<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 September 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 November 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 SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 ASSETS (Unaudited) September 30, December 31, 1995 1994 (Dollars in Thousands) PROPERTY, PLANT AND EQUIPMENT, at original cost $431 468 $409 648 Less - Accumulated depreciation and amortization 163 134 150 337 268 334 259 311 Add - Construction work in progress 4 011 6 250 Nuclear fuel in process 452 139 272 797 265 700 LEASED PROPERTY, net 13 404 13 844 INVESTMENTS Equity in corporate joint venture 3 651 3 802 CURRENT ASSETS Cash 12 12 Accounts receivable Affiliates 8 757 7 935 Other 6 497 9 100 Electric production fuel oil 738 736 Prepaid taxes - Property 1 339 932 Income - 61 Other 2 726 2 685 20 069 21 461 DEFERRED CHARGES Seabrook 1 6 704 7 735 Seabrook 2 3 805 5 140 Other 16 460 12 195 26 969 25 070 $336 890 $329 877 <PAGE 3> CANAL ELECTRIC COMPANY CONDENSED BALANCE SHEETS SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 CAPITALIZATION AND LIABILITIES (Unaudited) September 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 52 299 51 647 98 700 98 048 Long-term debt, including premiums, less current sinking fund requirements 87 164 87 713 185 864 185 761 CAPITAL LEASE OBLIGATIONS 12 820 13 258 CURRENT LIABILITIES Interim Financing - Notes payable to banks 16 825 11 325 Advances from affiliates 14 810 9 350 31 635 20 675 Other Current Liabilities - Current sinking fund requirements 1 110 1 110 Accounts payable - Affiliates 1 149 1 932 Other 10 103 14 857 Accrued taxes - Local property and other 1 560 977 Income 330 - Capital lease obligations 584 586 Accrued interest and other 5 222 4 120 20 058 23 582 51 693 44 257 DEFERRED CREDITS Accumulated deferred income taxes 68 458 68 732 Unamortized investment tax credits and other 18 055 17 869 86 513 86 601 COMMITMENTS AND CONTINGENCIES $336 890 $329 877 See accompanying notes. <PAGE 4> CANAL ELECTRIC COMPANY CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (Unaudited) Three Months Ended Nine Months Ended 1995 1994 1995 1994 (Dollars in Thousands) ELECTRIC OPERATING REVENUES Sales to affiliated companies $26 710 $31 882 $ 69 469 $ 97 384 Sales to non-affiliated companies 17 182 20 248 35 878 59 833 43 892 52 130 105 347 157 217 OPERATING EXPENSES Fuel used in production 16 371 21 983 32 669 67 915 Electricity purchased for resale 4 013 7 758 12 524 22 392 Other operation and maintenance 10 222 10 008 29 314 29 267 Depreciation 4 292 3 414 12 407 10 244 Taxes - Income 2 191 2 253 (1 482) 6 949 Local property 710 715 2 091 2 094 Payroll and other 176 178 594 586 37 975 46 309 88 117 139 447 OPERATING INCOME 5 917 5 821 17 230 17 770 OTHER INCOME 53 57 131 187 INCOME BEFORE INTEREST CHARGES 5 970 5 878 17 361 17 957 INTEREST CHARGES Long-term debt 2 056 2 069 6 177 6 217 Other interest charges 527 314 1 392 909 Allowance for borrowed funds used during construction (247) (3) (532) (74) 2 336 2 380 7 037 7 052 NET INCOME 3 634 3 498 10 324 10 905 RETAINED EARNINGS - Beginning of period 51 711 52 512 51 647 48 151 Dividends on common stock (3 046) (3 047) (9 672) (6 093) RETAINED EARNINGS - End of period $52 299 $52 963 $ 52 299 $ 52 963 See accompanying notes. <PAGE 5> CANAL ELECTRIC COMPANY CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (Unaudited) 1995 1994 (Dollars in Thousands) OPERATING ACTIVITIES Net income $10 324 $10 905 Effects of noncash items - Depreciation and amortization 16 502 14 375 Deferred income taxes and investment tax credits, net (4 931) 870 Earnings from corporate joint venture (408) (381) Dividends from corporate joint venture 559 375 Change in working capital, exclusive of cash and interim financing (2 132) 618 All other operating items (291) (161) Net cash provided by operating activities 19 623 26 601 INVESTING ACTIVITIES Additions to property, plant and equipment (exclusive of AFUDC) (19 830) (2 973) Allowance for borrowed funds used during construction (532) (74) Net cash used for investing activities (20 362) (3 047) FINANCING ACTIVITIES Proceeds from (payment of) short-term borrowings 5 500 (23 625) Payment of dividends (9 672) (6 093) Advances from affiliates 5 460 6 715 Sinking fund payments (549) (549) Net cash used for financing activities 739 (23 552) Net increase in cash - 2 Cash at beginning of period 12 12 Cash at end of period $ 12 $ 14 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest (net of capitalized amounts) $ 6 388 $ 6 396 Income taxes $ 3 081 $ 7 220 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 will 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: September 30, December 31, 1995 1994 (Dollars in Thousands) Seabrook related costs $10 300 $12 648 Deferred income taxes 9 667 5 537 Postretirement benefit costs 1 660 1 242 Total regulatory assets $21 627 $19 427 The unaudited financial statements for the periods ended September 30, 1995 and 1994 reflect, in the opinion of the Company, all adjustments (consisting of only normal recurring accruals) necessary to summarize 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. <PAGE 7> CANAL ELECTRIC COMPANY 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 September 30, 1995, construction expenditures, including an allowance for funds used during construction, amounted to approximately $20.4 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 $394 million. The Company's share of this liability (approximately $13.9 million), less its share of the market value of the decommissioning trust (approximately $1.4 million), is approximately $12.5 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 nine months ended September 30, 1995 and 1994 and unit sales for these periods is shown below: Three Months Ended Nine Months Ended September 30, September 30, 1995 and 1994 1995 and 1994 Increase (Decrease) (Dollars in Thousands) Electric Operating Revenues $ (8 238)(15.8)% $(51 870) (33.0)% Operating Expenses - Fuel used in production (5 612) (25.5) (35 246) (51.9) Electricity purchased for resale (3 745) (48.3) (9 868) (44.1) Other operation and maintenance 214 2.1 47 0.2 Depreciation 878 25.7 2 163 21.1 Taxes - Federal and state income (62) (2.8) (8 431) (121.3) Local property and other (7) (0.8) 5 0.2 (8 334) (18.0) (51 360) (36.8) Operating Income 96 1.6 (540) (3.0) Other Income (4) (7.0) (56) (29.9) Income Before Interest Charges 92 1.6 (596) (3.3) Interest Charges (44) (1.8) (15) (0.2) Net Income $ 136 3.9 $ (581) (5.3) Unit Sales (MWH) Decrease (278 975) (26.1) (1 886 111) (53.9) Three Months Ended Nine Months Ended September 30, September 30, MWH Unit Sales 1995 and 1994 1995 and 1994 Canal Unit 1 438 166 617 567 438 166 1 959 113 Canal Unit 2 180 325 254 389 692 001 1 036 512 Seabrook 1 80 901 57 516 246 257 128 757 Purchased for Resale 89 741 138 316 237 481 375 634 789 133 1 068 108 1 613 905 3 500 016 <PAGE 9> CANAL ELECTRIC COMPANY Revenue, Fuel and Purchased Power Operating revenues for the three and nine months ended September 30, 1995 decreased approximately $8.2 million or 15.8% and $51.9 million or 33%, respectively. The decrease in both periods was due to lower unit sales. The nine-month period also includes a refund to customers made 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 other repairs to the turbine which kept Unit 1 out of service from the start of the year until late July. Unit sales in both periods also reflect the decreased availability of Unit 2, and an increase in power available from Seabrook 1 due to the timing of scheduled maintenance and a decline in the level of purchases made on behalf of affiliated retail distribution companies. The 51.9% decrease in fuel used in production during the current nine months reflects the previously mentioned Unit 1 outage and the decreased availability of Unit 2. Fuel, purchased power and transmission costs for the current three and nine-month periods represented approximately 45% and 48%, respectively, of operating revenues and averaged 2.69 cents and 2.96 cents per KWH, respectively, as compared to 2.87 cents and 2.65 cents per KWH for the same periods a year ago. Other Operating Expenses Other operation and maintenance was virtually unchanged for the current nine-month period due primarily to decreases in costs associated with the operation of Seabrook 1 ($1.5 million), lower insurance and benefits costs ($245,000) and a decrease in transmission charges associated with the Company's investment in Hydro-Quebec Phase II ($75,000) offset in part by an increase in maintenance related to Unit 1 ($2.4 million). The 2.1% increase in other operation and maintenance expense during the third quarter was due primarily to maintenance related to Unit 1 ($1.2 million) offset in part by lower maintenance on Seabrook 1 during the third quarter ($355,000) due to the timing of a refueling outage. 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 made during the second quarter. The decrease in federal and state income taxes was 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 current nine- month period reflecting an increase in short-term interest ($483,000) due to higher interest rates (6.1% as compared to 4% in 1994) on a higher average level of short-term debt, offset by an increase in the debt component of the allowance for funds used during construction (AFUDC) <PAGE 10> CANAL ELECTRIC COMPANY ($458,000). During the third quarter total interest charges decreased 1.8% despite an increase in other interest charges ($213,000), due to an increase in the debt component of AFUDC ($244,000). 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 Effective October 1, 1995, John A. Whalen, formerly the Company's Comptroller, was appointed Vice President and General Manager of COM/Energy Services Company, an affiliate of the Company. James D. Rappoli, the Company's Financial Vice President and Treasurer, assumed Mr. Whalen's former duties as Comptroller. 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 nine months ended September 30, 1995. (b) Reports on Form 8-K No reports on Form 8-K were filed during the three months ended September 30, 1995. <PAGE 12> CANAL ELECTRIC COMPANY 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. CANAL ELECTRIC COMPANY (Registrant) Principal Financial and Accounting Officer: JAMES D. RAPPOLI James D. Rappoli, Financial Vice President and Treasurer Date: November 13, 1995