Page 1 of 14 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter ended March 31, 1994 Commission File Number 1-5164 MONONGAHELA POWER COMPANY (Exact name of registrant as specified in its charter) Ohio 13-5229392 (State of Incorporation) (I.R.S. Employer Identification No.) 1310 Fairmont Avenue, Fairmont, West Virginia 26554 Telephone number 304-366-3000 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 and (2) has been subject to such filing requirements for the past 90 days. At May 13, 1994, 5,891,000 shares of the common stock ($50 par value) of the registrant were outstanding, all of which is held by Allegheny Power System, Inc., the Company's parent. - 2 - MONONGAHELA POWER COMPANY Form 10-Q for Quarter Ended March 31, 1994 __________________________________________ Index _____ Page No. ____ PART I - FINANCIAL INFORMATION: ______________________________ Statement of income - Three months ended March 31, 1994 and 1993 3 Balance sheet - March 31, 1994 and December 31, 1993 4 Statement of cash flows - Three months ended March 31, 1994 and 1993 5 Notes to financial statements 6-7 Management's discussion and analysis of financial condition and results of operations 8-12 PART II - OTHER INFORMATION 13-14 ___________________________ - 3 - MONONGAHELA POWER COMPANY Statement of Income _________________________ Three Months Ended March 31 ____________________________ 1994 1993 ____ ____ (Thousands of Dollars) ELECTRIC OPERATING REVENUES: Residential $ 56,386 $ 50,471 Commercial 29,551 27,131 Industrial 50,571 47,660 Nonaffiliated utilities 27,182 23,456 Other, including affiliates 24,219 16,824 ________ ________ Total Operating Revenues 187,909 165,542 ________ ________ OPERATING EXPENSES: Operation: Fuel 42,811 40,407 Purchased power and exchanges, net 45,259 34,740 Deferred power costs, net 3,603 130 Other 17,355 16,568 Maintenance 17,909 16,668 Depreciation 14,759 14,022 Taxes other than income taxes 10,841 8,752 Federal and state income taxes 11,078 9,966 ________ ________ Total Operating Expenses 163,615 141,253 ________ ________ Operating Income 24,294 24,289 ________ ________ OTHER INCOME AND DEDUCTIONS: Allowance for other than borrowed funds used during construction 569 736 Other income, net 1,831 1,887 ________ ________ Total Other Income and Deductions 2,400 2,623 ________ ________ Income Before Interest Charges 26,694 26,912 ________ ________ INTEREST CHARGES: Interest on long-term debt 8,738 8,889 Other interest 798 315 Allowance for borrowed funds used during construction (422) (544) ________ ________ Total Interest Charges 9,114 8,660 ________ ________ NET INCOME $ 17,580 $ 18,252 ________ ________ ________ ________ See accompanying notes to financial statements. - 4 - MONONGAHELA POWER COMPANY Balance Sheet _________________________ March 31 December 31 1994 1993 ____________ ___________ ASSETS: (Thousands of Dollars) Property, Plant, and Equipment: At original cost, including $141,911,000 and $144,621,000 under construction $1,699,464 $1,684,322 Accumulated depreciation (675,442) (664,947) __________ __________ 1,024,022 1,019,375 __________ __________ Investments: Allegheny Generating Company - common stock at equity 61,215 61,698 Other 576 595 __________ __________ 61,791 62,293 __________ __________ Current Assets: Cash 123 135 Accounts receivable: Electric service, net of $1,240,000 and $1,084,000 uncollectible allowance 53,998 48,995 Affiliated and Other 14,246 14,596 Materials and supplies - at average cost: Operating and construction 23,233 22,393 Fuel 19,674 19,904 Property taxes 12,833 15,443 Deferred power costs 7,220 10,823 Other 3,398 8,117 __________ __________ 134,725 140,406 __________ __________ Deferred Charges: Regulatory assets 164,492 162,842 Unamortized loss on reacquired debt 12,047 12,229 Other 16,284 10,308 __________ __________ 192,823 185,379 __________ __________ Total Assets $1,413,361 $1,407,453 __________ __________ __________ __________ CAPITALIZATION AND LIABILITIES: Capitalization: Common stock $ 294,550 $ 294,550 Other paid-in capital 2,994 2,994 Retained earnings 188,462 185,486 __________ __________ 486,006 483,030 Preferred stock - not subject to mandatory redemption 64,000 64,000 Long-term debt 461,170 460,129 __________ __________ 1,011,176 1,007,159 __________ __________ Current Liabilities: Short-term debt 61,272 63,100 Accounts payable 24,298 31,752 Accounts payable to affiliates 8,165 8,184 Taxes accrued: Federal and state income 12,609 - Other 14,992 21,261 Interest accrued 10,497 10,641 Other 22,409 18,994 __________ __________ 154,242 153,932 __________ __________ Deferred Credits and Other Liabilities: Unamortized investment credit 26,346 26,883 Deferred income taxes 192,733 192,466 Regulatory liabilities 19,080 19,179 Other 9,784 7,834 __________ __________ 247,943 246,362 __________ __________ Total Capitalization and Liabilities $1,413,361 $1,407,453 __________ __________ __________ __________ See the accompanying notes to financial statements. - 5 - MONONGAHELA POWER COMPANY Statement of Cash Flows _________________________ Three Months Ended March 31 _______________________ 1994 1993 ____ ____ (Thousands of Dollars) CASH FLOWS FROM OPERATIONS: Net income $ 17,580 $ 18,252 Depreciation 14,759 14,022 Deferred investment credit and income taxes, net (2,088) 994 Deferred power costs, net 3,603 130 Unconsolidated subsidiaries' dividends in excess of earnings 502 702 Allowance for other than borrowed funds used during construction (569) (736) Changes in certain current assets and liabilities: Accounts receivable, net (4,653) (2,835) Materials and supplies (610) (2,314) Accounts payable (7,473) (8,499) Taxes accrued 6,340 1,337 Interest accrued (144) (5) Other, net 7,571 9,569 ________ ________ 34,818 30,617 ________ ________ CASH FLOWS FROM INVESTING: Construction expenditures (19,937) (25,981) Allowance for other than borrowed funds used during construction 569 736 ________ ________ (19,368) (25,245) ________ ________ CASH FLOWS FROM FINANCING: Issuance of long-term debt 971 612 Short-term debt, net (1,828) 7,570 Dividends on capital stock: Preferred stock (1,115) (1,115) Common stock (13,490) (12,430) ________ ________ (15,462) (5,363) ________ ________ NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS $ (12) $ 9 Cash and Temporary Cash Investments at January 1 135 115 ________ ________ Cash and Temporary Cash Investments at March 31 $ 123 $ 124 ________ ________ ________ ________ Supplemental cash flow information: Cash paid during the quarter for: Interest (net of amount capitalized) $ 8,967 $ 8,464 Income taxes - 30 See accompanying notes to financial statements. - 6 - MONONGAHELA POWER COMPANY Notes to Financial Statements _____________________________ 1. The Company's Notes to Financial Statements in the Allegheny Power System companies' combined Annual Report on Form 10-K for the year ended December 31, 1993, should be read with the accompanying financial statements and the following notes. With the exception of the December 31, 1993 balance sheet in the aforementioned annual report on Form 10-K, the accompanying financial statements appearing on pages 3 through 5 and these notes to financial statements are unaudited. In the opinion of the Company, such financial statements together with these notes thereto contain all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the Company's financial position as of March 31, 1994, and the results of operations and cash flows for the three months ended March 31, 1994 and 1993. 2. The Statement of Income reflects the results of past operations and is not intended as any representation as to future results. For purposes of the Balance Sheet and Statement of Cash Flows, temporary cash investments with original maturities of three months or less, generally in the form of commercial paper, certificates of deposit, and repurchase agreements, are considered to be the equivalent of cash. 3. The Company owns 27% of the common stock of Allegheny Generating Company (AGC), and affiliates of the Company own the remainder. AGC owns an undivided 40% interest, 840 MW, in the 2,100-MW pumped-storage hydroelectric station in Bath County, Virginia operated by the 60% owner, Virginia Power Company, an unaffiliated utility. Following is a summary of income statement information for AGC: Three Months Ended March 31 __________________ 1994 1993 ____ ____ (Thousands of Dollars) Electric operating revenues $22,431 $23,423 _______ _______ Operation and maintenance expense 1,833 1,678 Depreciation 4,236 4,226 Taxes other than income taxes 1,340 1,297 Federal income taxes 3,513 3,404 Interest charges 4,426 5,602 Other income, net (2) (3) _______ _______ Net income $ 7,085 $ 7,219 _______ _______ _______ _______ The Company's share of the equity in earnings above was $1.9 million for each of the three months ended March 31, 1994 and 1993, and was included in other income, net, on the Statement of Income. - 7 - 4. Common stock dividends per share declared and paid during the periods for which income statements are included are as follows: Three Months Ended March 31 __________________ 1994 1993 ____ ____ Number of Shares 5,891,000 5,891,000 Amount per Share $2.29 $2.11 Earnings per share are not reported inasmuch as the common stock of the Company is 100% owned by its parent, Allegheny Power System, Inc. - 8 - MONONGAHELA POWER COMPANY Management's Discussion and Analysis of Financial Condition and Results of Operations ___________________________________________________________ COMPARISON OF FIRST QUARTER OF 1994 WITH FIRST QUARTER OF 1993 NET INCOME Net income for the first quarter of 1994 was $17.6 million compared with $18.3 for the corresponding 1993 period. The decrease in net income for the first quarter of 1994 reflects increased taxes, maintenance, and other expenses, offset in part by greater kilowatthour (kWh) sales to retail customers. Retail sales in the first quarter of 1994 were favorably affected by record setting cold temperatures in January 1994. SALES AND REVENUES Retail kWh sales to residential, commercial, and industrial customers increased 8%, 4%, and 2%, respectively. The increase in kWh sales to residential and commercial customers was primarily due to an increase in weather-related sales. In mid-January 1994, the coldest temperatures ever recorded in much of the Company's service territory resulted in heating degree days which were 44% over the prior January and 15% above normal. The increase in kWh sales to industrial customers was primarily due to higher sales to primary metals, chemical, and coal mining customers. The 9% increase in revenues from retail customers resulted from the following: Increase from Prior Period __________________________ (Millions of Dollars) Increased kWh sales $ 3.0 Fuel and energy cost adjustment clauses (1) 6.4 Rate increases (2) 1.5 Other .3 _____ $11.2 _____ _____ (1) Changes in revenues from fuel and energy cost adjustment clauses have no effect on net income. (2) Reflects a surcharge in West Virginia for recovery of carrying charges on expenditures to comply with the Clean Air Act Amendments of 1990 (CAAA), designed to produce $3.1 million on an annual basis effective July 1, 1992, which was increased to $8.7 million on an annual basis effective on July 1, 1993. - 9 - KWh sales to and revenues from nonaffiliated utilities are comprised of the following items: Three Months Ended March 31 __________________ 1994 1993 ____ ____ KWh sales (in billions): From Company generation .1 .2 From purchased power .8 .7 _____ _____ .9 .9 _____ _____ _____ _____ Revenues (in millions): From Company generation $ 3.0 $ 4.4 From sales of purchased power 24.2 19.1 _____ _____ $27.2 $23.5 _____ _____ _____ _____ Sales from Company generation decreased because of growth of kWh sales to retail customers and generating unit outages, both of which reduces the amount available for sale, and continuing price competition. Increased sales from purchased power were due to increased demand resulting primarily from reduced availability of eastern utilities' generation equipment. The increase in other revenues resulted primarily from an increase in sales of capacity, energy, and spinning reserve to other affiliated companies because of additional capacity and energy available from a new PURPA project commencing in July 1993. About 90% of the aggregate benefits from sales to affiliated and nonaffiliated utilities is passed on to retail customers and has little effect on net income. OPERATING EXPENSES Fuel expenses increased 6% due to a 3% increase in kWh generated, a 2% increase in average coal prices, and a 1% increase in heat rate. Fuel expenses are primarily subject to deferred power cost accounting procedures with the result that changes in fuel expenses have little effect on net income. "Purchased power and exchanges, net" represents power purchases from and exchanges with nonaffiliated utilities, purchases from qualified facilities under the Public Utility Regulatory Policies Act of 1978 (PURPA), capacity charges paid to Allegheny Generating Company (AGC), and other transactions with affiliates made pursuant to a power supply agreement whereby each company uses the most economical generation available in the Allegheny Power System at any given time, and is comprised of the following items: - 10 - Three Months Ended March 31 ________________________ 1994 1993 ____ ____ (Millions of Dollars) Nonaffiliated transactions: Purchased power: For resale to other utilities $21.4 $17.4 From PURPA generation 14.5 10.8 Other 3.2 .6 Power exchanges, net .8 - Affiliated transactions: AGC capacity charges 5.3 5.8 Energy and spinning reserve charges .1 .1 _____ _____ $45.3 $34.7 _____ _____ _____ _____ The amount of power purchased from nonaffiliated utilities for use by the Company and for resale to nonaffiliated utilities depends upon the availability of the Company's generating equipment, transmission capacity, and fuel, and its cost of generation and the cost of operations of nonaffiliated utilities from which such purchases are made. The cost of power purchased for use by the Company, including power from PURPA generation and affiliated companies, is mostly recovered from customers currently through the regular fuel and energy cost recovery procedures followed by the Company's regulatory commissions and is primarily subject to deferred power cost procedures with the result that changes in such costs have little effect on net income. As described under SALES AND REVENUES above, the increase in sales to retail customers combined with generating unit outages resulted in increased purchases from nonaffiliated utilities. The increase in purchases from PURPA generation reflects additional generation from a new PURPA project commencing in July 1993. The primary reason for the fluctuation in purchases for resale to nonaffiliated utilities is also described under SALES AND REVENUES above. The increase in other operation expense resulted primarily from provisions for claims related to previously reported asbestos suits and a superfund site cleanup. Maintenance expenses represent costs incurred to maintain the power stations, the transmission and distribution (T&D) system, and general plant, and reflect routine maintenance of equipment and rights-of-way as well as planned major repairs and unplanned expenditures, primarily from forced outages at the power stations and periodic storm damage on the T&D system. In early January 1994, the Company experienced the worst storm in its history with approximately $7 million of damage to its facilities. These expenses were deferred pending rate recovery which has been requested in a rate case filing made on January 18, 1994. The Company is experiencing, and expects to continue to experience, increased expenditures due to the aging of its power stations. Variations in maintenance expense result primarily from unplanned events and planned major projects, which vary in timing and magnitude depending upon the length of time equipment has been in service without a major overhaul, the amount of work found necessary when equipment is dismantled, and outage requirements to comply with the CAAA. - 11 - The increase in depreciation expense resulted from additions to electric plant. Because of the increased levels of capital expenditures expected as a result of the CAAA and the replacement of aging equipment at the Company's power stations, depreciation expense is expected to increase significantly over the next few years. Taxes other than income taxes increased $2.1 million primarily due to increased West Virginia Business and Occupation taxes due to increased generation within that state ($1.3 million) and increased gross receipts taxes resulting from higher revenues from retail customers ($.3 million). The net increase of $1.1 million in federal and state income taxes resulted primarily from an increase in income before taxes and an increase in the federal income tax rate pursuant to the Revenue Reconciliation Act of 1993 enacted in August 1993. Fluctuations in other interest expense as well as other income, net, reflect changes in the levels of temporary investments and short-term debt maintained by the Company. LIQUIDITY AND CAPITAL RESOURCES The Company's discussion on Liquidity and Capital Resources in the Allegheny Power System companies' combined Annual Report on Form 10-K for the year ended December 31, 1993, should be read with the following information. On January 18, 1994, the Company filed an application with the Public Service Commission of West Virginia for a base rate increase designed to produce $61.3 million in additional annual revenues. This increase, along with additional rate increase requests to be filed in Ohio and with the Federal Energy Regulatory Commission for wholesale customers, includes recovery of the remaining carrying charges on investment, depreciation, and all operating costs required to comply with Phase I of the CAAA, and other increasing levels of expenses. It is expected that the Company will begin to receive additional revenues from these rate cases on or about the time it begins to incur additional depreciation and operating costs for the scrubbers to be placed in service on or before January 1, 1995. On May 11, 1994, the Company issued 500,000 shares of $7.73 preferred stock with a par value of $100 per share. In the normal course of business, the Company is subject to various contingencies and uncertainties relating to its operations and construction programs, including cost recovery in the regulatory process, laws, regulations and uncertainties related to environmental matters, and legal actions. As previously reported, the Company is currently named as a defendant along with multiple other affiliated and nonaffiliated defendants in 2,056 pending asbestos cases involving multiple plaintiffs. While the cumulative number of claims appears to be significant, previous cases have been settled for an amount substantially less than the anticipated cost of defense and it is believed that more than half of the cases relate solely to nonaffiliated defendants. The Company believes that the remaining cases involving the Company and its affiliates are without merit and that provisions - 12 - for liabilities are such that these suits will not have a material effect on its financial position. As also previously reported, the Company and its affiliates and approximately 875 others have been identified by the Environmental Protection Agency as potentially responsible parties in a superfund site subject to cleanup. The Company believes that provisions for liabilities are such that costs incurred in connection with remediation efforts will not have a material effect on its financial position. - 13 - MONONGAHELA POWER COMPANY Part II-Other Information to Form 10-Q for Quarter Ended March 31, 1994 ______________________________________ ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER _______ __________________________________________________ 1. (a) Date and Kind of Meeting: The annual meeting of shareholders was held at Fairmont, West Virginia, on April 18, 1994. No proxies were solicited. (b) Election of Directors: The holder of all 5,891,000 shares of common stock voted to elect the following Directors of the Company to hold office until the next annual meeting of shareholders and until their successors are duly chosen and qualified: Eleanor Baum Frank A. Metz, Jr. William L. Bennett Clarence F. Michalis* Klaus Bergman Steven H. Rice Stanley I. Garnett, II Gunnar E. Sarsten Benjamin H. Hayes Peter L. Shea Phillip E. Lint Peter J. Skrgic Edward H. Malone *Resigned effective May 1, 1994. 2. (a) Date and Kind of Meeting: The Board of Directors at a meeting held on April 28, 1994, adopted by resolution a form of charter amendment and delegated to certain officers the authority to sell up to $85 million of the Company's Cumulative Preferred Stock within the parameters previously adopted by the Board and to insert therein the series and terms of the Preferred Stock to be sold and to file the same with the appropriate State officials to make the amendment effective. On May 4, 1994, the officers under their delegated authority sold the pre-ferred stock and inserted the series and terms thereof in the Charter Amendment form previously adopted by the Board and filed the Charter Amendment with the Ohio Secretary of State's Office on May 5, 1994. The new Charter Amendment provides for the issuance by the Company and the terms of $50 million of the Company's Cumulative Preferred Stock, Series L. (c) Other Matters Voted Upon: (1) The holder of all of the outstanding common stock of the Company consented in writing on April 28, 1994 to an amendment of the Company's Code of Regulations effective May 1, 1994, which A. decreases the number of directors from thirteen to twelve. - 14 - ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) (3)(ii) Code of Regulations of Monongahela Power Company, as amended May 1, 1994. (b) On May 12, 1994, the Company filed a report on Form 8-K, including an exhibit consisting of a charter amendment effective May 5, 1994. Signature _________ 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. MONONGAHELA POWER COMPANY May 13, 1994 RICHARD E. MYERS __________________________ Richard E. Myers, Comptroller (Chief Accounting Officer)