,523,200 shares The Company meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q as a wholly-owned subsidiary and is therefore filing this Form with the reduced disclosure format. <PAGE 2> PART I - FINANCIAL INFORMATION Item 1. Financial Statements CANAL ELECTRIC COMPANY CONDENSED BALANCE SHEETS SEPTEMBER 30, 1994 AND DECEMBER 31, 1993 ASSETS (Unaudited) September 30, December 31, 1994 1993 (Dollars in Thousands) PROPERTY, PLANT AND EQUIPMENT, at original cost $408 020 $404 768 Less - Accumulated depreciation and amortization 149 293 137 720 258 727 267 048 Add - Construction work in progress 3 668 2 501 Nuclear fuel in process 220 1 641 262 615 271 190 LEASED PROPERTY, net 13 719 14 150 INVESTMENTS Equity in corporate joint venture 3 867 3 861 CURRENT ASSETS Cash 14 12 Accounts receivable Affiliated companies 10 317 12 215 Other 5 073 9 549 Electric production fuel oil 782 663 Prepaid taxes - Property 1 398 891 Income 1 734 720 Other 2 828 3 602 22 146 27 652 DEFERRED CHARGES Seabrook 1 7 991 9 002 Seabrook 2 5 608 6 937 Other 13 439 11 509 27 038 27 448 $329 385 $344 301 <PAGE 3> CANAL ELECTRIC COMPANY CONDENSED BALANCE SHEETS SEPTEMBER 30, 1994 AND DECEMBER 31, 1993 CAPITALIZATION AND LIABILITIES (Unaudited) September 30, December 31, 1994 1993 (Dollars in Thousands) CAPITALIZATION Common Equity - Common stock, $25 par value - Authorized - 2,328,200 shares Outstanding - 1,523,200 shares, wholly-owned by Commonwealth Energy System (Parent) $ 38 080 $ 38 080 Amounts paid in excess of par value 8 321 8 321 Retained earnings 52 963 48 151 99 364 94 552 Long-term debt, including premiums, less current sinking fund requirements 87 897 88 446 187 261 182 998 CAPITAL LEASE OBLIGATIONS 13 145 13 575 CURRENT LIABILITIES Interim Financing - Notes payable to banks 4 375 28 000 Advances from affiliates 15 025 8 310 19 400 36 310 Other Current Liabilities - Current sinking fund requirements 1 110 1 110 Accounts payable - Affiliated companies 1 308 1 829 Other 9 640 15 244 Accrued taxes - Income 424 460 Local property and other 1 627 923 Capital lease obligations 574 575 Accrued interest and other 4 115 3 547 18 798 23 688 38 198 59 998 DEFERRED CREDITS Accumulated deferred income taxes 72 311 70 854 Unamortized investment tax credits and other 18 470 16 876 90 781 87 730 COMMITMENTS AND CONTINGENCIES $329 385 $344 301 See accompanying notes. <PAGE 4> CANAL ELECTRIC COMPANY CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993 (Unaudited) Three Months Ended Nine Months Ended 1994 1993 1994 1993 (Dollars in Thousands) ELECTRIC OPERATING REVENUES Sales to affiliated companies $31 882 $35 507 $ 97 384 $101 837 Sales to non-affiliated companies 20 248 18 185 59 833 55 150 52 130 53 692 157 217 156 987 OPERATING EXPENSES Fuel used in production 21 983 24 908 67 915 68 763 Electricity purchased for resale 7 758 7 554 22 392 20 702 Other operation and maintenance 10 008 8 562 29 267 28 307 Depreciation 3 414 3 376 10 244 10 127 Taxes - Income 2 253 2 786 6 949 7 793 Local property 715 357 2 094 2 053 Payroll and other 178 151 586 602 46 309 47 694 139 447 138 347 OPERATING INCOME 5 821 5 998 17 770 18 640 OTHER INCOME 57 262 187 728 INCOME BEFORE INTEREST CHARGES 5 878 6 260 17 957 19 368 INTEREST CHARGES Long-term debt 2 069 2 336 6 217 7 019 Other interest charges 314 127 909 542 Allowance for borrowed funds used during construction (3) (25) (74) (53) 2 380 2 438 7 052 7 508 NET INCOME 3 498 3 822 10 905 11 860 RETAINED EARNINGS - Beginning of period 52 512 61 874 48 151 64 498 Dividends on common stock (3 047) (3 991) (6 093) (14 653) RETAINED EARNINGS - End of period $52 963 $61 705 $ 52 963 $ 61 705 See accompanying notes. <PAGE 5> CANAL ELECTRIC COMPANY CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993 (Unaudited) 1994 1993 (Dollars in Thousands) OPERATING ACTIVITIES Net income $10 905 $11 860 Effects of non-cash items - Depreciation and amortization 14 375 14 432 Deferred income taxes and investment tax credits, net 870 132 Earnings from corporate joint venture (381) (448) Dividends from corporate joint venture 375 533 Change in working capital, exclusive of cash and interim financing 618 6 348 All other operating items (161) (510) Net cash provided by operating activities 26 601 32 347 INVESTING ACTIVITIES Additions to property, plant and equipment (exclusive of AFUDC) (2 973) (4 089) Allowance for borrowed funds used during construction (74) (53) Net cash used for investing activities (3 047) (4 142) FINANCING ACTIVITIES Payment of short-term borrowings (23 625) (15 175) Payment of dividends (6 093) (14 653) Advances from affiliates 6 715 1 760 Sinking fund payments (549) (571) Net cash used for financing activities (23 552) (28 639) Net increase (decrease) in cash 2 (434) Cash at beginning of period 12 446 Cash at end of period $ 14 $ 12 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest (net of capitalized amounts) $ 4 559 $ 6 532 Income taxes $ 7 220 $ 8 186 See accompanying notes. <PAGE 6> CANAL ELECTRIC COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS (1) Accounting Policies Canal Electric Company (the Company) is a wholly-owned subsidiary of Commonwealth Energy System. The parent company is referred to in this report as the "System" and together with its subsidiaries is collectively referred to as "the system." The Company's significant accounting policies are described in Note 1 of Notes to Financial Statements included in its 1993 Annual Report on Form 10-K filed with the Securities and Exchange Commission. For interim reporting purposes, the Company follows these same basic accounting policies but considers each interim period as an integral part of an annual period and makes allocations of certain expenses to interim periods based upon estimates of such expenses for the year. The Company has established various regulatory assets in cases where the Massachusetts Department of Public Utilities (DPU) and/or the Federal Energy Regulatory Commission (FERC) have permitted, or are expected to permit, recovery of specific costs over time. As of September 30, 1994, principal regulatory assets included in deferred charges were $13.2 million for abandonment and nonconstruction costs related to the Seabrook project and $7.3 million related to deferred income taxes. Generally, expenses which benefit more than one interim period are allocated to other periods to more appropriately match revenues and expenses. Income tax expense is recorded using the statutory rates in effect applied to book income subject to tax recorded in the interim period. The unaudited financial statements for the periods ended September 30, 1994 and 1993 reflect, in the opinion of the Company, all adjustments (consisting of only normal recurring accruals) necessary to summarize fairly the results for such periods. In addition, certain prior period amounts are reclassified from time to time to conform with the presentation used in the current period's financial statements. The Company is a wholesale power company and operates its two generating units under life-of-the-unit power contracts on file with the FERC. The price of power under the power contracts is based on a two-part rate consisting of a demand charge and an energy charge. The demand charge covers all expenses except fuel costs and includes the recovery of the original investment. It also provides for any adjustments to that investment over the economic lives of the units. The energy charge is based on the cost of fuel and is billed to each purchaser in proportion to its purchase of power. Purchasers are billed monthly. The Company also procures bulk electric power at the request of and for its affiliates thereby securing cost savings for their respective customers by planning for a power supply on a single system basis. <PAGE 7> CANAL ELECTRIC COMPANY (2) Commitments and Contingencies Construction The Company is engaged in a continuous construction program presently estimated at $64.8 million for the five-year period 1994 through 1998. Of that amount, $13.2 million is estimated for 1994. As of September 30, 1994, construction expenditures, including an allowance for funds used during construction, amounted to approximately $3 million. The majority of 1994 construction expenditures are anticipated to be incurred during the fourth quarter of 1994. The Company's program is subject to periodic review and revision. (3) Decommissioning of Seabrook Nuclear Power Plant The Company and the other joint owners of Seabrook have established a Seabrook Nuclear Decommissioning Financing Fund to cover post operational decommissioning costs. The estimated cost to decommission the plant is $378 million, in 1994 dollars, through September 30, 1994. The Company's share of this liability (approximately $13.3 million) less its share of the market value of the decommissioning trust ($995,000) amounts to approximately $12.3 million. <PAGE 8> CANAL ELECTRIC COMPANY Item 2. Management's Discussion and Analysis of Results of Operations The following is a discussion of certain significant factors which have affected operating revenues, expenses and net income during the periods included in the accompanying condensed statements of income. This discussion should be read in conjunction with the Notes to Condensed Financial Statements appearing elsewhere in this report. A summary of the period to period changes in the principal items included in the condensed statements of income for the three and nine months ended September 30, 1994 and 1993 is shown below: Three Months Ended Nine Months Ended September 30, September 30, 1994 and 1993 1994 and 1993 Increase (Decrease) (Dollars in Thousands) Electric Operating Revenues $ (1 562) (2.9)% $ 230 0.2% Operating Expenses Fuel used in production (2 925) (11.7) (848) (1.2) Electricity purchased for resale 204 2.7 1 690 8.2 Other operation and maintenance 1 446 16.9 960 3.4 Depreciation 38 1.1 117 1.2 Taxes - Federal and state income (533) (19.1) (844) (10.8) Local property and other 385 75.8 25 0.9 (1 385) (2.9) 1 100 0.8 Operating Income (177) (3.0) (870) (4.7) Other Income (205) (78.2) (541) (74.3) Income Before Interest Charges (382) (6.1) (1 411) (7.3) Interest Charges (58) (2.4) (456) (6.1) Net Income $ (324) (8.5) $ (955) (8.0) Unit Sales (MWH) Decrease (195 023) (15.4) (129 750) (3.6) Three Months Ended Nine Months Ended September 30, September 30, MWH Unit Sales 1994 and 1993 1994 and 1993 Canal Unit 1 617 567 624 115 1 959 113 2 149 445 Canal Unit 2 254 389 469 335 1 036 512 898 333 Seabrook 1 57 516 77 513 128 757 242 579 Purchased for Resale 138 636 92 168 375 634 339 409 1 068 108 1 263 131 3 500 016 3 629 766 <PAGE 9> CANAL ELECTRIC COMPANY Revenues, Fuel and Purchased Power Operating revenues for the first nine months of 1994 were virtually unchanged from those of a year ago due to an increase in the cost of electricity purchased for resale being offset by lower fuel costs and a 3.6% decrease in unit sales. During the current three-month period, operating revenues decreased by 2.9%, approximately $1.6 million, due to the decrease in fuel costs and a 15.4% decrease in unit sales. Purchased power and transmission costs are included in operating expenses and result from the Company's role as wholesale agent to generate and produce bulk electric power for affiliated retail distribution companies. Unit sales decreased 15.4% and 3.6% for the current three and nine- month periods, respectively, due to the lower availability of Unit 1, the timing of scheduled maintenance on Unit 2 and a refueling outage at Seabrook 1 which began in early April 1994 and was extended for unscheduled maintenance. Seabrook was returned to full-power operation in early August 1994. Fuel used in production decreased in both periods due to the decreases in unit sales. The per barrel cost of oil averaged $15.45 and $14.35 during the current quarter and nine-month periods, respectively, as compared to $13.92 and $14.19 during the corresponding periods of a year ago. Fuel, purchased power and transmission costs in both the current three and nine-month periods represents approximately 59% of operating revenues and averaged 2.87 cents and 2.65 cents per KWH, respectively, as compared to 2.64 cents and 2.54 cents per KWH for the same periods in 1993. Other Operating Expenses Other operation and maintenance expense increased in the current three and nine-month periods by 16.9% and 3.4%, respectively, due primarily to increases in costs associated with the operation of Seabrook 1 ($215,000 and $1.1 million, respectively) and maintenance at Unit 1 (approximately $1 million and $1.4 million, respectively). Also contributing to the increase in other operation and maintenance expense were higher insurance and benefit costs for the three and nine-month periods of $400,000 and $265,000, respectively. These items were offset somewhat by the timing of scheduled maintenance at Unit 2 which occurred during the first quarter of 1993. Depreciation expense increased in both periods due to higher levels of plant in service. Federal and state income taxes decreased due to a lower level of pretax income. The significant increase in local property and other taxes during the quarter is due primarily to the absence of an adjustment to the accrual rate during July 1993 (approximately $300,000) reflecting lower rates associated with the nuclear station tax assessed by the state of New Hampshire to the joint- owners of Seabrook. <PAGE 10> CANAL ELECTRIC COMPANY Other Income and Interest Charges The significant decrease in other income during the current three and nine-month periods was primarily due to a higher level of other income deductions reflecting postretirement benefit reserves ($123,000 and $434,000 during the three and nine-month periods, respectively). Total interest charges decreased 2.4% and 6.1% during the current three and nine-month periods, respectively, reflecting decreases in long- term interest ($267,000 and $802,000 during those periods) due to the early redemption of the Company's Series D, 11.125% First Mortgage Bonds due December 1, 2007 totaling $9.3 million, on December 1, 1993. Somewhat offsetting the decrease during the period were increases in other interest charges ($187,000 and $367,000 during the three and nine-month periods) caused by a higher level of short-term borrowings coupled with higher short-term interest rates. Environmental Matters The Company is subject to laws and regulations administered by federal, state and local authorities relating to the quality of the environment. These laws and regulations affect, among other things, the siting and operation of generating facilities, and will continue to impact future operations, capital costs and construction schedules. The federal Clean Air Act, as amended, and certain state laws and regulations impose restrictions on air emissions. Some of these restrictions will become effective in 1995, and others by the year 2000. These laws and regulations have a particular impact on the cost of electric generating operations. As part of its emission reduction program, the Company has been burning more lower-sulphur content fuel oil at the plant. In addition, in October 1993, the Company and Montaup Electric Company (joint owner of Unit 2) reached an agreement with Algonquin Gas Transmission Company to build a natural gas pipeline that will serve Unit 2, subject to regulatory approvals. Unit 2 will be modified to burn gas in addition to oil. The project will improve air quality on Cape Cod, and will also strengthen the Company's bargaining position as it seeks to secure the lowest-cost fuel for its customers. Plant conversion and pipeline construction are expected to be completed in 1996 at an estimated cost to the Company of approximately $7 million. <PAGE 11> CANAL ELECTRIC COMPANY PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company is not a party to any pending material legal proceeding. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Incorporated herein by reference: Exhibit 10 Material Contracts. 10.2 Other Agreements. 10.2.3.10 Twenty-Eighth Agreement Amending New England Power Pool Agreement dated September 1, 1971, as amended September 15, 1992 (Exhibit 1 to Commonwealth Energy System's Form 10-Q (September 1994), File No. 1-7316). 10.2.3.11 Twenty-Ninth Agreement Amending New England Power Pool Agreement dated September 1, 1971, as amended May 1, 1993 (Exhibit 2 to Commonwealth Energy System's Form 10-Q (September 1994), File No. 1-7316). Filed herewith: Exhibit 27 Financial Data Schedule for the nine months ended September 30, 1994 (Filed herewith as Exhibit 1). (b) Reports on Form 8-K No reports on Form 8-K were filed during the three months ended September 30, 1994. <PAGE 12> CANAL ELECTRIC COMPANY 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. CANAL ELECTRIC COMPANY (Registrant) Principal Financial Officer: JAMES D. RAPPOLI James D. Rappoli, Financial Vice President and Treasurer Principal Accounting Officer: JOHN A. WHALEN John A. Whalen, Comptroller Date: November 14, 1994