UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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, 1994 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 2-36005 ROCKLAND ELECTRIC COMPANY (Exact name of registrant as specified in its charter) New Jersey 13-1727720 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Blue Hill Plaza, Pearl River, New York 10965 (Address of principal executive offices) (Zip Code) (914) 352-6000 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (l) 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 class of common stock, as of the close of the latest practicable date. Common Stock - $100 Par Value 112,000 Shares (Class) (Outstanding at July 29, 1994) Table of Contents PART I. FINANCIAL INFORMATION PAGE ITEM 1. Financial Statements Consolidated Balance Sheets (Unaudited) at June 30, 1994 and December 31, 1993 1 Consolidated Statements of Income (Unaudited) for the three months and six months ended June 30, 1994 and June 30, 1993 3 Consolidated Cash Flow Statements (Unaudited) for the six months ended June 30, 1994 and June 30, 1993 4 Notes to Consolidated Financial Statements 5 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 11 Signatures 13 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ROCKLAND ELECTRIC COMPANY (A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.) Consolidated Balance Sheets (Unaudited) Assets June 30, December 31, 1994 1993 (Thousands of Dollars) Utility Plant: Electric $141,471 $140,584 Less accumulated depreciation 38,621 37,353 Net Utility Plant in Service 102,850 103,231 Construction work in progress 3,014 2,815 Net Utility Plant 105,864 106,046 Non-utility Property: Non-utility property 7,590 7,397 Less accumulated depreciation and amortization 2,502 2,202 Net Non-utility Property 5,088 5,195 Current Assets: Cash and cash equivalents 5,649 13,813 Temporary cash investments 182 685 Customer accounts receivable, less allowance for uncollectible accounts of $196 and $210 10,529 12,345 Accrued utility revenue 3,848 2,932 Other accounts receivable, less allowance for uncollectible accounts of $99 and $52 3,571 2,358 Receivable from associated companies 3,269 314 Gas marketing accounts receivable, less allowance for uncollectible accounts of $283 and $471 44,697 49,249 Materials and supplies (at average cost) 7,233 7,210 Prepayments and other current assets 16,693 3,914 Total Current Assets 95,671 92,820 Deferred Debits: Income tax recoverable in future rates 7,127 7,085 Extraordinary property loss - Sterling Nuclear Project 4,328 4,594 Deferred revenue taxes 11,255 11,769 Deferred pension and other postretirement benefits 2,894 2,138 Unamortized debt expense (amortized over term of securities) 926 987 Other deferred debits 12,256 6,557 Total Deferred Debits 38,786 33,130 Total $245,409 $237,191 The accompanying notes are an integral part of these statements. /TABLE ROCKLAND ELECTRIC COMPANY (A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.) Consolidated Balance Sheets (Unaudited) Capitalization and Liabilities June 30, December 31, 1994 1993 (Thousands of Dollars) Capitalization: Common stock (112,000 shares outstanding) $ 11,200 $ 11,200 Capital stock expense (20) (20) Retained earnings 81,197 78,904 Total Common Stock Equity 92,377 90,084 Long-term debt 43,392 43,866 Total Capitalization 135,769 133,950 Non-current Liabilities: Reserve for claims and damages 243 268 Postretirement benefits 2,462 1,454 Total Non-current liabilities 2,705 1,722 Current Liabilities: Long-term debt due within one year 965 891 Notes payable 10,050 1,200 Accounts payable 135 384 Gas marketing accounts payable 46,982 54,247 Amounts due to associated companies 13,070 10,904 Customer deposits 1,123 1,130 Accrued taxes 4,930 8,435 Accrued interest 1,680 1,667 Other current liabilities 2,621 307 Total Current Liabilities 81,556 79,165 Deferred Taxes and Other: Deferred Federal income taxes 20,268 16,601 Deferred investment tax credits 2,532 2,587 Refundable fuel costs 1,066 1,656 Other deferred credits 1,513 1,510 Total Deferred Taxes and Other 25,379 22,354 Total $245,409 $237,191 The accompanying notes are an integral part of these statements. /TABLE ROCKLAND ELECTRIC COMPANY (A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.) Consolidated Statements of Income (Unaudited) <CPATION> Three Months Six Months Ended June 30, Ended June 30, 1994 1993 1994 1993 (Thousands of Dollars) (Thousands of Dollars) Operating Revenues: Electric operations $ 31,944 $ 31,056 $ 63,287 $ 61,591 Diversified activities 86,859 74,478 183,484 156,480 Total Operating Revenues 118,803 105,534 246,771 218,071 Operating Expenses: Operations: Electricity purchased for resale-net 15,566 16,125 31,713 32,030 Non-utility gas marketing purchases 82,476 71,023 173,550 149,473 Other expenses of operation 10,591 10,176 21,083 19,957 Maintenance 1,256 1,408 2,481 2,348 Depreciation and amortization 1,146 1,102 2,287 2,188 Taxes other than income taxes 4,440 4,294 9,259 8,878 Federal income taxes (75) (2,360) (1,939) (2,167) Deferred Federal income taxes 958 2,522 3,556 2,604 Deferred investment tax credit (28) (31) (55) (62) Total Operating Expenses 116,330 104,259 241,935 215,249 Income From Operations 2,473 1,275 4,836 2,822 Other Income and (Deductions): Allowance for other funds used during construction 1 17 8 17 Investigation costs (588) - (1,250) - Other - net 252 66 404 180 Taxes other than income taxes (11) (11) (23) (21) Federal income taxes 193 39 431 65 Deferred Federal income taxes (34) (38) (68) (77) Total Other Income and (Deductions) (187) 73 (498) 164 Income Before Interest Charges 2,286 1,348 4,338 2,986 Interest Charges: Interest on long-term debt 803 803 1,605 1,710 Other interest 190 138 382 255 Amortization of debt premium and expense-net 35 30 70 47 Allowance for borrowed funds used during construction (2) (17) (12) (17) Total Interest Charges 1,026 954 2,045 1,995 Net Income $ 1,260 $ 394 $ 2,293 $ 991 Average number of common shares (000's) 112 112 112 112 Earnings per average common share $ 11.25 $ 3.52 $ 20.47 $ 8.85 The accompanying notes are an integral part of these statements. /TABLE ROCKLAND ELECTRIC COMPANY (A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.) Consolidated Cash Flow Statements (Unaudited) Six Months Ended June 30, 1994 1993 (Thousands of Dollars) Cash Flow from Operations: Net income $ 2,293 $ 991 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 2,232 2,077 Deferred Federal income taxes 3,625 2,680 Deferred investment tax credit (55) (62) Deferred fuel costs (590) (811) Allowance for funds used during construction (20) (34) Changes in certain current assets and liabilities: Temporary cash investments 503 (1) Accounts and gas marketing accounts receivable, net and accrued utility revenue 4,239 (4,241) Receivable from associated companies (2,955) (3,023) Materials and supplies (23) 159 Prepayments and other current assets (12,779) (4,551) Operating and gas marketing accounts payable (7,514) (731) Amounts due to associated companies 2,166 5,357 Accrued taxes (3,505) (1,468) Accrued interest 13 (24) Other current liabilities 2,307 227 Other-net (4,296) (7,012) Net Cash (Used in) Provided by Operations (14,359) (10,467) Cash Flow from Investing Activities: Additions to plant (2,267) (2,844) Allowance for funds used during construction 20 34 Net Cash Used in Investing Activities (2,247) (2,810) Cash Flow from Financing Activities: Proceeds from: Issuance of long-term debt - 20,000 Retirements of: Long-term debt (408) (16,659) Net borrowings under short-term debt arrangements 8,850 - Net Cash Provided by Financing Activities 8,442 3,341 Net Change in Cash and Cash Equivalents (8,164) (9,936) Cash and Cash Equivalents at Beginning of Period 13,813 14,827 Cash and Cash Equivalents at End of Period $ 5,649 $ 4,891 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for: Interest, net of amounts capitalized $ 1,951 $ 1,861 The accompanying notes are an integral part of these statements. /TABLE ROCKLAND ELECTRIC COMPANY (A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated balance sheet as of June 30, 1994, the consolidated statements of income for the three month and six month periods ended June 30, 1994 and 1993, and the consolidated cash flow statements for the six month periods then ended have been prepared by Rockland Electric Company (the "Company") without an audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations at June 30, 1994, and for all periods presented, have been made. The amounts in the consolidated balance sheet as of December 31, 1993 are from audited financial statements. 2. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these unaudited consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 1993 Form 10-K Annual Report. The results of operations for the period ended June 30, 1994 are not necessarily indicative of the results of operations for the full year. 3. The results of the Company's wholly owned non-utility subsidiary, Saddle River Holdings Corporation, are consolidated for financial reporting purposes. All significant intercompany balances and transactions have been eliminated. 4. Contingencies at June 30, 1994 are substantially the same as the contingencies described in the "Notes to Consolidated Financial Statements" included in the Company's December 31, 1993 Form 10-K Annual Report. 5. Certain amounts from prior years have been reclassified to conform with the current year presentation. 6. Effective January 1, 1994 the Company adopted the provisions of Statement of Financial Accounting Standards No. 112 "Employers' Accounting for Postretirement Benefits" which required the recording of a liability of approximately $.2 million. The adoption of Statement No. 112 did not have a significant impact on the results of current operations because of the recording of an offsetting regulatory asset. ROCKLAND ELECTRIC COMPANY (A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Performance The Company's consolidated earnings per average common share outstanding for the second quarter of 1994 amounted to $11.25 compared to $3.52 for the second quarter of 1993. The increase of $7.73 per share is the result of a number of factors as discussed in the "Results of Operations". Average common shares outstanding, all of which are owned by Orange and Rockland Utilities, Inc. (the "Parent") were 112,000 shares for both the second quarter of 1994 and 1993. Allowance for Funds Used During Construction ("AFDC") had an immaterial effect on Net Income for the quarter ended June 30, 1994 as compared to 8.6% of Net Income for the second quarter of 1993. Capital Resources and Liquidity At the end of the second quarters of 1994 and 1993 the Company had available bank lines of credit of $10 million for its utility business. In addition, non-utility lines of credit amounted to $15 million at June 30, 1994. The non-utility subsidiaries may undertake short-term borrowing or make short-term investments. The average daily balance of short-term borrowings for the six months ended June 30, 1994 amounted to approximately $6.4 million at an effective interest rate of 5.2% compared to $.1 million at an effective rate of 4.3% for the first six months of 1993. The average daily balance of temporary cash investments for the six months ended June 30, 1994 was $9.4 million as compared to $4.3 million for the first six months of 1993. Construction expenditures, excluding AFDC, amounted to $2.2 million for the first six months of 1994 as compared to $2.8 million for the same period of 1993. During June 1994, Standard & Poor's Corporation and Moody's Investors Service lowered their ratings on the Company's First Mortgage bonds to A- and A3 from A and A2, respectively. Rate Activity In January 1992, in response to the Company's March 18, 1991 petition requesting a $12.9 million increase in base rates, an increase in electric rates of $5.1 million was granted by the New Jersey Board of Regulatory Commissioners, which was renamed effective July 5, 1994 and is now the New Jersey Board of Public Utilities ("NJBPU"). This increase includes a 12% rate of return on equity. In addition, the NJBPU initiated a Phase II proceeding in this case to address the effect of the State of New Jersey's June 1, 1991 tax legislation. That legislation changed the procedure under which certain taxes are collected from New Jersey utilities. Previously, utilities had been subject to a 12.5% gross receipts and franchise tax which the utilities paid in lieu of property taxes; however, the new tax is based upon the number of units of energy (kwh or therms) delivered by a utility rather than revenues. The legislation also requires that utilities accelerate payment to the State of the taxes collected. As a result, the Company is required to make additional tax payments of approximately $16 million during the period 1993- 1994. On November 12, 1992 the NJBPU issued a Decision and Order approving the recovery of the additional tax over a ten year period. A carrying charge of 7.5% on the unamortized balance was also approved. The amount of unrecovered accelerated payments is included in Deferred Revenue Taxes. On February 26, 1993 the New Jersey Department of Public Advocate, Division of Rate Counsel ("Rate Counsel") filed a Notice of Appeal from the NJBPU Decision and Order with the Superior Court of New Jersey Appellate Division, stating as grounds for the appeal that the Decision is arbitrary and capricious and would result in unjust and unreasonable rates. On March 21, 1994, the Superior Court of New Jersey, Appellate Division, upheld the NJBPU Decision, stating the NJBPU used proper rate-making principles. Under an agreement with the NJBPU the Company will return to customers any funds found to be misappropriated, as a result of an ongoing investigation of certain officers and former employees. The Company has refunded to New Jersey ratepayers $94,100 through reductions in the applicable fuel adjustment charges in February and March 1994. Results of Operations: QUARTERLY COMPARISON Earnings per average common share outstanding for the second quarter of 1994 amounted to $11.25 per share as compared to $3.52 for the second quarter of 1993. This increase in earnings reflects the improved operating results of the gas marketing subsidiary and higher electric sales, offset by expenses associated with the continuing investigation and litigation involving misappropriations of Company funds, and increased tax expense. Utility Revenues Electric operating revenues including fuel cost recoveries increased by $.9 million in the second quarter of 1994 as compared to the same quarter of 1993. The components of the changes in electric operating revenues for the quarter ended June 30, 1994 as compared to the same quarter of 1993 are as follows: (Millions of Dollars) Retail sales: Base Rates* $ .4 Sales volume changes .5 Total $ .9 * Includes miscellaneous surcharges Retail sales of electricity for the second quarter increased by 1.9% or 5,471 megawatt hours ("Mwh") from the same quarter of 1993. This increase is the result of an increase in the average number of customers and usage when compared to the second quarter of 1993. Purchased Power Costs Purchased power costs decreased by $.6 million in the second quarter of 1994 as compared to the same quarter of 1993. The components of the changes in electric energy costs are as follows: (Millions of Dollars) Prices paid for purchased power $(1.2) Changes in kilowatt-hours purchased .2 Deferred fuel charges .4 Total $( .6) The average cost per kilowatt-hour purchased was 4.95 cents for the quarter ended June 30, 1994 and 5.33 cents for the comparable period of 1993. Other Operating and Maintenance Expenses Other operation and maintenance expenses, excluding purchased power costs and gas marketing purchases, increased by $1.2 million in the second quarter of 1994 as compared to the same period in 1993. This increase is the result of increases of $.6 million in diversified activities expenses and $.6 million in utility operating expenses. The utility operating expenses reflect increases in taxes, primarily as a result of Federal Income taxes which increased $.5 million. Other operation and maintenance expense were virtually unchanged when compared to the same quarter as a year ago. Diversified Activities The Company's diversified activities, which are conducted through it's wholly owned non-utility subsidiaries, consist of natural gas marketing and communications. Revenues from diversified activities increased by $12.4 million in the second quarter of 1994 as compared to the same quarter of 1993, as a result of the gas marketing subsidiaries success in adding customers and increasing sales volumes. These revenues were offset by increases in operating expenses, which included higher gas purchases of $11.5 million. Other operating expenses increased by $.6 million. Other Income, Deductions and Interest Charges - Net Other income, net of interest charges and other deductions, decreased $.3 million during the second quarter of 1994 when compared to the second quarter of 1993. This decrease is primarily the result of an increase in outside professional and consultative services relating to the ongoing investigation. YEAR TO DATE COMPARISON Earnings per average common share outstanding for the six months ended June 30, 1994 amounted to $20.47 per share as compared to $8.85 for the same period of 1993. This increase is primarily the result of increased electric sales and improved operating results of the gas marketing subsidiary, offset by increased taxes and operation and maintenance expense. Electric Revenues Electric operating revenues increased by $1.7 million for the six month period ending June 30,1994 as compared to the same period in 1993. The components of the changes in electric operating revenues for the six month period ending June 30, 1994 as compared to the same period in 1993 are as follows: (Millions of Dollars) Retail sales: Base rates* $ .8 Fuel cost recoveries (.1) Sales volume changes .9 Subtotal 1.6 Other operating revenue .1 Total $ 1.7 *Includes miscellaneous surcharges Sales of electricity to retail customers increased to 592,611 MWh in the first six months of 1994, compared to 581,072 MWh during the comparable period a year ago. This increase is the result of the increased usage per customer compared to the same period of 1993 coupled with an increase in the average number of customers. Purchased Power Costs Purchased power costs decreased by $.3 million for the six month period of 1994 as compared to the same period of 1993. The components of the changes in purchased power costs are as follows: (Millions of Dollars) Prices paid for purchased power $ (1.2) Changes in kilowatt-hours purchased .6 Deferred fuel charges .3 Total $ (.3) The average cost per kilowatt-hour purchased was 5.09 cents during the first six months of 1994 and 5.27 cents for the comparable period of 1993. Other Operating and Maintenance Expenses Other operation and maintenance expenses, excluding purchased power costs and gas marketing purchases, increased by $2.9 million in the first six months of 1994 as compared to the same period in 1993. This increase is the result of increases of $1.8 million in diversified activities expenses and $1.1 million in utility operating expenses. The utility operating expenses reflect $.3 million amortization of DSM costs which are offset with revenues in the current period, increases in maintenance costs of $.1 million, and increases of $.6 million in Federal income taxes and $.2 million in taxes other than income taxes, primarily from increases in revenue taxes, offset by a decrease of $.1 million in other operating expenses. Diversified Activities Revenues from diversified activities increased by $27.0 million in the first six months of 1994 as compared to the first six months of 1993. The increase is primarily the result of increased sales from gas marketing activities. These revenues were offset by increases in operating expenses, primarily gas purchases, which increased $24.1 million, while other operating expenses increased by $1.8 million. Other Income, Deductions and Interest Charges - Net Other income, net of interest charges and other deductions, decreased $.7 million during the first half of 1994 when compared to the first half of 1993. This decrease is primarily the result of an increase in outside professional and consultative services relating to the ongoing investigation. PART II OTHER INFORMATION Item 1. Legal Proceedings Investigation Related Litigation Reference is made to Part II, Item 1. Legal Proceedings, in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 for descriptions of (i) an action entitled Orange and Rockland Utilities, Inc. v. Smith ("Smith"), which was filed by the Parent in New York State Supreme Court, Rockland County against James F. Smith, former Chief Executive Officer and former Chairman of the Board of Directors of the Parent and the Company and (ii) the termination for cause of the employment of Mr. Smith as Chief Executive Officer of the Parent and his removal as Chairman of the Board of Directors of the Parent. Mr. Smith had the right under his employment agreement with the Parent to contest his termination for cause in an arbitration proceeding. On May 5, 1994, Mr. Smith filed a motion demanding arbitration of his termination for cause and the Parent's claims asserted against him in the Smith litigation. On June 17, 1994, the Court issued an Order granting Mr. Smith's motion to compel arbitration. A meeting was held on July 26, 1994 with parties agreeing to file their demands for arbitration with the American Arbitration Association. Reference is made to Part II, Item 1. Legal Proceedings, in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 for descriptions of (i) an action entitled Orange and Rockland Utilities, Inc. v. Winikow et al. ("Winikow"), which was filed under the Federal Racketeer Influenced and Corrupt Organizations Act by the Parent in the United States District Court, Southern District of New York against a former Vice President and several former employees of the Parent; (ii) Gross v. Orange and Rockland Utilities, Inc. ("Gross"), a purported shareholder class action complaint, filed against the Parent in the United States District Court, Southern District of New York; and (iii) Patents Management Corporation v. Orange and Rockland, Inc., et al. ("Patents Management"), a purported shareholder derivative complaint filed against the Parent in the Supreme Court of the State of New York, County of New York. Conferences scheduled for July 22, 1994 with Judge Brieant in the Winikow and Gross cases, respectively, have been adjourned to September 2, 1994. Plaintiff's attorney in Patents Management has agreed to proceed in this litigation according to the schedule set by Judge Brieant with regard to the Gross suit. Reference is made to Part II, Item 1. Legal Proceedings, in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 for a description of an action entitled Feiner, et al. v. Orange and Rockland Utilities, Inc., a purported ratepayer class action complaint against the Parent which was filed in the United States District Court, Southern District of New York. As stated therein, on February 18, 1994 the Parent filed a motion to dismiss this case. On April 22, 1994, a hearing on this motion was held before Judge Brieant followed by a second hearing before Judge Brieant on June 22, 1994. To date, there has been no decision issued with regard to the Parent's motion. A conference scheduled for July 22, 1994 with Judge Brieant with respect to the Feiner litigation has been adjourned to September 2, 1994. Reference is made to Part II, Item 1. Legal Proceedings, in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 for a description of an action entitled Bernstein v. Orange and Rockland Utilities, Inc. and James F. Smith, a purported shareholder class action complaint against the Parent and a former Chairman of the Board of Directors and Chief Executive Officer of the Company and the Parent which was filed in the United States District Court, Southern District of New York. On April 28, 1994, the Parent filed its answer in this suit. On May 23, 1994, Mr. Smith filed his answer and a cross-claim against the Parent claiming, among other things, that the Parent is obligated to indemnify him with regard to this action. On June 10, 1994, the Parent filed a Notice of Motion seeking leave from the Court to amend the Parent's April 28, 1994 answer to assert a cross-claim against Mr. Smith. The Parent does not believe it is obligated to indemnify Mr. Smith with regard to this litigation. A conference scheduled for July 22, 1994 with Judge Brieant with respect to the Bernstein litigation has been adjourned to September 2, 1994. 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. ROCKLAND ELECTRIC COMPANY (Registrant) Date: August 12, 1994 By TERRY L. DITTRICH Terry L. Dittrich Acting Controller Date: August 12, 1994 By ROBERT J. McBENNETT Robert J. McBennett Treasurer