SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q AMENDMENT NO. 1 (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 Commission File Number 0-898 THE NARRAGANSETT ELECTRIC COMPANY (exact name of registrant as specified in charter) Rhode Island (State or other jurisdiction of incorporation or organization) 05-0187805 (I.R.S. Employer Identification No.) 280 Melrose Street, Providence, RI 02901 (Address of principal executive offices) Registrant's telephone number, including area code (401) 941-1400 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 ( ) Common Shares, par value $50 per share, authorized and outstanding: 1,132,487 shares at September 30, 1994. The undersigned registrant hereby amends its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1994 by (i) adding Note C to the unaudited financial statements, concerning a change in accounting principle, to Part I - Item 1 Financial Statements and (ii) by adding Exhibit 18 to Part II - Item 6 Exhibits and Reports on Form 8-K. Part I - Item 1 and Part II - Item 6 are restated in their entirety below: PART I FINANCIAL INFORMATION Item 1. Financial Statements - ---------------------------- THE NARRAGANSETT ELECTRIC COMPANY Statements of Income Periods Ended September 30 (Unaudited) Quarter Nine Months ------- ----------- 1994 1993 1994 1993 ---- ---- ---- ---- (In Thousands) Operating revenue $137,014 $136,174 $366,275 $367,850 -------- -------- -------- -------- Operating expenses: Purchased electric energy, principally from New England Power Company, an affiliate84,859 89,381 228,436 237,380 Other operation 19,126 17,659 52,454 53,639 Maintenance 3,112 2,608 9,339 9,430 Depreciation 6,650 4,652 19,980 13,727 Taxes, other than federal income taxes 8,975 9,198 27,414 27,452 Federal income taxes 3,355 2,915 4,594 4,304 -------- -------- -------- -------- Total operating expenses 126,077 126,413 342,217 345,932 -------- -------- -------- -------- Operating income 10,937 9,761 24,058 21,918 Other income: Allowance for equity funds used during construction 343 139 961 294 Other income (expense) - net (194) 23 (1,246) (1,017) -------- -------- -------- -------- Operating and other income 11,086 9,923 23,773 21,195 -------- -------- -------- -------- Interest: Interest on long-term debt 3,675 3,261 10,489 9,454 Other interest 685 387 1,913 1,364 Allowance for borrowed funds used during construction - credit (504) (160) (1,160) (351) -------- -------- -------- -------- Total interest 3,856 3,488 11,242 10,467 -------- -------- -------- -------- Net income $ 7,230 $ 6,435 $ 12,531 $ 10,728 ======== ======== ======== ======== Statements of Retained Earnings Retained earnings at beginning of period$ 84,755 $ 74,326 $ 81,659 $ 74,207 Net income 7,230 6,435 12,531 10,728 Dividends declared on cumulative preferred stock (535) (619) (1,607) (1,396) Dividends declared on common stock (1,132) (566) (2,265) (3,963) Premium on redemption of preferred stock (361) (361) -------- -------- -------- -------- Retained earnings at end of period $ 90,318 $ 79,215 $ 90,318 $ 79,215 ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements. Per share data is not relevant because the Company's common stock is wholly owned by New England Electric System. THE NARRAGANSETT ELECTRIC COMPANY Statements of Income Twelve Months Ended September 30 (Unaudited) 1994 1993 ---- ---- (In Thousands) Operating revenue $481,453 $484,787 -------- -------- Operating expenses: Purchased electric energy, principally from New England Power Company, an affiliate 301,952 310,343 Other operation 72,537 71,214 Maintenance 12,088 12,294 Depreciation 23,898 18,906 Taxes, other than federal income taxes 35,808 35,955 Federal income taxes 4,465 5,968 -------- -------- Total operating expenses 450,748 454,680 -------- -------- Operating income 30,705 30,107 Other income: Allowance for equity funds used during construction 1,210 303 Other income (expense) - net (863) (902) -------- -------- Operating and other income 31,052 29,508 -------- -------- Interest: Interest on long-term debt 13,751 12,728 Other interest 2,623 1,687 Allowance for borrowed funds used during construction - credit (1,399) (469) -------- -------- Total interest 14,975 13,946 -------- -------- Net income $ 16,077 $ 15,562 ======== ======== Statements of Retained Earnings Retained earnings at beginning of period $ 79,215 $ 71,460 Net income 16,077 15,562 Dividends declared on cumulative preferred stock (2,143) (1,784) Dividends declared on common stock (2,831) (5,662) Premium on redemption of preferred stock (361) -------- -------- Retained earnings at end of period $ 90,318 $ 79,215 ======== ======== The accompanying notes are an integral part of these financial statements. Per share data is not relevant because the Company's common stock is wholly owned by New England Electric System. THE NARRAGANSETT ELECTRIC COMPANY Balance Sheets (Unaudited) September 30,December 31, ASSETS 1994 1993 ------ ---- ---- (In Thousands) Utility plant, at original cost $596,058 $534,569 Less accumulated provisions for depreciation 163,077 156,652 -------- -------- 432,981 377,917 Construction work in progress 37,520 43,660 -------- -------- Net utility plant 470,501 421,577 -------- -------- Current assets: Cash 328 838 Accounts receivable: From sales of electric energy 50,549 55,795 Other (including $6,941,000 and $1,087,000 from affiliates)22,46211,701 Less reserves for doubtful accounts 4,377 3,800 -------- -------- 68,634 63,696 Unbilled revenues 13,175 Fuel, materials and supplies, at average cost 6,331 4,572 Prepaid and other current assets 12,232 11,515 -------- -------- Total current assets 100,700 80,621 -------- -------- Deferred charges and other assets 55,381 53,709 -------- -------- $626,582 $555,907 ======== ======== CAPITALIZATION AND LIABILITIES ------------------------------ Capitalization: Common stock, par value $50 per share, authorized and outstanding 1,132,487 shares $ 56,624 $ 56,624 Premiums on preferred stocks 170 170 Other paid-in capital 45,000 45,000 Retained earnings 90,318 81,659 -------- -------- Total common equity 192,112 183,453 Cumulative preferred stock 36,500 36,500 Long-term debt 178,893 155,972 -------- -------- Total capitalization 407,505 375,925 -------- -------- Current liabilities: Short-term debt (including $23,625,000 and $19,725,000 to affiliates) 33,625 19,725 Accounts payable (including $48,903,000 and $43,468,000 to affiliates) 55,708 51,005 Accrued liabilities: Taxes 1,979 1,712 Interest 3,134 4,921 Other accrued expenses 29,520 11,798 Customer deposits 5,524 5,622 Dividends payable 1,668 1,102 -------- -------- Total current liabilities 131,158 95,885 -------- -------- Deferred federal income taxes 67,013 63,494 Unamortized investment tax credits 8,645 9,026 Other reserves and deferred credits 12,261 11,577 -------- -------- $626,582 $555,907 ======== ======== The accompanying notes are an integral part of these financial statements. THE NARRAGANSETT ELECTRIC COMPANY Statements of Cash Flows Nine Months Ended September 30 (Unaudited) 1994 1993 ---- ---- (In Thousands) Operating Activities: Net income $ 12,531 $ 10,728 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 19,980 13,727 Deferred federal income taxes and investment tax credit - net 1,198 1,562 Allowance for funds used during construction (2,121) (645) Amortization of unbilled revenues 4,105 Early retirement program 2,705 Decrease (increase) in accounts receivable, net, and unbilled revenues (18,113) (7,863) Decrease (increase) in fuel, materials, and supplies(1,759) 606 Increase (decrease) in accounts payable 4,703 3,145 Increase (decrease) in other current liabilities 11,999 (1,367) Other, net 998 (2,455) -------- -------- Net cash provided by operating activities $ 33,521 $ 20,143 -------- -------- Investing Activities: Plant expenditures, excluding allowance for funds used during construction $(66,725) $(45,398) Other investing activities (900) -------- -------- Net cash used in investing activities $(67,625) $(45,398) -------- -------- Financing Activities: Dividends paid on common stock $ (1,699) $ (5,095) Dividends paid on preferred stock (1,607) (1,233) Preferred stock - issues 20,000 Preferred stock - retirements (10,000) Premium on redemption of preferred stock (361) Long-term debt - issues 23,000 27,500 Long-term debt - retirements (14,900) Premium on reacquisition of long-term debt (652) Changes in short-term debt 13,900 10,700 -------- -------- Net cash provided by financing activities $ 33,594 $ 25,959 -------- -------- Net increase (decrease) in cash and cash equivalents$ (510) $ 704 Cash and cash equivalents at beginning of period 838 830 -------- -------- Cash and cash equivalents at end of period $ 328 $ 1,534 ======== ======== Supplementary Information: Interest paid less amounts capitalized $ 12,286 $ 11,122 -------- -------- Federal income taxes paid $ 703 $ 2,934 -------- -------- The accompanying notes are an integral part of these financial statements. Note A - ------ A 1986 Rhode Island Supreme Court decision held that the Rhode Island Public Utilities Commission's (RIPUC) rate-making powers include the authority to order refunds of amounts earned in excess of an allowed return. As a result, the RIPUC monitors the Company's earnings on a continuous basis. Note B - Hazardous Waste - ------------------------ The Federal Comprehensive Environmental Response, Compensation and Liability Act, more commonly known as the "Superfund" law, imposes strict, joint and several liability, regardless of fault, for remediation of property contaminated with hazardous substances. Parties liable include past and present site owners and operators, transporters that brought wastes to the site, and entities that generated or arranged for disposal or treatment of wastes ultimately disposed of at the site. The electric utility industry typically utilizes and/or generates in its operations a range of potentially hazardous products and by-products. These products or by-products may not have previously been considered hazardous, and may not currently be considered hazardous, but may be identified as such by federal, state, or local authorities in the future. The New England Electric System (NEES) subsidiaries currently have in place an environmental audit program intended to enhance compliance with existing federal, state, and local requirements regarding the handling of potentially hazardous products and by-products. Federal and state environmental agencies have contacted the Company regarding liability for cleanup of sites alleged to contain hazardous waste or substances. The Company has been named as a potentially responsible party (PRP) by either the U.S. Environmental Protection Agency or the Massachusetts Department of Environmental Protection at two sites (one of which is located in Massachusetts) at which hazardous waste is alleged to have been disposed. The Company is also aware of other sites for which it may be held responsible for remediating and it is likely that, in the future, the Company will become involved in additional proceedings demanding contribution for the cost of remediating additional hazardous waste sites. Gas was manufactured from coal in Rhode Island in the past. The Company is aware of five sites on which gas was manufactured or manufactured gas was stored that were owned either by the Company Note B - Hazardous Waste - Continued - ------------------------ or by its predecessor companies. It is not known to what extent the Company would be held liable for hazardous wastes, if any, left at these manufactured gas locations. There are significant uncertainties as to the potential costs to investigate and, when necessary, remediate any given hazardous waste site. Factors such as the evolving nature of remediation technology and regulatory requirements and the particular characteristics of each site, including, for example, the size of the site, the nature and amount of waste disposed at the site, and the surrounding geography and land use, make precise estimates difficult. A preliminary review by a consultant hired by the NEES companies of the potential cost of investigating and, if necessary, remediating Rhode Island manufactured gas sites resulted in costs per site ranging from less than $1 million to $8 million. An informal survey of other utilities conducted on behalf of NEES and its subsidiaries indicated costs in a similar range. There are also significant uncertainties as to the portion, if any, of the investigation and remediation costs of any particular hazardous waste site that may ultimately be borne by the Company. The Company believes that hazardous waste liabilities for all sites of which it is aware will not be material (10 percent of common equity) to its financial position. Where appropriate, the Company intends to seek recovery from its insurers and from other PRPs, but it is uncertain whether, and to what extent, such efforts will be successful. Note C - ------ Under a rate agreement approved in July 1994, the Company began recognizing, for accounting purposes, revenues for electricity delivered but not yet billed (unbilled revenue). Unbilled revenues at September 30, 1994 were $13 million, of which $3 million was recognized in the third quarter of 1994. The remainder of $10 million at September 30, 1994 has been deferred for recognition monthly through December 1995 and appears on the balance sheet under the caption "Other accrued expenses". Note D - ------ In the opinion of the Company, these statements reflect all adjustments (which include normal recurring adjustments) necessary for a fair statement of the results of its operations for the periods presented and should be considered in conjunction with the notes to the financial statements in the Company's 1993 Annual Report. Part II - Item 6. Exhibits and Reports on Form 8-K Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- The Company is filing the following revised exhibit for incorporation by reference into its registration statements on Form S-3, Commission File Nos. 33-49455 and 33-50015: 12 Statement re computation of ratios The Company is filing the following exhibit: 18 Coopers & Lybrand Preferability Letter re: accounting change for unbilled revenues. The Company is filing Financial Data Schedules. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-Q for the quarter ended September 30, 1994 to be signed on its behalf by the undersigned thereunto duly authorized. THE NARRAGANSETT ELECTRIC COMPANY s/Howard W. McDowell ___________________________________ Howard W. McDowell Controller, Authorized Officer, and Principal Accounting Officer Date: April 24, 1995