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 September 30, 1995 ------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------- ------- Commission File Number 1-6392 ------ PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE --------------------------------------- (Exact name of registrant as specified in its charter) NEW HAMPSHIRE 02-018150 ------------- --------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1000 ELM STREET, MANCHESTER, NEW HAMPSHIRE 03105 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (603) 669-4000 -------------- (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 October 31, 1995 ----- ------------------------------- Common Shares, $10.00 par value 1,000 shares PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE TABLE OF CONTENTS Page No. -------- Part I. Financial Information Item 1. Financial Statements Balance Sheets - September 30, 1995 and and December 31, 1994 2 Statements of Income - Three and Nine Months Ended September 30, 1995 and 1994 4 Statements of Cash Flows - Nine Months Ended September 30, 1995 and 1994 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other Information Item 1. Legal Proceedings 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 PART I. FINANCIAL INFORMATION PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE BALANCE SHEETS (Unaudited) September 30, December 31, 1995 1994 ------------- ------------- (Thousands of Dollars) ASSETS - ------ Utility Plant, at original cost: Electric................................................ $ 2,072,021 $ 2,038,625 Less: Accumulated provision for depreciation......... 503,300 474,129 ------------- ------------- 1,568,721 1,564,496 Construction work in progress........................... 27,816 17,781 Nuclear fuel, net....................................... 1,782 2,248 ------------- ------------- Total net utility plant............................. 1,598,319 1,584,525 ------------- ------------- Other Property and Investments: Nuclear decommissioning trusts, at market............... 2,286 1,815 Investments in regional nuclear generating companies and subsidiary company, at equity............ 19,405 19,551 Other, at cost.......................................... 638 394 ------------- ------------- 22,329 21,760 ------------- ------------- Current Assets: Cash and special deposits............................... 610 322 Notes receivable from affiliated companies.............. 105,500 35,000 Receivables, net........................................ 80,305 76,173 Accounts receivable from affiliated companies........... 958 3,779 Accrued utility revenues................................ 27,554 36,547 Fuel, materials, and supplies, at average cost.......... 44,454 37,453 Prepayments and other................................... 20,892 20,829 ------------- ------------- 280,273 210,103 ------------- ------------- Deferred Charges: Regulatory assets: Unamortized acquisition costs.......................... 611,426 678,974 Income taxes, net...................................... 76,412 66,466 Unrecovered contract obligation--Yankee Atomic Electric Company...................................... 26,392 28,572 Recoverable energy costs............................... 214,552 194,994 Other.................................................. 2,428 2,499 Unamortized debt expense................................ 15,012 17,064 Deferred receivable from affiliated company............. 33,284 33,284 Other................................................... 2,726 7,726 ------------- ------------- 982,232 1,029,579 ------------- ------------- Total Assets........................................ $ 2,883,153 $ 2,845,967 ============= ============= See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE BALANCE SHEETS (Unaudited) September 30, December 31, 1995 1994 ------------- ------------- (Thousands of Dollars) CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock--$1 par value. Authorized and outstanding 1,000 shares................ $ 1 $ 1 Capital surplus, paid in................................ 422,231 421,784 Retained earnings....................................... 148,006 125,034 ------------- ------------- Total common stockholder's equity.............. 570,238 546,819 Preferred stock subject to mandatory redemption......... 125,000 125,000 Long-term debt.......................................... 686,485 905,985 ------------- ------------- Total capitalization........................... 1,381,723 1,577,804 ------------- ------------- Obligations Under Seabrook Power Contract and Other Capital Leases................................. 856,401 849,776 ------------- ------------- Current Liabilities: Long-term debt--current portion......................... 243,000 94,000 Obligations under capital leases--current portion................................................ 43,448 38,191 Accounts payable........................................ 34,456 45,984 Accounts payable to affiliated companies................ 15,878 17,309 Accrued taxes........................................... 19,578 4,304 Accrued interest........................................ 23,686 10,496 Accrued pension benefits................................ 38,022 36,269 Other................................................... 28,727 20,350 ------------- ------------- 446,795 266,903 ------------- ------------- Deferred Credits: Accumulated deferred income taxes....................... 107,296 62,080 Accumulated deferred investment tax credits............. 5,198 5,614 Deferred contract obligation--Yankee Atomic Electric Company....................................... 26,392 28,572 Deferred revenue from affiliated company................ 33,284 33,284 Other................................................... 26,064 21,934 ------------- ------------- 198,234 151,484 ------------- ------------- Commitments and Contingencies (Note 3)<F3> ------------- ------------- Total Capitalization and Liabilities........... $ 2,883,153 $ 2,845,967 ============= ============= See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE STATEMENTS OF INCOME (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, --------------------- --------------------- 1995 1994 1995 1994 ---------- ---------- ---------- ---------- (Thousands of Dollars) Operating Revenues................................. $ 249,626 $ 227,976 $ 734,812 $ 688,130 ---------- ---------- ---------- ---------- Operating Expenses: Operation -- Fuel, purchased and net interchange power..... 64,613 53,090 202,922 162,655 Other......................................... 80,737 76,149 226,269 228,081 Maintenance...................................... 8,722 10,640 29,595 34,549 Depreciation..................................... 11,837 9,820 32,883 28,992 Amortization of regulatory assets, net........... 13,212 13,176 41,323 41,503 Federal and state income taxes................... 20,470 16,507 57,291 48,045 Taxes other than income taxes.................... 10,380 9,881 31,536 29,763 ---------- ---------- ---------- ---------- Total operating expenses................... 209,971 189,263 621,819 573,588 ---------- ---------- ---------- ---------- Operating Income................................... 39,655 38,713 112,993 114,542 ---------- ---------- ---------- ---------- Other Income: Equity in earnings of regional nuclear generating companies and subsidary company..... 453 399 1,228 1,127 Other, net....................................... 1,664 (907) 1,711 125 Income taxes--credit............................. 416 635 1,158 (1,137) ---------- ---------- ---------- ---------- Other income, net.......................... 2,533 127 4,097 115 ---------- ---------- ---------- ---------- Income before interest charges............. 42,188 38,840 117,090 114,657 ---------- ---------- ---------- ---------- Interest Charges: Interest on long-term debt....................... 18,994 19,474 58,367 56,783 Other interest................................... (1) 104 (187) 333 ---------- ---------- ---------- ---------- Interest charges, net...................... 18,993 19,578 58,180 57,116 ---------- ---------- ---------- ---------- Net Income......................................... $ 23,195 $ 19,262 $ 58,910 $ 57,541 ========== ========== ========== ========== See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, ----------------------- 1995 1994 ----------- ----------- (Thousands of Dollars) Operating Activities: Net Income.................................................$ 58,910 $ 57,541 Adjustments to reconcile to net cash from operating activities: Depreciation............................................. 32,883 28,992 Deferred income taxes and investment tax credits, net.... 52,946 48,707 Recoverable energy costs, net of amortization............ (903) (39,333) Amortization of acquisition costs........................ 41,323 41,503 Other sources of cash.................................... 20,229 2,662 Other uses of cash....................................... - (7,457) Changes in working capital: Receivables and accrued utility revenues................. 7,682 10,275 Fuel, materials, and supplies............................ (7,001) (1,176) Accounts payable......................................... (12,959) (5,763) Accrued taxes............................................ 15,274 18,898 Other working capital (excludes cash).................... 4,602 6,111 ----------- ----------- Net cash flows from operating activities..................... 212,986 160,960 ----------- ----------- Financing Activities: Net decrease in short-term debt............................ - (2,500) Reacquisitions and retirements of long-term debt........... (70,500) (70,500) Cash dividends on preferred stock.......................... (9,938) (9,937) Cash dividends on common stock............................. (26,000) - ----------- ----------- Net cash flows used for financing activities................. (106,438) (82,937) ----------- ----------- Investment Activities: Investment in plant: Electric utility plant................................... (35,113) (21,252) Nuclear fuel............................................. (186) (362) ----------- ----------- Net cash flows used for investments in plant............... (35,299) (21,614) NU System Money Pool....................................... (70,500) (61,750) Other investment activities, net........................... (461) (87) ----------- ----------- Net cash flows used for investments.......................... (106,260) (83,451) ----------- ----------- Net Increase (Decrease) in Cash For The Period............... 288 (5,428) Cash and special deposits - beginning of period.............. 322 5,995 ----------- ----------- Cash and special deposits - end of period....................$ 610 $ 567 =========== =========== See accompanying notes to financial statements. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. General The accompanying unaudited financial statements should be read in conjunction with the Annual Report of Public Service Company of New Hampshire (the company or PSNH), 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 September 30, 1995, the results of operations for the three and nine months ended September 30, 1995 and 1994, and the statements of cash flows for the nine months ended September 30, 1995 and 1994. The results of operations for the three and nine months ended September 30, 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. 2. Accounting for Long-Lived Assets The company's accounting policies and the accompanying financial statements conform to generally accepted accounting principles applicable to rate-regulated enterprises and reflect the effects of the ratemaking process in accordance with Statement of Financial Accounting Standards No. 71, "Accounting for Certain Types of Regulation" (SFAS 71). If any portion of the company's operations was no longer subject to the provisions of SFAS 71, as a result of a change in the cost-of-service based regulatory structure or the effects of competition, the company would be required to write off related regulatory assets and liabilities. The company would also be required to determine any impairment to other assets and write down these assets to their fair value. Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of" (SFAS 121), issued in March 1995 and effective January 1, 1996, establishes accounting standards for the impairment of long-lived assets. SFAS 121 requires that regulatory assets that are no longer probable of recovery through future revenues be charged to earnings. Based upon the current regulatory environment in the company's operating service area, it is not expected that the adoption of SFAS 121 would have a material impact on the company's financial position or results of operations. This conclusion may change in the future as competitive factors influence wholesale and retail pricing in the electric utility industry, or if the cost-of-service based regulatory structure were to change. 3. Commitments and Contingencies Construction Program: For information regarding PSNH's construction program, see the Notes to Financial Statements in PSNH's 1994 Form 10-K. PSNH Rate Agreement: For information regarding the PSNH rate agreement, see the Notes to Financial Statements in PSNH's June 30, 1995 Form 10-Q and 1994 Form 10-K. Environmental Matters: For information regarding environmental matters, see the Notes to Financial Statements in PSNH's March 31, 1995 Form 10-Q and 1994 Form 10-K. Nuclear Insurance Contingencies: For information regarding nuclear insurance contingencies, see the Notes to Financial Statements in PSNH's 1994 Form 10-K. Purchased Power Arrangements: For information regarding purchased power arrangements, see the Notes to Financial Statements in PSNH's 1994 Form 10-K. Hydro-Quebec: For information regarding Hydro-Quebec, see the Notes to Financial Statements in PSNH's 1994 Form 10-K. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE Management's Discussion and Analysis of Financial Condition and Results of Operations This section contains management's assessment of PSNH'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 Part II, Other Information, of this report and Management's Discussion and Analysis in the 1994 Form 10-K and the First and Second Quarter 1995 Form 10-Qs. FINANCIAL CONDITION Overview Net income increased to approximately $23 million for the three months ended September 30, 1995 from approximately $19 million for the same period in 1994. Net income increased to approximately $59 million for the nine months ended September 30, 1995 from approximately $58 million for the same period in 1994. Net Income for the three-month period increased primarily due to higher revenues from regulatory decisions and higher retail kilowatt-hour sales. Retail kilowatt-hour sales for the quarter were up 1.9 percent from 1994 as a result of hotter summer weather. Workforce Reductions In July 1995, NU announced a program aimed at reducing the nuclear organization's total workforce by approximately 250 employees. The NU system- wide estimated pre-tax cost of the early retirement that was charged to expense in the third quarter was approximately $7 million. This estimate was based on 121 eligible employees accepting the early retirement. The balance of the workforce reduction will be achieved through attrition and layoffs. The estimated cost of the early retirements and layoffs to the NU system could be in the range of $2 million to $3 million. Regulatory Matters On September 15, 1995, PSNH filed with the New Hampshire Public Utilities Commission (NHPUC) a request for a reduced Fuel and Purchased Power Adjustment Clause(FPPAC) rate to take effect on December 1, 1995 and continue through May 31, 1996. If approved, the effective rate would reduce PSNH's overall rate level by about one percent. A final decision is expected by the end of November. The costs associated with purchases by PSNH from certain nonutility generators (NUGs) over the level assumed in rates are deferred and recovered over ten-year periods through the FPPAC. At September 30, 1995, the unrecovered deferrals were approximately $189 million. PSNH has reached tentative agreements with the six remaining wood-fired NUGs. These agreements call for substantial upfront and continuing payments, and are subject to the approval of the NHPUC. If the NHPUC's proposal for a retail wheeling pilot is not revised to provide for full recovery of stranded investments, management will need to reevaluate whether to proceed with the NUG buy-out agreements. Nuclear Performance The Seabrook nuclear power plant operated at a capacity factor of 92.8 percent for the nine months ended September 30, 1995, as compared to 48.5 percent for the same period in 1994. The lower 1994 capacity factor was primarily the result of a 23-day shutdown for an unplanned outage that began in January and a 114-day refueling and maintenance outage that began in April. Seabrook began a 50-day refueling and maintenance outage in November 1995. Liquidity And Capital Resources Cash provided from operations increased approximately $52 million for the first nine months of 1995, as compared with the same period in 1994, primarily due to higher fuel recoveries. Cash flows used for financing activities increased approximately $24 million in 1995 primarily due to the payment of common stock dividends in 1995. Cash used for investments increased approximately $23 million for the first nine months of 1995 primarily due to an increase in construction expenditures in 1995 and higher investment in the NU system money pool. PSNH's construction program expenditures amounted to approximately $35 million for the first nine months of 1995, as compared to approximately $21 million for the same period in 1994. The increase is primarily due to the costs associated with the installation of the pollution control system at Merrimack Station. On October 18, 1995, Moody's Investors Service lowered its ratings of PSNH and North Atlantic Energy Corporation (NAEC) securities, bringing the rating for PSNH's First Mortgage Bonds below investment grade. Standard and Poor's had previously downgraded PSNH and NAEC securities below investment grade. With both of the major nationally recognized securities rating organizations that rate PSNH and NAEC securities rating them below investment grade, PSNH's and NAEC's borrowing costs have been adversely affected and the future availability and cost of funds for those companies could be adversely affected. Results of Operations Comparison of the Third Quarter 1995 with the Third Quarter - ----------------------------------------------------------- of 1994 - ------- The components of the change in operating revenues are as follows: Changes in Operating Revenues Increase/Decrease - ----------------------------- ----------------- (Millions of Dollars) Regulatory decisions $5 Fuel, purchased power, and FPPAC cost recoveries 17 Retail Sales Volume 2 Other (2) --- Total revenue change $22 === Revenues related to regulatory decisions increased primarily because of the June 1995 retail rate increase. Fuel, purchased power, and FPPAC cost recoveries increased primarily due to an increase in base fuel recoveries and higher sales to other utilities. Retail kilowatt-hour sales increased 1.9 percent for the quarter from 1994 levels as a result of hotter summer weather. Fuel, purchased and net interchange power expense increased approximately $12 million in the third quarter of 1995 primarily due to the timing in the recognition of fuel expenses under the FPPAC. Other operation and maintenance expense increased approximately $3 million in the third quarter of 1995 primarily due to the higher costs under the Seabrook Power Contract. Federal and state income taxes increased approximately $4 million in the third quarter of 1995 primarily due to higher book taxable income. Comparison of the First Nine Months of 1995 with the First Nine - --------------------------------------------------------------- Months of 1994 - -------------- The components of the change in operating revenues are as follows: Changes in Operating Revenues Increase/Decrease - ----------------------------- ----------------- (Millions of Dollars) Regulatory decisions $15 Fuel, Purchased Power, and FPPAC cost recoveries 42 Retail Sales Volume (3) Wholesale revenues (4) Other (3) --- Total revenue change $47 === Revenues related to regulatory decisions increased primarily because of the June 1994 and 1995 retail rate increases. Fuel, purchased power, and FPPAC cost recoveries increased primarily due to higher sales to other utilities and higher base fuel recoveries. Fuel, purchased and net interchange power expense increased approximately $40 million in the first nine months of 1995 primarily due to the timing in the recognition of fuel expenses under the FPPAC. Other operation and maintenance expenses decreased approximately $7 million in the first nine months of 1995 primarily due to lower capacity charges under the Seabrook Power Contract and lower storm costs in 1995. Federal and state income taxes increased approximately $11 million in the first nine months of 1995 primarily due to higher book taxable income and lower tax benefits associated with the Seabrook inter-company loss. PART II. OTHER INFORMATION Item 1. Legal Proceedings 1. On or about November 1, 1995, the New Hampshire Office of Consumer Advocate (OCA) and the Campaign for Ratepayers Rights filed suit in Superior Court against the NHPUC seeking a declaratory ruling that special contracts entered into by and between PSNH and certain retail customers are prohibited by the 1989 rate agreement between PSNH and the State of New Hampshire (Rate Agreement). The petition is based on an alleged inconsistency between the New Hampshire statute that allows special contracts agreed to by a utility and a customer when deemed appropriate by the NHPUC and the legislation accepting the Rate Agreement wherein PSNH received protection against NHPUC actions fixing rates other than in the manner agreed upon in the Rate Agreement. The court petition alleges that the special contracts also constitute a breach of the Rate Agreement by PSNH, thereby stopping PSNH from claiming benefits under the Rate Agreement. The New Hampshire Attorney General will represent the NHPUC in this action. While PSNH believes this proceeding should be dismissed on procedural grounds, it cannot predict the outcome of this proceeding or its ultimate effect on PSNH or NAEC at this time. Item 5. Other Information 1. On October 9, 1995, the NHPUC issued preliminary guidelines for an Electric Retail Competition Pilot Program (Program). The Program is proposed to be a three-year retail wheeling experiment under which a randomly selected group of retail users will be free to purchase up to 60 MW of power from other suppliers besides their franchised local utility, of which 44 MW of the prospective loss is allocated to PSNH. This amount of power equals three percent of PSNH's peak load. If the program were implemented as proposed, participants would be responsible for arranging their own electricity supply and would be free to negotiate the terms for such supply with any potential supplier. Under the proposed guidelines, utilities would not be allowed to charge exit or re-entry fees to customers who go off and on their systems, but recovery of stranded costs resulting from the Program would be split equally between utility investors and participating customers. Finalization of the guidelines is expected in December 1995, subject to further comments and hearings. For additional information on this matter, see "Other Information" in PSNH's 1995 Form 10-Q for the quarter ended June 30, 1995. 2. On September 1, 1995, PSNH filed a petition with the New Hampshire Supreme Court, which was accepted on November 2, 1995, appealing the NHPUC's decision in the proceeding involving Freedom Electric Power Company, now known as Freedom Energy Company, LLC (Freedom), that PSNH's franchise was not exclusive as a matter of law. For additional information on this matter, see "Other Information" in PSNH's 1995 Form 10-Q for the quarter ended June 30, 1995. 3. New Hampshire's Limited Electrical Energy Producers Act (LEEPA) purportedly allows a qualifying generator of not greater than 5 MW capacity to sell its output to up to three retail customers. LEEPA also provides that the local franchised utility could be ordered to wheel the energy to these retail customers. On October 3, 1995, the NHPUC issued an order stating that the LEEPA retail wheeling provision was not pre-empted by federal law and that it had authority to order such retail wheeling service if it was found to be in the public good. PSNH and Connecticut Valley Electric Company filed motions for rehearing of this order with the NHPUC on November 2, 1995. 4. On October 4, 1995, the U.S. Court of Appeals for the District of Columbia Circuit granted a motion to intervene filed by Northeast Utilities Service Company, Connecticut Yankee Atomic Power Company and North Atlantic Energy Service Company as party petitioners in the lawsuit brought by other nuclear utilities seeking a judicial declaration that the Nuclear Waste Policy Act of 1982, as amended, unconditionally binds the U.S. Department of Energy to begin acceptance of spent nuclear fuel and high-level radioactive waste beginning on January 31, 1998. For additional information on this matter, see "Item 1. Business - Electric Operations - Nuclear Generation - High-Level Radioactive Waste" in PSNH's 1994 Form 10-K. 5. On October 12, 1995, the NRC issued an order halting major dismantling or decommissioning activities at the Yankee Rowe Nuclear Plant (Yankee Rowe) until after completion of an adjudicatory hearing process. The NRC intends to issue a Notice of Opportunity for a hearing on the NRC staff-approved Yankee Rowe decommissioning plan and, if a hearing is requested, order an expedited hearing. The NRC's action was taken in response to a recent federal appeals court decision finding that the NRC should have offered a hearing opportunity prior to authorizing Yankee's Component Removal Program in 1993. For additional information on this matter, see "Other Information" in PSNH's 1995 Form 10-Q for the quarter ended June 30, 1995. 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. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE --------------------------------------- Registrant Date November 13, 1995 By /s/ Bernard M. Fox -------------------- ----------------------------- Bernard M. Fox Chairman, Chief Executive Officer, and Director Date November 13, 1995 By /s/ John W. Noyes -------------------- ----------------------------- John W. Noyes Vice President and Controller