Page 1 of 13 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 June 30, 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 August 12, 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 June 30, 1994 _________________________________________ Index _____ Page No. ____ PART I - FINANCIAL INFORMATION: ______________________________ Statement of income - Three and six months ended June 30, 1994 and 1993 3 Balance sheet - June 30, 1994 and December 31, 1993 4 Statement of cash flows - Six months ended June 30, 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 ___________________________ - 3 - MONONGAHELA POWER COMPANY Statement of Income _________________________ Three Months Ended Six Months Ended June 30 June 30 __________________ _________________ 1994 1993 1994 1993 ____ ____ ____ ____ (Thousands of Dollars) ELECTRIC OPERATING REVENUES: Residential $ 41,768 $ 39,484 $ 98,154 $ 89,955 Commercial 26,881 24,878 56,432 52,009 Industrial 48,849 45,153 99,420 92,813 Nonaffiliated utilities 17,836 22,613 45,018 46,069 Other, including affiliates 22,606 13,113 46,825 29,937 ________ ________ ________ ________ Total Operating Revenues 157,940 145,241 345,849 310,783 ________ ________ ________ ________ OPERATING EXPENSES: Operation: Fuel 36,075 33,247 78,886 73,654 Purchased power and exchanges, net 38,655 35,072 83,914 69,812 Deferred power costs, net 845 (1,575) 4,448 (1,445) Other 17,627 16,738 34,982 33,306 Maintenance 16,447 16,737 34,356 33,405 Depreciation 14,708 14,125 29,467 28,147 Taxes other than income taxes 9,944 7,651 20,785 16,403 Federal and state income taxes 6,784 6,072 17,862 16,038 ________ ________ ________ ________ Total Operating Expenses 141,085 128,067 304,700 269,320 ________ ________ ________ ________ Operating Income 16,855 17,174 41,149 41,463 ________ ________ ________ ________ OTHER INCOME AND DEDUCTIONS: Allowance for other than borrowed funds used during construction 514 1,145 1,083 1,881 Other income, net 1,786 2,048 3,617 3,935 ________ ________ ________ ________ Total Other Income and Deductions 2,300 3,193 4,700 5,816 ________ ________ ________ ________ Income Before Interest Charges 19,155 20,367 45,849 47,279 ________ ________ ________ ________ INTEREST CHARGES: Interest on long-term debt 8,739 9,189 17,477 18,078 Other interest 683 450 1,481 765 Allowance for borrowed funds used during construction (489) (843) (911) (1,387) ________ ________ ________ ________ Total Interest Charges 8,933 8,796 18,047 17,456 ________ ________ ________ ________ NET INCOME $ 10,222 $ 11,571 $ 27,802 $ 29,823 ________ ________ ________ ________ ________ ________ ________ ________ See accompanying notes to financial statements. - 4 - MONONGAHELA POWER COMPANY Balance Sheet _________________________ June 30 December 31 1994 1993 _______ ___________ ASSETS: (Thousands of Dollars) Property, Plant, and Equipment: At original cost, including $152,717,000 and $144,621,000 under construction $1,721,755 $1,684,322 Accumulated depreciation (685,616) (664,947) __________ __________ 1,036,139 1,019,375 __________ __________ Investments: Allegheny Generating Company - common stock at equity 60,647 61,698 Other 555 595 __________ __________ 61,202 62,293 __________ __________ Current Assets: Cash 170 135 Accounts receivable: Electric service, net of $1,190,000 and $1,084,000 uncollectible allowance 45,113 48,995 Affiliated and Other 16,158 14,596 Materials and supplies - at average cost: Operating and construction 23,313 22,393 Fuel 23,147 19,904 Property taxes 10,222 15,443 Deferred power costs 6,376 10,823 Other 3,784 8,117 __________ __________ 128,283 140,406 __________ __________ Deferred Charges: Regulatory assets 165,630 162,842 Unamortized loss on reacquired debt 11,864 12,229 Other 16,944 10,308 __________ __________ 194,438 185,379 __________ __________ Total Assets $1,420,062 $1,407,453 __________ __________ __________ __________ CAPITALIZATION AND LIABILITIES: Capitalization: Common stock $ 294,550 $ 294,550 Other paid-in capital 2,629 2,994 Retained earnings 183,326 185,486 __________ __________ 480,505 483,030 Preferred stock - not subject to mandatory redemption 114,000 64,000 Long-term debt 461,242 460,129 __________ __________ 1,055,747 1,007,159 __________ __________ Current Liabilities: Short-term debt 33,700 63,100 Accounts payable 25,769 31,752 Accounts payable to affiliates 7,342 8,184 Taxes accrued: Federal and state income 433 - Other 13,668 21,261 Interest accrued 10,566 10,641 Other 23,773 18,994 __________ __________ 115,251 153,932 __________ __________ Deferred Credits and Other Liabilities: Unamortized investment credit 25,809 26,883 Deferred income taxes 194,093 192,466 Regulatory liabilities 18,717 19,179 Other 10,445 7,834 __________ __________ 249,064 246,362 __________ __________ Total Capitalization and Liabilities $1,420,062 $1,407,453 __________ __________ __________ __________ See the accompanying notes to financial statements. - 5 - MONONGAHELA POWER COMPANY Statement of Cash Flows _________________________ Six Months Ended June 30 _______________________ 1994 1993 ____ ____ (Thousands of Dollars) CASH FLOWS FROM OPERATIONS: Net income $ 27,802 $ 29,823 Depreciation 29,467 28,147 Deferred investment credit and income taxes, net (2,000) 3,016 Deferred power costs, net 4,448 (1,445) Unconsolidated subsidiaries' dividends in excess of earnings 1,091 1,333 Allowance for other than borrowed funds used during construction (1,083) (1,881) Changes in certain current assets and liabilities: Accounts receivable, net 2,320 5,212 Materials and supplies (4,163) (170) Other current assets 9,553 6,041 Accounts payable (6,825) (14,143) Taxes accrued (7,160) (11,243) Interest accrued (75) 194 Other current liabilities 6,607 6,572 Other, net (4,474) (1,381) ________ ________ 55,508 50,075 ________ ________ CASH FLOWS FROM INVESTING: Construction expenditures (47,800) (61,406) Allowance for other than borrowed funds used during construction 1,083 1,881 ________ ________ (46,717) (59,525) ________ ________ CASH FLOWS FROM FINANCING: Sale of preferred stock 49,635 - Issuance of long-term debt 971 73,399 Retirement of long-term debt - (68,471) Short-term debt, net (29,400) 31,530 Dividends on capital stock: Preferred stock (3,099) (2,229) Common stock (26,863) (24,742) ________ ________ (8,756) 9,487 ________ ________ NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS 35 37 Cash and Temporary Cash Investments at January 1 135 115 ________ ________ Cash and Temporary Cash Investments at June 30 $ 170 $ 152 ________ ________ ________ ________ Supplemental cash flow information: Cash paid during the period for: Interest (net of amount capitalized) $ 17,540 $ 17,151 Income taxes 16,563 15,423 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 June 30, 1994, the results of operations for the three and six months ended June 30, 1994 and 1993, and cash flows for the six months ended June 30, 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. On May 11, 1994, the Company issued $50 million of $100 par value cumulative preferred stock with a dividend of $7.73. Proceeds from the sale were used to repay outstanding short-term debt and for other corporate purposes. 4. 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 Six Months Ended June 30 June 30 __________________ ________________ 1994 1993 1994 1993 ____ ____ ____ ____ (Thousands of Dollars) Electric operating revenues $21,869 $23,730 $44,300 $47,153 _______ _______ ______________ _______ _______ ______________ Operation & maintenance expense 1,444 1,963 3,277 3,641 Depreciation 4,236 4,226 8,472 8,452 Taxes other than income taxes 1,528 1,302 2,868 2,599 Federal income taxes 3,408 3,494 6,921 6,898 Interest charges 4,487 5,357 8,913 10,959 Other income, net (5) (90) (7) (93) _______ _______ ______________ Net income $ 6,771 $ 7,478 $13,856 $14,697 _______ _______ ______________ _______ _______ ______________ - 7 - The Company's share of the equity in earnings above was $1.8 million and $2.0 million for the three months ended June 30, 1994 and 1993, respectively, and $3.7 million and $4.0 million for the six months ended June 30, 1994 and 1993, respectively. These amounts were included in other income, net, on the Statement of Income. 5. Common stock dividends per share declared and paid during the periods for which income statements are included are as follows: 1994 1993 __________________________ _______________________ 1st 2nd 1st 2nd Quarter Quarter Quarter Quarter _______ _______ _______ _______ Number of Shares 5,891,000 5,891,000 5,891,000 5,891,000 Amount per Share $2.29 $2.27 $2.11 $2.09 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 SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 1994 WITH SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 1993 NET INCOME Net income for the second quarter and first six months of 1994 was $10.2 million and $27.8 million, respectively, compared with $11.6 million and $29.8 million for the corresponding 1993 periods. The decreases in net income for the second quarter and first six months of 1994 reflect increased taxes, depreciation, and other expenses, offset in part by greater kilowatthour (kWh) sales to retail customers. SALES AND REVENUES Retail kWh sales to residential, commercial, and industrial customers increased 1%, 3%, and 4% for the second quarter and 5%, 3%, and 3% for the first six months, respectively. The increase in kWh sales to residential and commercial customers was primarily due to variances in weather-related sales. Record cold temperatures in mid-January 1994 contributing to first quarter 1994 residential and commercial kWh sales increases of 8% and 4%, respectively, were followed by milder temperatures and lower kWh sales in April and May 1994. These milder temperatures were followed by higher-than-normal temperatures and increased kWh sales in June 1994 reflecting a 45% increase in cooling degree days over June 1993 and a 51% increase above normal. The increases in kWh sales to industrial customers resulted primarily from increased sales to coal mining and chemical customers. Industrial sales were adversely affected in the second quarter of 1994 by fires at two large industrial customers, both of which are expected to be substantially returned to normal service by the fourth quarter of 1994. The increase in revenues from retail customers resulted from the following: - 9 - Increase from Prior Periods ___________________________ Quarter Six Months _______ __________ (Millions of Dollars) Increased kWh sales $1.3 $ 4.3 Fuel and energy cost adjustment clauses (1) 5.2 11.6 Rate increases (2) 1.3 2.8 Other .2 .5 ____ _____ $8.0 $19.2 ____ _____ ____ _____ (1) Changes in revenues from fuel and energy cost adjustment clauses have little 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. KWh sales to and revenues from nonaffiliated utilities are comprised of the following items: Three Months Ended Six Months Ended June 30 June 30 __________________ ________________ 1994 1993 1994 1993 ____ ____ ____ ____ ____ ____ ____ ____ KWh sales (in billions): From Company generation .1 .2 .2 .3 From purchased power .4 .6 1.2 1.4 _____ _____ _____ _____ .5 .8 1.4 1.7 _____ _____ ______ _____ _____ _____ ______ _____ Revenues (in millions): From Company generation $ 2.4 $ 3.3 $ 5.4 $ 7.7 From sales of purchased power 15.4 19.3 39.6 38.4 _____ _____ _____ _____ $17.8 $22.6 $45.0 $46.1 _____ _____ _____ _____ _____ _____ _____ _____ Sales from Company generation decreased because of growth of kWh sales to retail customers and generating unit outages, both of which reduce the amount available for sale, and continuing price competition. Sales from purchased power varies depending on the availability of eastern utilities'generating equipment, demand for energy, and competition. The increase in other revenues resulted primarily from an increase in sales of capacity, energy, and spinning reserve to affiliated companies because of additional capacity and energy available from a new qualified facility under the Public Utility Regulatory Policies Act of 1978 (PURPA) 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. - 10 - OPERATING EXPENSES Fuel expenses for the second quarter and the first six months of 1994 increased 9% and 7%, respectively, due primarily to an increase in kWh generated. 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 other utilities and purchases from PURPA projects, and is comprised of the following items: Three Months Ended Six Months Ended June 30 June 30 __________________ ________________ 1994 1993 1994 1993 ____ ____ ____ ____ (Millions of Dollars) Nonaffiliated transactions: Purchased power: For resale to other utilities $13.6 $16.4 $35.0 $33.8 From PURPA generation 17.8 12.0 32.3 22.8 Other 2.3 .9 5.4 1.5 Power exchanges, net (.6) (.5) .2 (.4) Affiliated transactions: AGC capacity charges 5.3 5.9 10.6 11.7 Energy and spinning reserve charges .3 .4 .4 .4 _____ _____ _____ _____ $38.7 $35.1 $83.9 $69.8 _____ _____ _____ _____ _____ _____ _____ _____ 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. 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 increases in other operation expenses resulted primarily from previously reported asbestos suits and a superfund site cleanup, and an SEC-directed larger allocation of the Parent's corporate expenses for shareholder-related activities. 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 nearly $7 - 11 - 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. The increase in depreciation expense for the second quarter and first six months of 1994 resulted primarily from additions to electric plant. As part of the ratemaking process, the Company was required to file a "depreciation" rate case in 1994 in order to establish an appropriate ongoing level of depreciation. The last such case was adjudicated in 1985. The result of the current case will be a reduction in depreciation rates in November 1994, concurrent with new revenues from the January 18, 1994 general rate case described above and a further reduction in January 1996. These reductions of about $7 million and $4 million, respectively, will result in depreciation rates for the Company which are comparable to those of other electric utilities, particularly those providing service in West Virginia. Because of the increased levels of capital expenditures as a result of the CAAA and the replacement of aging equipment at the Company's power stations, depreciation expense is expected to increase over the next few years, offset by the reductions described. Taxes other than income taxes increased $2.3 million and $4.4 million for the second quarter and first six months of 1994, respectively, due primarily to increases in gross receipts taxes resulting from higher revenues from retail customers. The net increases of $.7 million and $1.8 million in federal and state income taxes for the second quarter and first six-month periods, respectively, resulted from an increase in income before taxes, an increase in the federal income tax rate pursuant to the Revenue Reconciliation Act of 1993 enacted in August 1993, and certain flow-thru income tax deductions recorded in 1993. The combined decreases of $1.0 million and $1.3 million in allowance for funds used during construction (AFUDC) for the second quarter and first six-month periods, respectively, reflect increases in the current recovery of carrying charges on CAAA expenditures in lieu of recording AFUDC. Interest on long-term debt decreased $.5 million for the second quarter and $.6 million for the first six months due primarily to interest savings from debt refinancings in 1993. Fluctuations in other interest expense as well as other income, net, reflect changes in the levels of short-term debt and temporary investments maintained by the companies. 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. - 12 - 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 at the Federal Energy Regulatory Commission for wholesale customers, includes recovery of the remaining carrying charges on investment, depreciation, and 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. New revenues in Ohio will not take effect until late 1995, however, the Public Utilities Commission of Ohio has issued an accounting order allowing the Company to defer a return on the CAAA investment and related depreciation and operating costs. On August 10, 1994, the Company issued $8.825 million of 6-3/4%, 30-year solid waste disposal revenue notes, the proceeds of which will be used on the Harrison Power Station scrubber project. 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 2,252 pending asbestos cases involving multiple plaintiffs, including 196 new cases filed in the second quarter of 1994. 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 other defendants. The Company believes that the remaining cases involving them are without merit and that provisions for liabilities are such that these suits will not have a material effect on their financial position. The Company previously reported that the Environmental Protection Agency (EPA) had identified it and its affiliates and approximately 875 others as potentially responsible parties in a Superfund site subject to cleanup. A Remedial Investigation/Feasibility Study prepared by the EPA indicates remedial alternatives which range as high as $113 million, to be shared by all responsible parties. The EPA has not yet selected which remedial alternative it will use. The Company believes it has defenses to allegations of liability and intends to vigorously defend this matter. Although it is not possible at this time to determine what costs, if any, the Company may incur, it has recorded provisions for liabilities based on the range of remediation cost estimates and its relative participation, along with its affiliates and the approximately 875 others. The Company believes that final resolution of this matter 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 June 30, 1994 ______________________________________ ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K _______ ________________________________ (b) No reports on Form 8-K were filed on behalf of the Company since the previously reported filing on May 12, 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 August 12, 1994 RICHARD E. MYERS __________________________ Richard E. Myers, Comptroller (Chief Accounting Officer)