<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 June 30, 1995 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 August 1, 1995 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 JUNE 30, 1995 AND DECEMBER 31, 1994 ASSETS (Unaudited) June 30, December 31, 1995 1994 (Dollars in Thousands) PROPERTY, PLANT AND EQUIPMENT, at original cost $410 394 $409 648 Less - Accumulated depreciation and amortization 158 498 150 337 251 896 259 311 Add - Construction work in progress 17 054 6 250 Nuclear fuel in process 302 139 269 252 265 700 LEASED PROPERTY, net 13 551 13 844 INVESTMENTS Equity in corporate joint venture 3 595 3 802 CURRENT ASSETS Cash 14 12 Accounts receivable Affiliates 7 428 7 935 Other 6 206 9 100 Electric production fuel oil 822 736 Prepaid taxes - Property - 932 Income 1 944 61 Other 2 898 2 685 19 312 21 461 DEFERRED CHARGES Seabrook 1 7 061 7 735 Seabrook 2 4 265 5 140 Other 19 720 12 195 31 046 25 070 $336 756 $329 877 <PAGE 3> CANAL ELECTRIC COMPANY CONDENSED BALANCE SHEETS JUNE 30, 1995 AND DECEMBER 31, 1994 CAPITALIZATION AND LIABILITIES (Unaudited) June 30, December 31, 1995 1994 (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 51 711 51 647 98 112 98 048 Long-term debt, including premiums, less current sinking fund requirements 87 347 87 713 185 459 185 761 CAPITAL LEASE OBLIGATIONS 12 966 13 258 CURRENT LIABILITIES Interim Financing - Notes payable to banks 15 250 11 325 Advances from affiliates 19 185 9 350 34 435 20 675 Other Current Liabilities - Current sinking fund requirements 1 110 1 110 Accounts payable - Affiliates 1 675 1 932 Other 9 836 14 857 Accrued local property and other taxes 33 977 Capital lease obligations 585 586 Accrued interest and other 4 383 4 120 17 622 23 582 52 057 44 257 DEFERRED CREDITS Accumulated deferred income taxes 68 326 68 732 Unamortized investment tax credits and other 17 948 17 869 86 274 86 601 COMMITMENTS AND CONTINGENCIES $336 756 $329 877 See accompanying notes. <PAGE 4> CANAL ELECTRIC COMPANY CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (Unaudited) Three Months Ended Six Months Ended 1995 1994 1995 1994 (Dollars in Thousands) ELECTRIC OPERATING REVENUES Sales to affiliated companies $17 815 $32 448 $ 42 759 $ 65 502 Sales to non-affiliated companies 10 223 18 742 18 696 39 585 28 038 51 190 61 455 105 087 OPERATING EXPENSES Fuel used in production 8 475 21 701 16 298 45 932 Electricity purchased for resale 4 100 6 952 8 511 14 634 Other operation and maintenance 10 405 10 004 19 092 19 259 Depreciation 4 292 3 418 8 115 6 830 Taxes - Income (5 701) 2 301 (3 673) 4 696 Local property 652 690 1 381 1 379 Payroll and other 203 189 418 408 22 426 45 255 50 142 93 138 OPERATING INCOME 5 612 5 935 11 313 11 949 OTHER INCOME 69 41 78 130 INCOME BEFORE INTEREST CHARGES 5 681 5 976 11 391 12 079 INTEREST CHARGES Long-term debt 2 059 2 072 4 121 4 148 Other interest charges 449 321 865 595 Allowance for borrowed funds used during construction (185) (34) (285) (71) 2 323 2 359 4 701 4 672 NET INCOME 3 358 3 617 6 690 7 407 RETAINED EARNINGS - Beginning of period 51 552 51 941 51 647 48 151 Dividends on common stock (3 199) (3 046) (6 626) (3 046) RETAINED EARNINGS - End of period $51 711 $52 512 $ 51 711 $ 52 512 See accompanying notes. <PAGE 5> CANAL ELECTRIC COMPANY CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (Unaudited) 1995 1994 (Dollars in Thousands) OPERATING ACTIVITIES Net income $ 6 690 $ 7 407 Effects of noncash items - Depreciation and amortization 10 852 9 335 Deferred income taxes and investment tax credits, net (4 842) 180 Earnings from corporate joint venture (258) (251) Dividends from corporate joint venture 465 184 Change in working capital, exclusive of cash and interim financing (3 809) 4 988 All other operating items (3 750) (458) Net cash provided by operating activities 5 348 21 385 INVESTING ACTIVITIES Additions to property, plant and equipment (exclusive of AFUDC) (11 829) (1 412) Allowance for borrowed funds used during construction (285) (71) Net cash used for investing activities (12 114) (1 483) FINANCING ACTIVITIES Proceeds from (payment of) short-term borrowings 3 925 (28 000) Payment of dividends (6 626) (3 046) Advances from affiliates 9 835 11 510 Sinking fund payments (366) (366) Net cash used for financing activities 6 768 (19 902) Net increase in cash 2 - Cash at beginning of period 12 12 Cash at end of period $ 14 $ 12 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest (net of capitalized amounts) $ 4 581 $ 4 558 Income taxes $ 3 131 $ 3 748 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 1994 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. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (SFAS 121). SFAS 121 imposes stricter criteria for regulatory assets by requiring that such assets be probable of future recovery at each balance sheet date. Based on the current regulatory framework, the Company accounts for the economic effects of regulation in accordance with the provisions of SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation" and does not expect that SFAS 121, which the Company expects to adopt on January 1, 1996, will have a material impact on its financial position or results of operations. However, this conclusion may change in the future if changes are made in the current regulatory framework or as competitive factors influence wholesale pricing in this industry. The principal regulatory assets included in deferred charges were as follows: June 30, December 31, 1995 1994 (Dollars in Thousands) Seabrook related costs $11 095 $12 648 Deferred income taxes 9 626 5 537 Postretirement benefit costs 1 514 1 242 Total regulatory assets $22 235 $19 427 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 June 30, 1995 and 1994 reflect, in the opinion of the Company, all adjustments (consisting of only normal recurring accruals) necessary to summarize <PAGE 7> CANAL ELECTRIC COMPANY 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. (2) Commitments and Contingencies (a) Construction The Company is engaged in a continuous construction program presently estimated at approximately $70 million for the five-year period 1995 through 1999. Of that amount, $27.4 million is estimated for 1995. As of June 30, 1995, construction expenditures, including an allowance for funds used during construction, amounted to approximately $12.1 million. The program is subject to periodic review and revision because of factors such as changes in business conditions, rates of customer growth, effects of inflation, maintenance of reliable and safe service, equipment delivery schedules, licensing delays, availability, and cost of capital and environmental factors. The Company expects to finance these expenditures on an interim basis with internally generated funds and short-term borrowings that are ultimately expected to be repaid with proceeds from sales of long-term debt and equity securities. (b) Decommissioning of Seabrook Unit The Company and the other joint owners of the Seabrook nuclear power plant have established a decommissioning fund to cover post operation decommissioning costs. The estimated cost to decommission the plant is $390 million. The Company's share of this liability (approximately $13.7 million), less its share of the market value of the decommissioning trust (approximately $1.3 million), is approximately $12.4 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 six months ended June 30, 1995 and 1994 is shown below: Three Months Ended Six Months Ended June 30, June 30, 1995 and 1994 1995 and 1994 Increase (Decrease) (Dollars in Thousands) Electric Operating Revenues $(23 152) (45.2)% $(43 632) (41.5)% Operating Expenses - Fuel used in production (13 226) (60.9) (29 634) (64.5) Electricity purchased for resale (2 852) (41.0) (6 123) (41.8) Other operation and maintenance 401 4.0 (167) (0.9) Depreciation 874 25.6 1 285 18.8 Taxes - Federal and state income (8 002) (347.8) (8 369) (178.2) Local property and other (24) (2.7) 12 0.7 (22 829) (50.4) (42 996) (46.2) Operating Income (323) (5.4) (636) (5.3) Other Income 28 68.3 (52) (40.0) Income Before Interest Charges (295) (4.9) (688) (5.7) Interest Charges (36) (1.5) 29 0.6 Net Income $ (259) (7.2) $ (717) (9.7) Unit Sales (MWH) Decrease (741 250) (64.7) (1 607 136) (66.1) Three Months Ended Six Months Ended June 30, June 30, MWH Unit Sales 1995 and 1994 1995 and 1994 Canal Unit 1 - 629 321 - 1 341 546 Canal Unit 2 267 736 411 997 511 676 782 123 Seabrook 1 77 322 6 861 165 356 71 241 Purchased for Resale 59 898 98 027 147 740 236 998 404 956 1 146 206 824 772 2 431 908 <PAGE 9> CANAL ELECTRIC COMPANY Revenue, Fuel and Purchased Power Operating revenues for the three and six months ended June 30, 1995 decreased approximately $23.2 million or 45.2% and $43.6 million or 41.5%, respectively. The decrease in both periods was due to lower unit sales and a refund to customers during the second quarter (approximately $7.5 million) reflecting the settlement of certain Seabrook-related tax issues. Also affecting operating revenues in both periods was a decrease in the level of purchases made on behalf of affiliated retail distribution companies. Unit sales decreased significantly during both current periods due primarily to a combination of scheduled maintenance and unscheduled extensive repairs to the turbine which has kept Unit 1 out of service for the first half of 1995. Also affecting unit sales in both periods was the decreased availability of Unit 2 and increased availability of Seabrook 1 reflecting the timing of scheduled maintenance and a decline in the level of purchases made on behalf of affiliated retail distribution companies. The 64.5% decrease in fuel used in production during the first six months of 1995 reflects the Unit 1 outage during the period. Fuel, purchased power and transmission costs for the current three and six-month periods represented approximately 48% and 43%, respectively, of operating revenues and averaged 3.31 cents and 3.21 cents per KWH, respectively, as compared to 2.57 cents and 2.56 cents per KWH for the same periods of 1994. Other Operating Expenses Other operation and maintenance decreased 0.9% during the first six months of 1995 due primarily to decreases in costs associated with the operation of Seabrook 1 ($1,232,000), lower insurance and benefits costs ($210,000) and continued cost containment efforts offset by an increase in maintenance related to Unit 1 ($2.1 million). The 4% increase in other operation and maintenance expense during the second quarter was due primarily to increased maintenance ($1.1 million) related to Unit 1 offset in part by the absence of maintenance on Seabrook 1 during the second quarter of last year and lower other operation expense (approximately $700,000) due to continued cost containment efforts and a decrease in insurance and benefits costs ($98,000). Depreciation expense increased in both current periods due to a higher level of plant-in-service and an adjustment to the depreciation rate related to Unit 1 during the second quarter. Federal and state income taxes decreased due to the second quarter tax adjustment related to the settlement of certain Seabrook- related income tax issues ($7.5 million) and a lower level of pretax income. Interest Charges Total interest charges were virtually unchanged for the first six months of 1995 reflecting an increase in short-term interest ($270,000) due to higher interest rates (6.2% as compared to 3.7% in 1994) on a slightly lower average level of short-term debt coupled with an increase in the debt portion of allowance for funds used during construction (AFUDC) ($214,000) <PAGE 10> CANAL ELECTRIC COMPANY reflecting greater construction activity. During the second quarter total interest charges decreased 1.5% despite an increase in other interest charges ($128,000) caused by a higher average level of short-term debt and higher interest rates, due to an increase in the debt component of AFUDC ($151,000). 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 electric generating and transmission facilities and can require the installation of expensive air and water pollution control equipment such as the nitrogen oxide emissions control project underway at Unit 1. These regulations have had an impact on the Company's operations in the past and will continue to have an impact on future operations, capital costs and construction schedules of major facilities. <PAGE 11> CANAL ELECTRIC COMPANY PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule Filed herewith as Exhibit 1 is the Financial Data Schedule for the six months ended June 30, 1995. (b) Reports on Form 8-K No reports on Form 8-K were filed during the three months ended June 30, 1995. <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: August 14, 1995