<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, 1997
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, 1997
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, 1997 AND DECEMBER 31, 1996
ASSETS
(Dollars in thousands)
June 30, December 31,
1997 1996
(Unaudited)
PROPERTY, PLANT AND EQUIPMENT, at original cost $463 557 $464 003
Less - Accumulated depreciation and
amortization 189 615 179 307
273 942 284 696
Add - Construction work in progress 2 880 943
Nuclear fuel in process 2 068 1 597
278 890 287 236
INVESTMENTS
Equity in corporate joint venture 3 302 3 321
CURRENT ASSETS
Cash 13 12
Accounts receivable-
Affiliated companies 9 676 10 294
Other 7 596 12 390
Electric production fuel oil 836 979
Prepaid taxes -
Income - 64
Property - 795
Other 2 724 3 087
20 845 27 621
DEFERRED CHARGES
Regulatory assets 18 735 19 859
Other 9 061 5 486
27 796 25 345
$330 833 $343 523
<PAGE 3>
CANAL ELECTRIC COMPANY
CONDENSED BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996
CAPITALIZATION AND LIABILITIES
(Dollars in thousands)
June 30, December 31,
1997 1996
(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 56 314 52 620
102 715 99 021
Long-term debt, including premiums, less
current sinking fund requirements and
maturing debt 84 267 83 618
186 982 182 639
CAPITAL LEASE OBLIGATIONS 11 591 11 878
CURRENT LIABILITIES
Interim Financing -
Notes payable to banks 16 575 26 550
Advances from affiliates 1 840 7 250
18 415 33 800
Other Current Liabilities -
Current sinking fund requirements 350 350
Accounts payable -
Affiliated companies 1 444 1 347
Other 14 592 18 123
Accrued taxes -
Income 414 -
Local property and other 21 795
Capital lease obligations 575 576
Accrued interest and other 6 449 3 986
23 845 25 177
42 260 58 977
DEFERRED CREDITS
Accumulated deferred income taxes 71 316 71 550
Unamortized investment tax credits and other 18 684 18 479
90 000 90 029
COMMITMENTS AND CONTINGENCIES
$330 833 $343 523
See accompanying notes.
<PAGE 4>
CANAL ELECTRIC COMPANY
CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(Dollars in thousands)
(Unaudited)
Three Months Ended Six Months Ended
1997 1996 1997 1996
(Dollars in Thousands)
ELECTRIC OPERATING REVENUES
Sales to affiliated companies $27 997 $22 219 $ 62 307 $ 49 965
Sales to non-affiliated companies 16 551 17 856 43 927 38 031
44 548 40 075 106 234 87 996
OPERATING EXPENSES
Fuel used in production 19 174 14 941 55 052 37 902
Electricity purchased for resale 1 307 1 155 3 979 3 092
Other operation and maintenance 9 697 10 300 18 293 19 248
Depreciation 5 066 4 546 10 131 9 092
Taxes -
Income 2 478 2 399 5 020 5 484
Local property 760 537 1 430 1 233
Payroll and other 224 192 452 423
38 706 34 070 94 357 76 474
OPERATING INCOME 5 842 6 005 11 877 11 522
OTHER INCOME 114 349 238 2 293
INCOME BEFORE INTEREST CHARGES 5 956 6 354 12 115 13 815
INTEREST CHARGES
Long-term debt 1 976 2 006 3 954 4 055
Other interest charges 333 534 724 1 007
Allowance for borrowed funds
used during construction (38) (25) (65) (55)
2 271 2 515 4 613 5 007
NET INCOME 3 685 3 839 7 502 8 808
RETAINED EARNINGS -
Beginning of period 56 437 53 201 52 620 52 070
Dividends on common stock (3 808) (4 951) (3 808) (8 789)
RETAINED EARNINGS -
End of period $56 314 $52 089 $ 56 314 $ 52 089
See accompanying notes.
<PAGE 5>
CANAL ELECTRIC COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(Dollars in thousands)
(Unaudited)
1997 1996
(Dollars in Thousands)
OPERATING ACTIVITIES
Net income $ 7 502 $ 8 808
Effects of noncash items -
Depreciation and amortization 11 880 11 465
Deferred income taxes and investment
tax credits, net (611) (859)
Earnings from corporate joint venture (222) (250)
Dividends from corporate joint venture 241 192
Change in working capital, exclusive of cash
and interim financing 5 445 (6 580)
All other operating items (2 728) (754)
Net cash provided by operating activities 21 507 12 022
INVESTING ACTIVITIES
Additions to property, plant and equipment
(exclusive of AFUDC) (2 248) (7 041)
Allowance for borrowed funds used
during construction (65) (55)
Net cash used for investing activities (2 313) (7 096)
FINANCING ACTIVITIES
Payment of short-term borrowings (9 975) (725)
Payment of dividends (3 808) (8 789)
Advances from (payments to) affiliates (5 410) 8 375
Long-term debt issue refunded - (3 420)
Sinking fund payments - (367)
Net cash used for financing activities (19 193) (4 926)
Net increase in cash 1 -
Cash at beginning of period 12 12
Cash at end of period $ 13 $ 12
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest (net of capitalized amounts) $ 4 428 $ 5 042
Income taxes $ 4 527 $ 8 376
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 111 regular employees including 85 (77%) represented
by a collective bargaining agreement that was scheduled to expire in May
1997. During the first quarter of 1997, a new agreement was reached that
will remain in effect through May 31, 2001. Employee relations have
generally been satisfactory.
During the second quarter of 1997, the system initiated a voluntary
personnel reduction program. For additional information, see the
"Personnel Reduction Program" section under Management's Discussion and
Analysis of Results of Operations.
The Company is a wholesale power company and operates two generating
units under life-of-the-unit power contracts on file with the Federal
Energy Regulatory Commission (FERC). The price of power 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 re-
covery 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,
1997 and 1996, 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 presenta-
tion 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 1996 Annual Report on
Form 10-K filed with the Securities and Exchange Commission. For interim
<PAGE 7>
CANAL ELECTRIC COMPANY
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.
(b) Regulatory Assets
The Company is regulated as to rates, accounting and other matters by
various authorities, including the 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.
Effective 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. SFAS No. 121 did not have an impact on the
Company's financial position upon adoption. This result may change as
modifications are made to the current regulatory framework due to ongoing
electric utility restructuring efforts in Massachusetts. For additional
information relating to electric industry restructuring, 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,
1997 1996
(Dollars in thousands)
Deferred income taxes $13 679 $13 597
Seabrook related costs 5 056 6 262
Total regulatory assets $18 735 $19 859
(3) Commitments and Contingencies
Construction
The Company is engaged in a continuous construction program presently
estimated at $68.2 million for the five-year period 1997 through 2001.
Of that amount, $20 million is estimated for 1997. As of June 30, 1997,
construction expenditures, including an allowance for funds used during
construction, amounted to approximately $2.3 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, 1997 and 1996 and unit sales for these periods is shown below:
Three Months Ended Six Months Ended
June 30, June 30,
1997 and 1996 1997 and 1996
Increase (Decrease)
(Dollars in thousands)
Electric Operating Revenues $ 4 473 11.2% $ 18 238 20.7%
Operating Expenses -
Fuel used in production 4 233 28.3 17 150 45.2
Electricity purchased for resale 152 13.2 887 28.7
Other operation and maintenance (603) (5.6) (955) (5.0)
Depreciation 520 11.4 1 039 11.4
Taxes -
Federal and state income 79 3.3 (464) (8.5)
Local property and other 255 35.0 226 13.6
4 636 13.6 17 883 23.4
Operating Income (163) (2.7) 355 3.1
Other Income (235) (67.3) (2 055) (89.6)
Income Before Interest Charges (398) (6.3) (1 700) (12.3)
Interest Charges (244) (9.7) (394) (7.9)
Net Income $ (154) (4.0) $(1 306) (14.8)
Unit Sales (MWH) Increase 266 177 44.9 861 092 59.7
Three Months Ended Six Months Ended
June 30, June 30,
MWH Unit Sales 1997 and 1996 1997 and 1996
Canal Unit 1 526 167 483 411 1 507 869 1 054 710
Canal Unit 2 256 933 - 555 634 135 094
Seabrook 1 51 111 87 839 126 952 164 538
Purchased for Resale 24 994 21 778 113 408 88 429
859 205 593 028 2 303 863 1 442 771
<PAGE 9>
CANAL ELECTRIC COMPANY
Revenue, Fuel and Purchased Power
Operating revenues for the three and six months ended June 30, 1997
increased approximately $4.5 million or 11.2% and $18.2 million or 20.7%,
respectively due primarily to a significant increase in unit sales during
both periods. The increase in unit sales during both periods was due to
the increased availability of Units 1 and 2 due to the timing of both
scheduled and unscheduled maintenance. Also affecting unit sales in both
periods was a lower level of power from Seabrook reflecting the timing of a
refueling outage which occurred during the quarter and an increase 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 increased availability of Units 1
and 2. Fuel, purchased power and transmission costs for the current three
and six-month periods represented approximately 48% and 57%, respectively,
of operating revenues and averaged 2.48 cents and 2.63 cents per KWH,
respectively, as compared to 2.86 cents and 2.96 cents per KWH for the same
periods of 1996.
Other Operating Expenses
During the current quarter and first six months of 1997, other operation
and maintenance decreased by $603,000 or 5.6% and $955,000 or 5%, respec-
tively, due primarily to lower postretirement benefit costs ($828,000 and
$1,055,000, respectively). Also affecting the change in other operation
and maintenance during both periods was lower maintenance related to Unit
2, offset by an increase in maintenance related to Seabrook. Depreciation
expense increased in both current periods due to higher levels of plant-in-
service. Federal and state income taxes decreased 8.5% in the six-month
period due to a lower level of pretax income. The increase in local
property and other taxes reflects changes in property assessments.
Other Income and Interest Charges
The significant decrease in other income during the first half of 1997
was primarily due to the absence of the 1996 reversal of a reserve for
costs associated with postretirement benefits (approximately $1.8 million)
following Federal Energy Regulatory Commission acceptance of rate schedules
which provided for the recovery of these costs over a six-month period that
began in March 1996.
Total interest charges decreased for the current quarter and first six
months of 1997 by 9.7% and 7.9%, respectively, due to lower long-term
interest reflecting the retirement of Series A First Mortgage Bonds during
the second quarter of 1996 and a lower average level of short-term
borrowings.
Personnel Reduction Program
As initially discussed in the Company's 1996 Annual Report on Form 10-K
filed with the Securities and Exchange Commission, the Company announced
the details of a system-wide voluntary Personnel Reduction Program (PRP) in
May 1997. The goal of the PRP is to achieve a reduced, more efficient and
more productive workforce in response to the significant regulatory changes
facing the System's companies. This action follows the recent management
consolidation of the system's electric and gas operations. The expectation
is that the workforce will be reduced by 15% to 20%.
<PAGE 10>
CANAL ELECTRIC COMPANY
The PRP is offered to substantially all regular and part-time employees
of the system. Eligibility for employees covered by collective bargaining
agreements is subject to negotiation. The election period is from May 13
through August 29, 1997. The system reserves the right to limit the number
of participants in the program to 300; however, the system expects the
final participation level to exceed this amount.
The program provides severance based on years of service, the continu-
ation of certain health and dental insurance for specified periods and
limited reimbursement for certain educational and/or outplacement services.
Currently, approximately 26% of the Company employees have applied for
the PRP. The Company estimates the cost of termination benefits, as
described above, for the expected participants will approximate $2.7
million. These costs have been deferred and will be addressed separately
as part of the industry restructuring process.
Electric Industry Restructuring
On December 30, 1996, the DPU issued a final order announcing its "Model
Rules and Legislative Proposal" as a guide in the creation of a competitive
market for electric generation in Massachusetts. Legislative proposals
concerning electric industry restructuring were filed by the former Gover-
nor of the Commonwealth of Massachusetts on February 24, 1997, and by the
Massachusetts Legislature's own Joint Committee on Electric Utility Re-
structuring (the Committee) on March 20, 1997. Each of the plans proposed
by the DPU, the Governor and the Committee is intended to provide customers
with the opportunity to achieve lower electric bills beginning on the
target date of January 1, 1998.
The Company has FERC-approved power contracts in effect with various
retail electric utilities (including certain affiliates). The retail
electric utilities with whom the Company has power contracts are directly
affected by the state's electric industry restructuring order. The Company
believes that it will continue to collect the costs associated with these
FERC-approved power contracts. However, the auction process discussed
below could have an impact on these contractual obligations in the future.
In its "Model Rules," the DPU has proposed that the minimum structural
reorganization needed to create a competitive market is the functional
separation of generation, transmission and distribution within one inte-
grated company, and the establishment of a separate marketing affiliate if
a company retains generation assets. Other elements of the DPU's Model
Rules provide that electric customers will be able to buy their power on
the open market; distribution services will remain a service that continues
to be provided exclusively by the existing local distribution companies in
clearly defined service territories; and customers will have three types of
electric generation choices. First, customers may enter into unregulated
agreements with a competitive supplier for the provision of generation.
Second, customers may continue to buy power directly from their electric
distribution company at a price regulated by the DPU, which is known as
standard offer service. Third, customers who have received generation from
a competitive supplier but who, for any reason, have stopped receiving such
generation will be able to receive default generation service provided by
distribution companies at spot market price.
<PAGE 11>
CANAL ELECTRIC COMPANY
The former Governor's restructuring proposal includes: a standard offer
generation service option for residential and small business customers for
a five-year period; recovery by electric utilities of net, non-mitigable
stranded costs over a 12-year period; the recovery of reasonable employee
transition costs for utility workers directly affected by electric industry
restructuring; and, at a minimum, the functional separation of generation,
transmission and distribution services. The Governor's legislation also
provides a mechanism for electric utilities to reduce their stranded costs
by financing the renegotiation or buy-out of above-market purchased power
contracts. The bill authorizes the Massachusetts Industrial Finance Agency
to issue electric rate reduction bonds to electric utilities that receive a
financing order from the DPU. The criteria for eligibility to apply for
the financing order include: (1) DPU approval of a plan to provide retail
access and divestiture of non-nuclear generating assets; and (2) demonstra-
tion that such contract buy-out or purchase, including the cost of financ-
ing, will substantially reduce costs to ratepayers.
The Committee issued both a comprehensive report, which outlines options
for the Legislature's consideration as debate on restructuring continues,
and a set of recommendations and a legislative package that is designed to
implement electric industry restructuring in Massachusetts. Elements of
the Committee's legislative proposal include the functional separation of
utility companies into generation, transmission and distribution companies.
Transmission and distribution companies would remain regulated while
generation companies would be unregulated with pricing determined by the
market. The Committee's proposal establishes a retail access date of
January 1, 1998 or later, as determined by the DPU, calls for a 10% rate
reduction for all customers and allows for the recovery of certain net,
non-mitigable stranded costs over a ten-year period. The proposal also
encourages divestiture as a mitigation measure by authorizing companies to
securitize stranded costs through the issuance of rate reduction bonds only
where the company has divested itself of non-nuclear generation assets. On
May 6, 1997, the system submitted comments on the Committee's legislative
proposal making specific recommendations for changes with respect to
increasing the time frame for recovery of stranded costs including power
contracts, the increased use of securitization and other issues. The
Massachusetts Legislature, which will render the final passage of any
restructuring law, is now considering the legislative proposals of the DPU,
the former Governor and the Committee.
During the last several months, three Massachusetts electric utilities
have announced negotiated settlement agreements with the Massachusetts
Attorney General's Office (Attorney General) that include divestiture of
generating assets, provision for a 10% reduction in customers' charges and
recovery of stranded costs through a non-bypassable access charge. One
settlement agreement has been approved by the DPU. Implementation of any
restructuring settlement may be affected by actions of the Massachusetts
Legislature.
The system has recently engaged in formal settlement discussions with
the Attorney General and has provided the Attorney General with information
to further the development of a comprehensive settlement. In the unlikely
event that the parties are unable to complete a settlement, the system
would file a full restructuring plan with the DPU.
On March 31, 1997, the system submitted a report to the DPU which
detailed the proposed auction process for selling its electric generation
<PAGE 12>
CANAL ELECTRIC COMPANY
assets (including the Company's Units 1 and 2) and entitlements. The
process will include a standard, sealed-bid auction for generation assets
and purchased power contracts with the securitization of remaining obliga-
tions. The auction process would provide a market-based approach to
maximizing stranded cost mitigation. The system anticipates that the
bidding process will begin shortly after Labor Day.
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 opera-
tions in the past and will continue to have an impact on future operations,
capital costs and construction schedules of major facilities.
<PAGE 13>
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, 1997.
Filed herewith as Exhibit 2 is the restated 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, 1997.
<PAGE 14>
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
Date: August 14, 1997