1 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 31,1994 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 0-8480 EASTERN EDISON COMPANY (Exact name of registrant as specified in its charter) Massachusetts 04-1123095 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 110 Mulberry Street, Brockton, Massachusetts (Address of principal executive offices) 02402 (Zip Code) (508)580-1213 (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, 1994 Common Shares, $25 par value 2,891,357 shares PART I - FINANCIAL INFORMATION Item 1. Financial Statements EASTERN EDISON COMPANY CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands) ASSETS March 31, December 31, 1994 1993 Utility Plant in Service $ 785,342 $ 784,664 Less: Accumulated Provision for Depreciation and Amortization 233,296 226,391 Net Utility Plant in Service 552,046 558,273 Construction Work in Progress 9,432 6,779 Net Utility Plant 561,478 565,052 Current Assets: Cash and Temporary Cash Investments 11,592 697 Accounts Receivable - Associated Companies 12,392 11,220 - Other 37,313 37,153 Materials and Supplies 7,635 9,838 Other Current Assets 10,208 10,848 Total Current Assets 79,140 69,756 Deferred Debits and Other Non-Current Assets 106,387 107,465 Total Assets $ 747,005 $ 742,273 LIABILITIES AND CAPITALIZATION Capitalization: Common Stock, $25 Par Value $ 72,284 $ 72,284 Other Paid-In Capital 47,249 47,249 Common Stock Expense (43) (43) Retained Earnings 108,298 103,515 Total Common Equity 227,788 223,005 Redeemable Preferred Stock - Net 29,665 29,670 Preferred Stock Redemption Cost (4,855) (4,846) Long-Term Debt - Net 264,156 264,134 Total Capitalization 516,754 511,963 Current Liabilities: Accounts Payable - Associated Companies 3,077 4,221 - Other 20,057 22,611 Taxes Accrued 8,536 4,225 Interest Accrued 6,552 6,136 Other Current Liabilities 8,750 10,150 Total Current Liabilities 46,972 47,343 Deferred Credits and Other Non-Current Liabilities 64,913 65,361 Accumulated Deferred Taxes 118,366 117,606 Total Liabilities and Capitalization $ 747,005 $ 742,273 <FN> See accompanying notes to consolidated condensed financial statements. EASTERN EDISON COMPANY CONSOLIDATED CONDENSED STATEMENTS OF INCOME (In Thousands) Three Months Ended March 31, 1994 1993 Operating Revenues $ 110,388 $ 105,581 Operating Expenses: Fuel 23,137 20,420 Purchased Power 29,929 31,234 Other Operation and Maintenance 24,399 24,507 Depreciation and Amortization 6,415 6,644 Taxes - Other Than Income 2,955 2,453 - Current Income 5,263 4,882 - Deferred Income 1,469 445 Total 93,567 90,585 Operating Income 16,821 14,996 Allowance for Other Funds Used During Construction 49 63 Other Income - Net 387 353 Income Before Interest Charges 17,257 15,412 Interest Charges: Interest on Long-Term Debt 4,580 6,330 Other Interest Expense 897 397 Allowance for Borrowed Funds Used During Construction(Credit) (68) (70) Net Interest Charges 5,409 6,657 Net Income 11,848 8,755 Preferred Dividend Requirements 497 906 Consolidated Net Earnings $ 11,351 $ 7,849 <FN> See accompanying notes to consolidated condensed financial statements. EASTERN EDISON COMPANY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In Thousands) Three Months Ended March 31, 1994 1993 CASH FLOW FROM OPERATING ACTIVITIES: Net Income $ 11,848 $ 8,755 Adjustments to Reconcile Net Income to Net Cash Provided from Operating Activities: Depreciation and Amortization 6,836 7,495 Amortization of Nuclear Fuel 1,110 1,408 Deferred Taxes 1,452 428 Investment Tax Credit, Net (230) (268) Allowance for Other Funds Used During Construction (49) (63) Other - Net (622) 1,194 Change in Operating Assets and Liabilities 1,139 (7,924) Net Cash Provided From Operating Activities 21,484 11,025 CASH FLOW FROM INVESTING ACTIVITIES: Construction Expenditures (3,621) (3,823) Net Cash (Used in) Investing Activities (3,621) (3,823) CASH FLOW FROM FINANCING ACTIVITIES: Common Stock Dividends Paid to EUA (6,419) (5,522) Preferred Dividends Paid (497) (906) Financing Expenses (52) Net Cash (Used in) Financing Activities (6,968) (6,428) Net Increase in Cash and Temporary Cash Investments 10,895 774 Cash and Temporary Cash Investments at Beginning of Period 697 25,519 Cash and Temporary Cash Investments at End of Period $ 11,592 $ 26,293 Cash paid during the period for: Interest (Net of Capitalized Interest) $ 4,110 $ 8,490 Income Taxes $ 1,280 $ 2,650 <FN> See accompanying notes to consolidated condensed financial statements. EASTERN_EDISON_COMPANY NOTES_TO_CONSOLIDATED_CONDENSED_FINANCIAL_STATEMENTS The accompanying Notes should be read in conjunction with the Notes to Consolidated Financial Statements appearing in Eastern Edison Company's (Eastern Edison or the Company) 1993 Annual Report on Form 10-K. Note A - In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 1994 and December 31, 1993, and the results of operations and cash flows for the three months ended March 31, 1994 and 1993. Certain reclassifications have been made to prior period financial statements to conform to current period classifications. In November 1992, the Financial Accounting Standards Board issued Statement No. 112, "Employers' Accounting for Post-employment Benefits." The Company was required to adopt this standard no later than January 1, 1994. The estimated impact of this standard on the Company is immaterial and therefore no liability has been recorded. Note B - Results shown above for the respective interim periods are not neces- sarily 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 most years because more electricity is sold due to weather conditions, fewer day-light hours, etc. Note C- Commitments and Contingencies: Rate Activity On March 21, 1994, Montaup Electric Company (Montaup), the wholesale electric generating and transmission subsidiary of Eastern Edison, filed an application with the Federal Energy Regulatory Commission (FERC) for authorization to reduce its wholesale rates by $10.1 million, or three percent. Montaup supplies electricity at wholesale to Eastern Edison and its affiliated retail electric utilities - Blackstone Valley Electric Company and Newport Electric Corporation (Newport) - and to two non-affiliated municipal utilities. This application is designed to match more closely Montaup's revenues with its decreasing cost of doing business resulting from, among other things, a reduced rate base, lower interest costs and successful cost control efforts. As part of the rate filing, Montaup is seeking authorization to become an "all-requirements" supplier for Newport. Montaup currently provides only a portion of Newport's electricity requirements. FERC can allow Montaup to implement the rate reduction as early as May 21, 1994, pending final adjudication and approval. 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 First quarter 1993 Consolidated Net Earnings increased $3.5 million to approximately $11.4 million as compared to Consolidated Net Earnings for the same period of a year ago. Decreased interest expense, lower maintenance expense and increased kilowatthour (kwh) sales were the major contributors to this increase. Retail kwh sales posted a 3.2% gain with increases of 3.2%, 2.6% and 5.2% in the residential, commercial and industrial classes, respectively primarily due to colder than normal weather in the first two months of 1994 and improving economic conditions in the Company's service territory. Despite the strong performance of kwh sales, the Company anticipates that the economic recovery will remain slow for the foreseeable future. Operating_Revenues Operating Revenues increased $4.8 million or 4.6% for the first quarter of 1994 compared to the same period in 1993. This increase is due primarily to increased recoveries of purchased power and fuel costs. Operations_Expense Fuel expense for the first quarter of 1994 as compared to the same period in 1993 increased $2.7 million or 13.3%. This increase was due primarily to increased generation by company owned units as a result of outages in the first quarter of 1993. Canal Unit 2, which is 50% owned by Montaup, began a scheduled outage on February 13, 1993 and returned to service on April 5, 1993 while Somerset Unit 6, a wholly-owned unit of Montaup was out of service for 29 days in March 1993. Purchased Power expense for the first quarter of 1994 decreased approximately $1.3 million or 4.2% as compared to the same period in 1993. This decrease is due primarily to a reclassification of conservation and load management normalization adjustments previously recorded as purchased power expense. Other Operation and Maintenance expenses for the first quarter of 1994 decreased approximately $0.1 million from the same period in 1993. This decrease is due primarily to an increase in conservation and load management expenses of $2.5 million which was offset by a reduction in maintenance expenses at Montaup's Canal Unit 2 of approximately $1.0 million as a result of its scheduled outage in 1993, a decrease in EUA Service Corporation (EUA Service) allocated charges recorded as operation and maintenance expense and continued attention to stringent cost control. Interest Charges Interest on long-term debt decreased by $1.8 million or 27.6% in the first quarter of 1994 from the same period in 1993. This decrease is due to Eastern Edison's refinancing of $195 million in long-term debt in 1993 at substantially lower interest rates. Income Taxes Eastern Edison and Montaup's consolidated effective income tax rate for the first quarter of 1994 was approximately 36.3% as compared to approximately 38.3% for the same period in 1993. Income taxes for the first quarter of 1993 included a provision for the anticipated increase in the Federal Income Tax Rate on a retroactive basis. Preferred Dividend Requirements Preferred Dividend Requirements decreased $0.4 million or 45.1% as a result of Eastern Edison's redemption of all of its outstanding 4.64%, 8.32%, 9.00% and 9.80% series of Preferred Stock aggregating $41.6 million and subsequent issuance of $30 million of 6 5/8% series of Preferred Stock. Liquidity_and_Sources_of_Capital Eastern Edison's and Montaup's need for permanent capital is primarily related to the construction of facilities required to meet the needs of their existing and future customers. Traditionally, cash construction requirements not met with internally gen erated funds are obtained through short-term borrowings which are ultimately funded with permanent capital. EUA System companies, including Eastern Edison and Montaup, maintain short-term lines of credit with various banks aggregating approximately $140 million. These credit lines are available to other affiliated companies under joint credit line arrangements. At March 31, 1994, these unused EUA System short-term lines of credit amounted to approximately $94 million. Eastern Edison and Montaup had no short-term debt outstanding at March 31, 1994. In the first quarter of 1994, internally generated funds amounted to $14.2 million while cash construction requirements for the same period were $3.6 million. PART II -- OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) A Consent to Action in lieu of an Annual Meeting of Stockholders executed on March 1, 1994 (Consent to Action) by Eastern Utilities Associates, the holders of the entire issued and outstanding common stock of Eastern Edison and the only class of stock entitled to vote at the Annual Meeting of Stockholders. (b) The Board of Directors as previously reported to the Commission in the Company's annual report on Form 10-K for the year ended December 31, 1993 was re-elected in its entirety by the Consent to Action. (c) The matters voted on in the Consent to Action were: (i) a vote fixing the number of Directors of Eastern Edison at eight and re-electing the entire Board and (ii) the election of the Treasurer and Clerk of the Company. Item_6. Exhibits_and_Reports_on_Form_8-K (a) Exhibits - None (b) Reports on Form 8-K - On January 25, 1994, the Registrant filed a current report on Form 8-k with respect to Item 5. (Other Events). - On March 23, 1994, the Registrant filed a current report on Form 8-K with respect to Item 5. (Other Events). - On March 28, 1994, the Registrant filed a current report on Form 8-K with respect to Item 5. (Other Events). 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 under signed thereunto duly authorized. Eastern_Edison_Company___________ (Registrant) Date: May_13,_1994 /s/Richard_M._Burns______________ Richard_M._Burns,_Vice_President (on_behalf_of_the_Registrant_and as Chief_Accounting_Officer)