FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 0-7624 ------ WESTERN MASSACHUSETTS ELECTRIC COMPANY -------------------------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-1961130 ------------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 174 BRUSH HILL AVENUE, WEST SPRINGFIELD, MASSACHUSETTS 01090-0010 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (413) 785-5871 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name, former address and former 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. Class Outstanding at April 28, 1995 ----- ----------------------------- Common Shares, $25.00 par value 1,072,471 shares WESTERN MASSACHUSETTS ELECTRIC COMPANY TABLE OF CONTENTS Page No. -------- Part I. Financial Information Item 1. Financial Statements Balance Sheets - March 31, 1995 and December 31, 1994 2 Statements of Income - Three Months Ended March 31, 1995 and 1994 4 Statements of Cash Flows - Three Months Ended March 31, 1995 and 1994 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II. Other Information Item 5. Other Information 10 Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 PART I. FINANCIAL INFORMATION WESTERN MASSACHUSETTS ELECTRIC COMPANY BALANCE SHEETS (Unaudited) March 31, December 31, 1995 1994 ------------- ------------ (Thousands of Dollars) ASSETS - ------ Utility Plant, at original cost: Electric................................................ $ 1,218,994 $ 1,214,326 Less: Accumulated provision for depreciation......... 436,004 425,019 ------------- ------------ 782,990 789,307 Construction work in progress........................... 19,640 19,187 Nuclear fuel, net....................................... 36,005 38,000 ------------- ------------ Total net utility plant............................. 838,635 846,494 ------------- ------------ Other Property and Investments: Nuclear decommissioning trusts, at market............... 60,161 56,123 Investments in regional nuclear generating companies, at equity................................... 14,746 14,927 Other, at cost.......................................... 3,980 3,941 ------------- ------------ 78,887 74,991 ------------- ------------ Current Assets: Cash and special deposits............................... 68 105 Notes receivable from affiliated companies.............. - 8,750 Receivables, net........................................ 37,376 35,427 Accounts receivable from affiliated companies........... 785 1,108 Accrued utility revenues................................ 15,144 15,766 Fuel, materials, and supplies, at average cost.......... 4,890 4,829 Recoverable energy costs, net........................... 5,025 530 Prepayments and other................................... 8,386 8,685 ------------- ------------ 71,674 75,200 ------------- ------------ Deferred Charges: Regulatory asset: Income taxes, net...................................... 96,215 86,357 Amortizable property investment--Millstone 3........... 14,000 16,800 Deferred costs--Millstone 3............................ 3,918 7,836 Unrecovered contract obligation--Yankee Atomic Electric Company...................................... 27,744 28,572 Recoverable energy costs............................... 8,324 8,324 Other.................................................. 38,747 36,337 Unamortized debt expense................................ 1,671 1,733 Other................................................... 510 974 ------------- ------------ 191,129 186,933 ------------- ------------ Total Assets........................................ $ 1,180,325 $ 1,183,618 ============= ============ See accompanying notes to financial statements. 2 WESTERN MASSACHUSETTS ELECTRIC COMPANY BALANCE SHEETS (Unaudited) March 31, December 31, 1995 1994 ------------- ------------ (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Capitalization: Common stock--$25 par value. Authorized and outstanding 1,072,471 shares............ $ 26,812 $ 26,812 Capital surplus, paid in................................ 149,971 149,683 Retained earnings....................................... 114,555 111,586 ------------- ------------ Total common stockholder's equity.............. 291,338 288,081 Preferred stock not subject to mandatory redemption..... 53,500 68,500 Preferred stock subject to mandatory redemption......... 22,500 24,000 Long-term debt.......................................... 346,173 345,669 ------------- ------------ Total capitalization........................... 713,511 726,250 ------------- ------------ Obligations Under Capital Leases.......................... 25,783 23,852 ------------- ------------ Current Liabilities: Notes payable to affiliated company..................... 11,750 - Long-term debt and preferred stock--current portion................................................ 35,800 34,975 Obligations under capital leases--current portion................................................ 12,050 12,945 Accounts payable........................................ 11,581 20,396 Accounts payable to affiliated companies................ 6,424 17,352 Accrued taxes........................................... 9,701 5,160 Accrued interest........................................ 4,517 6,702 Other................................................... 10,680 7,584 ------------- ------------ 102,503 105,114 ------------- ------------ Deferred Credits: Accumulated deferred income taxes....................... 264,980 253,821 Accumulated deferred investment tax credits............. 27,395 27,822 Deferred contract obligation--Yankee Atomic Electric Company....................................... 27,744 28,572 Other................................................... 18,409 18,187 ------------- ------------ 338,528 328,402 ------------- ------------ Commitments and Contingencies (Note 2)<F2> ------------- ------------ Total Capitalization and Liabilities........... $ 1,180,325 $ 1,183,618 ============= ============ See accompanying notes to financial statements. 3 WESTERN MASSACHUSETTS ELECTRIC COMPANY STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, ------------------------ 1995 1994 ----------- ----------- (Thousands of Dollars) Operating Revenues.................................... $ 106,684 $ 112,984 ----------- ----------- Operating Expenses: Operation -- Fuel, purchased and net interchange power........ 17,669 17,107 Other............................................ 35,851 35,391 Maintenance......................................... 7,770 9,146 Depreciation........................................ 9,580 9,400 Amortization of regulatory assets................... 6,888 6,841 Federal and state income taxes...................... 6,046 10,608 Taxes other than income taxes....................... 5,050 5,023 ----------- ----------- Total operating expenses...................... 88,854 93,516 ----------- ----------- Operating Income...................................... 17,830 19,468 ----------- ----------- Other Income: Deferred Millstone 3 return--other funds............ 54 253 Equity in earnings of regional nuclear generating companies......................................... 283 467 Other, net.......................................... 506 185 Income taxes--credit................................ 411 411 ----------- ----------- Other income, net............................. 1,254 1,316 ----------- ----------- Income before interest charges................ 19,084 20,784 ----------- ----------- Interest Charges: Interest on long-term debt.......................... 6,960 7,097 Other interest...................................... 88 (85) Deferred Millstone 3 return--borrowed funds......... (40) (189) ----------- ----------- Interest charges, net......................... 7,008 6,823 ----------- ----------- Net Income............................................ $ 12,076 $ 13,961 =========== =========== See accompanying notes to financial statements. 4 WESTERN MASSACHUSETTS ELECTRIC COMPANY STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, ----------------------- 1995 1994 ----------- ----------- (Thousands of Dollars) Operating Activities: Net Income................................................ $ 12,076 $ 13,961 Adjustments to reconcile to net cash from operating activities: Depreciation............................................ 9,580 9,400 Deferred income taxes and investment tax credits, net... 2,648 959 Deferred return - Millstone 3, net of amortization...... 3,574 3,250 Recoverable energy costs, net of amortization........... (4,495) (3,029) Other sources of cash................................... 9,857 3,520 Other uses of cash...................................... (5,603) (3,542) Changes in working capital: Receivables and accrued utility revenues................ (1,004) 2,997 Fuel, materials, and supplies........................... (61) 1,186 Accounts payable........................................ (19,743) (8,257) Accrued taxes........................................... 4,541 7,590 Other working capital (excludes cash)................... 1,210 3,134 ----------- ----------- Net cash flows from operating activities.................... 12,580 31,169 ----------- ----------- Financing Activities: Issuance of long-term debt................................ - 90,000 Net increase (decrease) in short-term debt................ 11,750 (6,000) Reacquisitions and retirements of preferred stock......... (15,675) (1,500) Cash dividends on preferred stock......................... (1,323) (1,343) Cash dividends on common stock............................ (7,529) (7,357) ----------- ----------- Net cash flows (used for) from financing activities......... (12,777) 73,800 ----------- ----------- Investment Activities: Investment in plant: Electric utility plant.................................. (5,758) (7,130) Nuclear fuel............................................ (842) 2,406 ----------- ----------- Net cash flows used for investments in plant.............. (6,600) (4,724) NU System Money Pool...................................... 8,750 (98,250) Other investment activities, net.......................... (1,990) (2,000) ----------- ----------- Net cash flows from (used for) investments.................. 160 (104,974) ----------- ----------- Net Decrease In Cash For The Period......................... (37) (5) Cash and special deposits - beginning of period............. 105 185 ----------- ----------- Cash and special deposits - end of period................... $ 68 $ 180 =========== =========== See accompanying notes to financial statements. 5 WESTERN MASSACHUSETTS ELECTRIC COMPANY NOTES TO FINANCIAL STATEMENTS (UNAUDITED) <F1>1. General The accompanying unaudited financial statements should be read in conjunction with the Annual Report of Western Massachusetts Electric Company (the company or WMECO), a wholly owned subsidiary of Northeast Utilities (NU), on Form 10-K for the year ended December 31, 1994 (1994 Form 10-K). In the opinion of the company, the accompanying financial statements contain all adjustments necessary to present fairly the financial position as of March 31, 1995, the results of operations for the three months ended March 31, 1995 and 1994, and the statements of cash flows for the three months ended March 31, 1995 and 1994. The results of operations for the three months ended March 31, 1995 and 1994 are not necessarily indicative of the results expected for a full year. Certain reclassifications of prior period data have been made to conform with the current period presentation. <F2>2. Commitments and Contingencies Construction Program: For information regarding WMECO's construction program, see the Notes to Financial Statements in WMECO'S 1994 Form 10-K. Nuclear Performance: Management's ongoing evaluation of the current Millstone 2 extended refueling and maintenance outage that began on October 1, 1994 has concluded that, based on currently available information, the unit is not expected to return to service before June 1995. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q for additional information on the Millstone 2 outage. For additional information regarding the performance of WMECO's nuclear units, see the Notes to Financial Statements in WMECO's 1994 Form 10-K. Environmental Matters: For information regarding environmental matters, see the Notes to Financial Statements in WMECO's 1994 Form 10-K. Nuclear Insurance Contingencies: For information regarding nuclear insurance contingencies, see the Notes to Financial Statements in WMECO's 1994 Form 10-K. Purchased Power Arrangements: For information regarding purchased power arrangements, see the Notes to Financial Statements in WMECO's 1994 Form 10-K. Hydro-Quebec: For information regarding Hydro-Quebec, see the Notes to Financial Statements in WMECO's 1994 Form 10-K. WESTERN MASSACHUSETTS ELECTRIC COMPANY Management's Discussion and Analysis of Financial Condition and Results of Operations This section contains management's assessment of WMECO's (the company) financial condition and the principal factors having an impact on the results of operations. The company is a wholly owned subsidiary of Northeast Utilities(NU). This discussion should be read in conjunction with the company's financial statements, footnotes and management's discussion and analysis in the 1994 Form 10-K. FINANCIAL CONDITION Overview The company's net income decreased to approximately $12 million for the three months ended March 31, 1995 from approximately $14 million for the same period in 1994. The decrease in net income from 1994 is primarily attributable to lower retail kilowatt-hour sales as a result of extremely mild weather in the first three months of 1995. The company's retail kilowatt-hour sales for 1995 were down by approximately 5 percent from 1994, which had colder than normal weather in the first three months. Nuclear Performance The composite capacity factor of the five nuclear generating units that the NU system operates -- including the Connecticut Yankee nuclear unit -- was 65.6 percent for the three months ended March 31, 1995, as compared with 66.9 percent for the same period in 1994. The lower 1995 capacity factor was primarily the result of an extended refueling and maintenance outage for Millstone 2. On October 1, 1994, Millstone Unit 2 was shut down for a planned 63-day refueling and maintenance outage. The outage has encountered several unexpected difficulties which have lengthened the duration of the outage. The outage extension was primarily caused by a significant scope increase in service water system repairs as identified through a comprehensive inspection plan, and by a need for management to exercise a deliberate approach to the conduct of work during the early portion of the outage. The outage has been further extended for one month(May to June) based on a detailed analysis of the work remaining to be performed, and the need to adequately train the plant's licensed operators in the use of revised emergency operating procedures. The outage schedule is currently under review, but the unit is not expected to return to service until June 1995 following a Nuclear Regulatory Commission assessment of the unit's readiness to restart. Total replacement-power costs attributable to the extension of the outage for WMECO are expected to be in the range of $1 million per month. In addition, operation and maintenance (O&M)costs to be incurred during the outage are estimated to be $11 million, an increase of $5 million as a result of the extended outage. O&M costs associated with the refueling outage are are deferred and amortized through rates for WMECO. The recovery of replacement-power and O&M costs is subject to prudence reviews in Massachusetts. Maine Yankee Atomic Power Company (Maine Yankee) is the owner of an 860 MW nuclear electric generating unit (the Plant). The company owns 3% of the common stock of Maine Yankee and purchases approximately the same percentage of the Plant's output at a rate based on Maine Yankee's costs. Like other pressurized water reactors, the Plant has been experiencing degradation of its steam generator tubes, primarily in the form of circumferential cracking. Until early 1995, the cracking was believed to be limited to a relatively small number of tubes. During the current refueling and maintenance outage that began in February 1995, Maine Yankee detected substantially increased degradation of the steam generator tubes. Maine Yankee is continuing to assess the extent of the cracking and evaluating its options. The extent of tube cracking is sufficiently great that the Plant cannot return to operation without repairs that will result in substantial additional expenditures by Maine Yankee, with the company being responsible for its pro rata share of noncapital costs under its power contract. In addition, the company will incur additional costs for replacement power (estimated at approximately $150,000 per month) until the Plant returns to service. Maine Yankee intends to sleeve all 17,000 tubes in the Plant's three steam generators. Maine Yankee expects that the sleeving operation would begin in June and that the Plant would return to service near the end of 1995. The cost to Maine Yankee of the sleeving operation has not been determined, but could be approximately $40 million. If the capital cost of the sleeving operation exceeds the funds available to Maine Yankee itself (which is not currently expected), Maine Yankee might request equity contributions from its common stockholders, including the company, under its capital funds agreement with them. If requested, the stockholders are required to contribute their pro rata shares, subject in some cases to regulatory approval. LIQUIDITY AND CAPITAL RESOURCES Cash provided from operations decreased approximately $19 million for the first three months of 1995 primarily due to a decrease in working capital. Cash provided by financing activities decreased approximately $87 million due primarily due to the issuance of long-term debt in the first quarter in 1994. Cash used for investments was approximately $105 million lower in 1995, as compared with 1994, primarily due to a decrease in loans to other companies under the NU system money pool. The company's construction program expenditures amounted to approximately $6 million for the first three months of 1995, as compared to approximately $7 million during the same period in 1994. RESULTS OF OPERATIONS Comparison of the First Quarter of 1995 with the First Quarter of - ----------------------------------------------------------------- 1994 - ---- Operating revenues decreased approximately $6 million in the first quarter of 1995, as compared with 1994. The components of the change in operating revenues are as follows: Changes in Operating Revenues Increase/(Decrease) - ----------------------------- ------------------- (Millions of Dollars) Regulatory decisions $(3) Sales volume (5) Other revenues 2 --- Total revenue change $(6) === Revenues related to regulatory decisions decreased primarily because of the June 1994 retail rate reduction for the company. Sales volume decreased as a result of lower retail kilowatt-hour sales in 1995. Retail sales decreased approximately 5 percent for the first quarter of 1995 from 1994 sales level primarily due to extremely mild weather in the first three months of 1995. Maintenance expense decreased approximately $1 million in the first quarter of 1995, as compared with 1994, primarily due to lower maintenance costs at the nuclear units. Federal and state income taxes decreased approximately $5 million in the first quarter of 1995, as compared with 1994, primarily because of lower book taxable income and an adjustment to the tax accrual for a favorable tax ruling. PART II. OTHER INFORMATION Item 5. Other Information 1. On March 31, 1995, WMECO submitted its comments entitled "Path To A Competitive Future" in the Massachusetts Department of Public Utilities' electric utility restructuring docket. WMECO's comments paralleled those submitted by The Connecticut Light and Power Company, another wholly owned subsidiary of NU, to the Connecticut Department of Public Utility Control on March 22, 1995. For additional information on this matter, see "Item 1. Business - Subsequent Events" in WMECO's 1994 Form 10-K. Item 6. Exhibits and Reports on Form 8-K (a) Listing of Exhibits: Exhibit Number Description ------- ----------- 27 Financial Data Schedule (b) Reports on Form 8-K: No reports on Form 8-K have been filed during this reporting period. 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 hereunto duly authorized. WESTERN MASSACHUSETTS ELECTRIC COMPANY -------------------------------------- Registrant Date May 11, 1995 By /s/ Bernard M. Fox -------------------- ------------------------------ Bernard M. Fox Vice Chairman and Director Date May 11, 1995 By /s/ John W. Noyes -------------------- ------------------------------ John W. Noyes Vice President and Controller