<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, 1996 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, 1996 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, 1996 AND DECEMBER 31, 1995 ASSETS (Dollars in thousands) June 30, December 31, 1996 1995 (Unaudited) PROPERTY, PLANT AND EQUIPMENT, at original cost $435 229 $436 531 Less - Accumulated depreciation and amortization 172 303 163 929 262 926 272 602 Add - Construction work in progress 13 751 5 759 Nuclear fuel in process 148 122 276 825 278 483 LEASED PROPERTY, net 12 838 13 128 INVESTMENTS Equity in corporate joint venture 3 430 3 372 CURRENT ASSETS Cash 12 12 Accounts receivable- Affiliated companies 6 801 9 282 Other 9 815 9 520 Electric production fuel oil 664 762 Prepaid property taxes - 874 Other 2 672 3 435 19 964 23 885 DEFERRED CHARGES Seabrook 1 5 785 6 436 Seabrook 2 2 393 3 343 Other 19 714 20 813 27 892 30 592 $340 949 $349 460 <PAGE 3> CANAL ELECTRIC COMPANY CONDENSED BALANCE SHEETS JUNE 30, 1996 AND DECEMBER 31, 1995 CAPITALIZATION AND LIABILITIES (Dollars in thousands) June 30, December 31, 1996 1995 (Unaudited) 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 52 089 52 070 98 490 98 471 Long-term debt, including premiums, less current sinking fund requirements and maturing debt 83 954 83 941 182 444 182 412 CAPITAL LEASE OBLIGATIONS 12 258 12 547 CURRENT LIABILITIES Interim Financing - Notes payable to banks 22 700 23 425 Advances from affiliates 14 240 5 865 Maturing long-term debt - 3 230 36 940 32 520 Other Current Liabilities - Current sinking fund requirements 350 920 Accounts payable - Affiliated companies 1 321 2 049 Other 12 915 19 757 Accrued taxes - Income 1 143 3 159 Local property and other 21 855 Capital lease obligations 579 581 Accrued interest and other 3 529 3 608 19 858 30 929 56 798 63 449 DEFERRED CREDITS Accumulated deferred income taxes 72 397 72 914 Unamortized investment tax credits and other 17 052 18 138 89 449 91 052 COMMITMENTS AND CONTINGENCIES $340 949 $349 460 See accompanying notes. <PAGE 4> CANAL ELECTRIC COMPANY CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (Dollars in thousands) (Unaudited) Three Months Ended Six Months Ended 1996 1995 1996 1995 (Dollars in Thousands) ELECTRIC OPERATING REVENUES Sales to affiliated companies $22 219 $17 815 $ 49 965 $ 42 759 Sales to non-affiliated companies 18 048 10 223 38 223 18 696 40 267 28 038 88 188 61 455 OPERATING EXPENSES Fuel used in production 14 941 8 475 37 902 16 298 Electricity purchased for resale 1 155 4 100 3 092 8 511 Other operation and maintenance 10 300 10 405 19 248 19 092 Depreciation 4 546 4 292 9 092 8 115 Taxes - Income 2 399 (5 701) 5 484 (3 673) Local property 537 652 1 233 1 381 Payroll and other 192 203 423 418 34 070 22 426 76 474 50 142 OPERATING INCOME 6 197 5 612 11 714 11 313 OTHER INCOME 157 69 2 101 78 INCOME BEFORE INTEREST CHARGES 6 354 5 681 13 815 11 391 INTEREST CHARGES Long-term debt 2 006 2 059 4 055 4 121 Other interest charges 534 449 1 007 865 Allowance for borrowed funds used during construction (25) (185) (55) (285) 2 515 2 323 5 007 4 701 NET INCOME 3 839 3 358 8 808 6 690 RETAINED EARNINGS - Beginning of period 53 201 51 552 52 070 51 647 Dividends on common stock (4 951) (3 199) (8 789) (6 626) RETAINED EARNINGS - End of period $52 089 $51 711 $ 52 089 $ 51 711 See accompanying notes. <PAGE 5> CANAL ELECTRIC COMPANY CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (Dollars in thousands) (Unaudited) 1996 1995 (Dollars in Thousands) OPERATING ACTIVITIES Net income $ 8 808 $ 6 690 Effects of noncash items - Depreciation and amortization 11 465 10 852 Deferred income taxes and investment tax credits, net (859) (4 842) Earnings from corporate joint venture (250) (258) Dividends from corporate joint venture 192 465 Change in working capital, exclusive of cash and interim financing (6 580) (3 809) All other operating items (754) (3 750) Net cash provided by operating activities 12 022 5 348 INVESTING ACTIVITIES Additions to property, plant and equipment (exclusive of AFUDC) (7 041) (11 829) Allowance for borrowed funds used during construction (55) (285) Net cash used for investing activities (7 096) (12 114) FINANCING ACTIVITIES Proceeds from (payment of) short-term borrowings (725) 3 925 Payment of dividends (8 789) (6 626) Advances from affiliates 8 375 9 835 Long-term debt issue refunded (3 420) - Sinking fund payments (367) (366) Net cash provided by (used for) financing activities (4 926) 6 768 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) $ 5 042 $ 4 581 Income taxes $ 8 376 $ 3 131 See accompanying notes. <PAGE 6> CANAL ELECTRIC COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS (1) General Information 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 System is an exempt public utility holding company under the provisions of the Public Utility Holding Company Act of 1935 and, in addition to its investment in the Company, has interests in other utility and several non-regulated companies. The Company has 119 regular employees including 91 (76%) who are represented by a collective bargaining agreement which expires in May of 1997. 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) Significant Accounting Policies (a) Principles of Accounting Generally, expenses which benefit more than one interim period are allocated to other periods to more appropriately match revenues and expenses. 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, 1996 and 1995, 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. The Company's significant accounting policies are described in Note 2 of Notes to Financial Statements included in its 1995 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. <PAGE 7> CANAL ELECTRIC COMPANY (b) Regulatory Assets The Company is regulated as to rates, accounting and other matters by various authorities, including the Federal Energy Regulatory Commission (FERC) and the Massachusetts Department of Public Utilities (DPU). Based on the current regulatory framework, the Company accounts for the economic effects of regulation in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation." The Company has established various regulatory assets in cases where the FERC has permitted or is expected to permit recovery of specific costs over time. On January 1, 1996, the Company adopted SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." SFAS No. 121 imposes stricter criteria for regulatory assets by requiring that such assets be probable of future recovery at each balance sheet date. As of June 30, 1996, SFAS No. 121 did not have an impact on its financial position or results of operations. However, this result may change as modifications are made in the current regulatory framework pursuant to electric utility restructuring orders issued by the DPU including a final order that is expected to be issued by the end of 1996. For additional discussion of electric industry restructuring activities, see Management's Discussion and Analysis of Results of Operations. The principal regulatory assets included in deferred charges were as follows: June 30, December 31, 1996 1995 (Dollars in thousands) Seabrook related costs $ 7 891 $ 9 511 Deferred income taxes 14 188 14 106 Postretirement benefit costs 636 1 774 Total regulatory assets $22 715 $25 391 (3) Commitments and Contingencies Construction The Company is engaged in a continuous construction program presently estimated at $57.2 million for the five-year period 1996 through 2000. Of that amount, $19.1 million is estimated for 1996. As of June 30, 1996, construction expenditures, including an allowance for funds used during construction, amounted to approximately $7.1 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 with internally generated funds and short-term borrowings. <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, 1996 and 1995 and unit sales for these periods is shown below: Three Months Ended Six Months Ended June 30, June 30, 1996 and 1995 1996 and 1995 Increase (Decrease) (Dollars in thousands) Electric Operating Revenues $ 12 229 43.6% $ 26 733 43.5% Operating Expenses - Fuel used in production 6 466 76.3 21 604 132.6 Electricity purchased for resale (2 945) (71.8) (5 419) (63.7) Other operation and maintenance (105) (1.0) 156 0.8 Depreciation 254 5.9 977 12.0 Taxes - Federal and state income 8 100 142.1 9 157 249.3 Local property and other (126) (14.7) (143) (7.9) 11 644 51.9 26 332 52.5 Operating Income 585 10.4 401 3.5 Other Income 88 127.5 2 023 2 593.6 Income Before Interest Charges 673 11.8 2 424 21.3 Interest Charges 192 8.3 306 6.5 Net Income $ 481 14.3 $ 2 118 31.7 Unit Sales (MWH) Increase 188 072 46.4 617 999 74.9 Three Months Ended Six Months Ended June 30, June 30, MWH Unit Sales 1996 and 1995 1996 and 1995 Canal Unit 1 483 411 - 1 054 710 - Canal Unit 2 - 267 736 135 094 511 676 Seabrook 1 87 839 77 322 164 538 165 356 Purchased for Resale 21 778 59 898 88 429 147 740 593 028 404 956 1 442 771 824 772 <PAGE 9> CANAL ELECTRIC COMPANY Revenue, Fuel and Purchased Power Operating revenues for the three and six months ended June 30, 1996 increased approximately $12.2 million or 43.6% and $26.7 million or 43.5%, respectively. The increase in both periods was due to higher unit sales and the absence of a refund to customers during the second quarter of 1995 (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. The significant increase in unit sales during both current periods was primarily due to the increased availability of Unit 1 which was out of service for the first half of 1995 due to a combination of scheduled maintenance and unscheduled extensive repairs to the turbine. Somewhat offsetting the increase in unit sales was the decreased availability of Unit 2 which was out of service for scheduled maintenance during the entire second quarter of 1996. Also affecting unit sales in both periods was a decrease in purchases made on behalf of affiliated retail distribution companies. The significant increase in fuel used in production during the current three and six-month periods reflects the absence of the previously discussed Unit 1 outage which occurred during the first six months of 1995 and higher oil costs. Fuel, purchased power and transmission costs for the current three and six-month periods represented approximately 48% and 42%, respectively, of operating revenues and averaged 2.86 cents and 2.96 cents per KWH, respectively, as compared to 3.31 cents and 3.21 cents per KWH for the same periods of 1995. Other Operating Expenses Other operation and maintenance decreased 1% during the first six months of 1996 due primarily to a decrease in maintenance costs associated with Unit 1 ($2.5 million) offset by an increase in maintenance related to Unit 2 ($401,000) and higher benefit costs ($1.9 million). During the current quarter other operation and maintenance expense increased by less than 1% as increases in benefit costs ($1.4 million) and maintenance related to Unit 2 ($800,000) were essentially offset by lower maintenance costs ($2.1 million) related to Unit 1. The increase in benefit costs during both current periods is due primarily to the Federal Energy Regulatory Commission's (FERC) acceptance of rate schedules which allow the recovery of previously deferred postretirement benefit costs over a six- month period which began in March. Depreciation expense increased in both current periods due to higher levels of plant-in-service. Federal and state income taxes increased due to the absence of a tax adjustment during the second quarter of 1995 related to the settlement of certain Seabrook- related income tax issues ($7.5 million) and a higher level of pretax income. The decrease in local property and other taxes reflects changes in property assessments. Other Income and Interest Charges The significant increase in other income during the first half of 1996 was primarily due to the recording of a regulatory asset for costs <PAGE 10> CANAL ELECTRIC COMPANY associated with postretirement benefits (approximately $1.8 million) following FERC acceptance of rate schedules which provide for the recovery of these costs over a six-month period that began in March 1996. Total interest charges increased 6.5% for the first six months of 1996 reflecting an increase in short-term interest ($142,000) due to a higher average level of short-term borrowings coupled with a decrease in the debt component of allowance for funds used during construction (AFUDC) ($230,000). During the current quarter, the 8.3% increase in total interest charges includes the effect of higher average short-term borrowings coupled with a decrease in the debt component of AFUDC. Regulatory Matters - Electric Industry Restructuring On August 16, 1995, the DPU issued an order calling for the restructuring of the electric utility industry in Massachusetts. The DPU's intent is to reduce electric costs to consumers by providing customers with the opportunity to choose their electric power provider while retail electric companies such as Cambridge Electric Light Company and Commonwealth Electric Company continue to provide transmission and distribution services. On May 1, 1996, the DPU issued an order containing proposed rules for implementing electric industry restructuring. The proposed rules, which were the subject of public comment and hearings during June and July 1996, provide for: (1) the establishment of an independent system operator to operate the regional transmission system; (2) a power exchange to manage a competitive bidding pool for short-term power sales; (3) functional separation of electric companies into generation, trans- mission and distribution corporate entities; (4) preservation of discounts for low-income customers, shut-off protec- tions and provision of service to all customers; (5) registration requirements for generation suppliers; (6) options for phased incentives for electric companies to divest their generation assets; (7) promotion of environmental goals; (8) support for energy efficiency and renewable energy resources; (9) a price cap system of incentive regulation for the remaining distri- bution and transmission functions; (10) unbundling of rates on bills into separate components of transmis- sion, distribution and energy, and implementation of a competitive generation market by January 1, 1998; and (11) a reasonable opportunity for recovery of stranded cost. On August 9, 1996, the DPU issued an order delaying the issuance of final rules until the end of 1996. The DPU also stated that it will soon issue a revised schedule for electric companies to make company-specific unbundled rate filings. Although the DPU has not yet issued its revised rate filing schedule, Cambridge and Commonwealth Electric anticipate filing their revenue- neutral, unbundled rates in early 1997 after the issuance of the DPU's final rules. Also, during 1997, Cambridge and Commonwealth Electric will <PAGE 11> CANAL ELECTRIC COMPANY file their comprehensive restructuring plan. One element of their plan (announced on February 15, 1996) calls for the auctioning, in a competitive market, of their capacity entitlement (1,140 MW) in all of their twenty-one power contracts in an effort to develop a competitive market whereby customers would have the flexibility of choosing their electric supplier. These entitlements include contracts for power held by Cambridge and Commonwealth Electric involving the Company. 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. 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 12> 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, 1996. (b) Reports on Form 8-K No reports on Form 8-K were filed during the three months ended June 30, 1996 <PAGE 13> 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, 1996