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, 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 1-5007 TAMPA ELECTRIC COMPANY (Exact name of registrant as specified in its charter) FLORIDA 59-0475140 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 702 North Franklin Street, Tampa, Florida 33602 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (813) 228-4111 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 Number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (July 31, 1997): Common Stock, Without Par Value 10 The registrant meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format. FORM 10-Q PART I. FINANCIAL INFORMATION Item 1. Financial Statements I n the opinion of management, the unaudited financial statements include all adjustments necessary to present fairly the results for the three- and six-month periods ended June 30, 1997 and 1996. The current year financial statements include the results of Peoples Gas System, Inc. and West Florida Natural Gas Company, both of which were merged with and into Tampa Electric Company in June 1997. Both mergers were accounted for as pooling of interests. Prior year financial statements have been restated to reflect the results of Peoples Gas System. Reference should be made to the explanatory notes affecting the income and balance sheet accounts contained in Tampa Electric Company's Annual Report on Form 10-K for the year ended Dec. 31, 1996 and to the notes on pages 7 through 9 of this report. - 2 - FORM 10-Q BALANCE SHEETS (in millions) June 30, Dec. 31, 1997 1996 Assets Property, plant and equipment, at original cost Utility plant in service Electric $3,580.1 $3,536.6 Gas 456.1 410.4 Construction work in progress 39.8 40.2 4,076.0 3,987.2 Accumulated depreciation (1,533.8) (1,456.7) 2,542.2 2,530.5 Other property 6.1 6.0 2,548.3 2,536.5 Current assets Cash and cash equivalents 24.8 3.5 Receivables, less allowance for uncollectibles 180.4 162.0 Inventories, at average cost Fuel 66.5 57.0 Materials and supplies 44.5 42.9 Prepayments 5.9 4.9 322.1 270.3 Deferred debits Unamortized debt expense 16.7 18.3 Deferred income taxes 104.5 102.9 Regulatory asset - tax related 43.4 44.8 Other 73.1 53.1 237.7 219.1 $3,108.1 $3,025.9 Liabilities and Capital Capital Common stock $ 972.0 $ 961.7 Retained earnings 298.5 285.7 1,270.5 1,247.4 Preferred stock, redemption not required 20.0 20.0 Long-term debt, less amount due within one year 730.0 740.2 2,020.5 2,007.6 Current liabilities Long-term debt due within one year 3.8 3.7 Notes payable 163.0 98.6 Accounts payable 140.6 153.7 Customer deposits 76.8 77.1 Interest accrued 19.5 15.9 Taxes accrued 40.0 11.9 443.7 360.9 Deferred credits Deferred income taxes 385.7 382.4 Investment tax credits 52.0 53.8 Regulatory liability - tax related 79.0 80.6 Other 127.2 140.6 643.9 657.4 $3,108.1 $3,025.9 The accompanying notes are an integral part of the financial statements. - 3 - FORM 10-Q STATEMENTS OF INCOME (in millions) For the three months ended June 30, 1997 1996 Operating revenues Electric $300.0 $272.4 Gas 57.1 63.0 357.1 335.4 Operating expenses Operation Fuel - electric generation 90.7 90.8 Purchased power 15.7 12.6 Natural gas sold 27.0 32.3 Other 54.4 55.4 Maintenance 21.9 18.3 Depreciation 40.2 33.4 Taxes, federal and state income 22.6 18.7 Taxes, other than income 28.3 27.3 300.8 288.8 Operating income 56.3 46.6 Other income Allowance for other funds used during construction .1 5.4 Other income (expense), net (1.0) .1 (.9) 5.5 Income before interest charges 55.4 52.1 Interest charges Interest on long-term debt 12.9 11.6 Other interest 3.8 4.5 Allowance for borrowed funds used during construction -- (2.2) 16.7 13.9 Net income 38.7 38.2 Preferred dividend requirements .2 .4 Balance applicable to common stock $ 38.5 $ 37.8 The accompanying notes are an integral part of the financial statements. - 4 - FORM 10-Q STATEMENTS OF INCOME (in millions) For the six months ended June 30, 1997 1996 Operating revenues Electric $572.8 $527.2 Gas 133.9 148.7 706.7 675.9 Operating expenses Operation Fuel - electric generation 179.4 187.1 Purchased power 26.5 22.1 Natural gas sold 65.0 77.1 Other 106.5 108.9 Maintenance 40.0 34.0 Depreciation 80.0 66.5 Taxes, federal and state income 43.1 34.6 Taxes, other than income 57.9 56.7 598.4 587.0 Operating income 108.3 88.9 Other income Allowance for other funds used during construction .1 10.5 Other income (expense), net (1.3) -- (1.2) 10.5 Income before interest charges 107.1 99.4 Interest charges Interest on long-term debt 25.7 23.3 Other interest 7.7 8.8 Allowance for borrowed funds used during construction -- (4.3) 33.4 27.8 Net income 73.7 71.6 Preferred dividend requirements .4 1.3 Balance applicable to common stock $ 73.3 $ 70.3 The accompanying notes are an integral part of the financial statements. - 5 - FORM 10-Q STATEMENTS OF CASH FLOWS (in millions) For the six months ended June 30, 1997 1996 Cash flows from operating activities Net income $ 73.7 $ 71.6 Adjustments to reconcile net income to net cash: Depreciation 80.0 66.5 Deferred income taxes (.6) (8.4) Investment tax credits, net (2.3) (2.3) Allowance for funds used during construction (.1) (14.7) Deferred recovery clause 1.2 6.4 Deferred revenues (17.1) 29.9 Refund to customers (12.1) -- Amortization of coal contract buyout 1.4 1.4 Receivables, less allowance for uncollectibles (16.4) 7.3 Fuel inventories (11.2) 14.7 Taxes accrued 28.1 8.3 Accounts payable (3.1) (26.7) Other (14.0) 8.6 107.5 162.6 Cash flows from investing activities Capital expenditures (66.8) (128.3) Allowance for funds used during construction .1 14.7 (66.7) (113.6) Cash flows from financing activities Proceeds from contributed capital from parent 5.0 53.0 Proceeds from long-term debt -- 3.1 Repayment of long-term debt (14.0) (25.3) Net payments under credit lines (10.0) -- Net increase in short-term debt 62.9 23.5 Dividends (63.4) (70.3) Redemption of preferred stock, including premium -- (35.5) (19.5) (51.5) Net increase (decrease) in cash and cash equivalents 21.3 (2.5) Cash and cash equivalents at beginning of period 3.5 7.4 Cash and cash equivalents at end of period $ 24.8 $ 4.9 The accompanying notes are an integral part of the financial statements. - 6 - FORM 10-Q NOTES TO FINANCIAL STATEMENTS A. Tampa Electric Company is a wholly owned subsidiary of TECO Energy, Inc. B. On June 16, 1997, TECO Energy, Inc. completed its merger with Lykes Energy. Concurrent with this merger, Lykes Energy s regulated gas distribution utility, Peoples Gas System, Inc., was merged with and into Tampa Electric Company and now operates as its Peoples Gas division. On June 30, 1997, TECO Energy completed its merger of West Florida Gas Inc. (West Florida) in a tax-free, stock-for-stock transaction. Concurrent with this merger, West Florida s regulated gas distribution utility, West Florida Natural Gas Company, was merged with and into Tampa Electric Company and now operates as part of the Peoples Gas division. These mergers were accounted for as pooling of interests and, accordingly, Tampa Electric s Balance Sheet as of June 30, 1997 and its Statements of Income and Cash Flows for the period ended June 30, 1997 include the results of Peoples Gas System and West Florida Natural Gas. The Balance Sheet as of Dec. 31, 1996 and the Statements of Income and Cash Flows for the periods ended June 30, 1996 have been restated to include the results of Peoples Gas System. The 1996 statements have not been restated to reflect the operations and financial position of West Florida Natural Gas due to its size. - 7 - FORM 10-Q The company's combined restated revenues and net income for the three- and six-month periods ended June 30, 1997 and 1996 were as follows: Combining Results (unaudited) (millions) Three Months Ended June 30, 1997 1996 Net Net Revenues Income Revenues Income Tampa Electric(1) $300.0 $36.2 $272.4 $36.2 Peoples Gas 54.3 2.8 63.0 2.0 West Florida Gas 2.8 (.1) -- -- $357.1 $38.9 $335.4 38.2 Merger related(2) -- (.2) -- -- Combined $357.1 $38.7 $335.4 $38.2 Six Months Ended June 30, 1997 1996 Net Net Revenues Income Revenues Income Tampa Electric(1) $572.8 $64.2 $527.2 $62.1 Peoples Gas 124.0 9.1 148.7 9.5 West Florida Gas 9.9 .6 -- -- $706.7 $73.9 $675.9 $71.6 Merger related(2 -- (.2) -- -- Combined $706.7 $73.7 $675.9 $71.6 (1) The 1996 amounts are as previously reported on Form 10-Q for the quarter ended June 30, 1996. (2) Reflects net after-tax one-time charge for all merger-related transactions. C. The company has made certain commitments in connection with its continuing construction program. Total construction expenditures for 1997 are estimated to be $117 million for the electric division and $27 million for the Peoples Gas division. - 8 - FORM 10-Q D. During the first six months of 1997, the electric division recognized $17 million of revenues that had been deferred in 1995 and 1996 pursuant to regulatory agreements approved by the Florida Public Service Commission. The electric division deferred $30 million of revenues during the first six months of last year. In addition, it refunded $12 million of previously deferred revenues to customers during the first six months of this year in accordance with the agreements. As of June 30, 1997, $44 million of deferred revenues was included in other deferred credits. An additional $7 million was classified as accounts payable to reflect the remaining amount to be refunded to customers through September 1997. E. On July 16, 1997, the company retired all of its outstanding shares of cumulative preferred stock at the applicable per share redemption prices of $103.75 for Series A, $102.875 for Series B and $101.00 for Series D. - 9 - FORM 10-Q Item 2. Management's Narrative Analysis of Results of Operations Three months ended June 30, 1997: Net income of $39 million in the second quarter was 1 percent higher than in 1996's second quarter as increased operating income more than offset the decline in capitalized financing costs (AFUDC). Contributions by operating division Operating income (millions) 1997 1996 Electric division $51.4 $42.3 Peoples Gas division 4.9 4.3 $56.3 $46.6 Operating income of $56 million for the second quarter was higher than in 1996 primarily because of the completion of the Polk Unit One electric generating plant and its inclusion in rate base for earnings purposes. The Peoples Gas division contributed to the increase over 1996 as a result of lower non-fuel operating expenses. The electric division s revenues increased 10 percent in this year s second quarter because $10 million of previously deferred revenues were recognized under the company s regulatory agreements, while $9 million of revenues were deferred during the second quarter of last year under these agreements. Excluding the effects of deferred revenues, revenues at the electric division for the quarter increased 3 percent from last year primarily due to higher retail energy sales. Retail sales increased 3 percent due to 2.5-percent customer growth and almost 4 percent higher commercial and industrial sales, the result of a strong local economy. - 10 - FORM 10-Q Operating expenses for the electric division in the second quarter were 7 percent higher than in 1996 primarily as a result of the operation of Polk Unit One. Total revenues at the Peoples Gas division decreased 9 percent while non-fuel revenues declined by only 2 percent as commercial and industrial customers moved from firm gas purchases to transportation only services. Milder weather in 1997 also contributed to lower retail gas sales. The effective income tax rate for the second quarter was 37 percent compared to 33 percent for the same period last year. The decrease was primarily due to lower AFUDC-other in 1997. Total AFUDC decreased in 1997 because the electric division s Polk Unit One began commercial service at the end of 1996's third quarter. Interest expense before AFUDC - borrowed funds was 4 percent higher in the current quarter primarily due to increased levels of long-term debt. Description of the Peoples Gas division s business The Peoples Gas division of Tampa Electric is engaged in the purchase, distribution and marketing of natural gas for residential, commercial, industrial and electric power generation customers wholly in the State of Florida. With more than 230,000 customers, the division has operations in all of Florida s major metropolitan areas. Its business is generally affected by a number of market factors, including competition and seasonality. Gas is purchased for resale to customers under a supply portfolio which consists mostly of short-term contracts of one year - 11 - FORM 10-Q or less. The cost of gas purchased and the related interstate transportation costs are recovered from customers through a purchased gas adjustment clause, approved by the Florida Public Service Commission, which provides for full recovery of all prudently incurred costs. In some cases, customers elect to purchase natural gas directly from marketers or producers. In these instances, gas is delivered to customers for a transportation charge on the deliveries. The transportation rate charged to customers is currently the same whether the customer purchases gas from Peoples Gas division or directly from a marketer or producer. The Peoples Gas division is not in direct competition with any other regulated distributors of natural gas for customers within its service areas. At the present time, the principal form of competition for residential and small commercial customers is from companies providing other sources of energy and energy services. Competition is most prevalent in the large commercial and industrial markets. In recent years, these classes of customers have been targeted by companies seeking to sell gas directly either using Peoples Gas division facilities or transporting gas through other facilities, thereby bypassing Peoples Gas division facilities. In response to this competition, various programs have been developed including the provision of transportation services at discounted rates. In general, Peoples Gas division faces competition from other energy source suppliers offering fuel oil, electricity and in some cases liquid petroleum gas. Peoples Gas division has taken actions - 12 - FORM 10-Q to retain and expand its commodity and transportation business, including managing costs and providing high quality services to customers. Peoples Gas division s business is affected by seasonality because one of the significant markets for natural gas is space heating. Prices for natural gas also have shown seasonal fluctuation, with prices lower in the summer than in the winter. - 13 - FORM 10-Q Six months ended June 30, 1997: Net income of $74 million in the first half was 3 percent higher than in 1996's first half as increased operating income more than offset the decline in AFUDC. Contributions by operating division Operating income (millions) 1997 1996 Electric division $ 93.3 $74.6 Peoples Gas division 15.0 14.4 $108.3 $88.9 Operating income of $108 million was higher than in 1996 primarily because of the completion of the Polk Unit One electric generating plant and its inclusion in rate base for earnings purposes. The Peoples Gas division contributed to the increase over 1996 as a result of lower non-fuel operating expenses and the addition of the West Florida Natural Gas operations. The electric division s revenues increased 9 percent in this year s first half as $17 million of previously deferred revenues were recognized under the company s regulatory agreements, while $30 million of revenues were deferred in the same period last year under these agreements. Excluding the effects of deferred revenues, first half revenues at the electric division were essentially unchanged from last year as retail electric sales were only slightly lower than in 1996. Customer growth of 2.4 percent and 4 percent higher commercial and industrial sales offset the effects of milder winter weather on residential sales. - 14 - FORM 10-Q Operating expenses in the first half for the electric division were 2 percent higher than in 1996, primarily as a result of the operation of Polk Unit One. Total revenues at the Peoples Gas division decreased 10 percent while non-fuel revenues declined by only 4 percent as commercial and industrial customers moved from firm gas purchases to transportation only services. Milder winter weather in 1997 also contributed to lower retail gas sales. The effective income tax rate for the first six months of 1997 was 37 percent compared to 33 percent for the same period last year primarily due to lower AFUDC-other. Total AFUDC decreased in 1997 because the Polk Unit One began commercial service at the end of 1996's third quarter. Interest expense before AFUDC - borrowed funds was up 4 percent due to higher levels of long-term debt and interest accrued on the electric division s revenue deferrals. - 15 - FORM 10-Q Liquidity, Capital Resources and Changes in Financial Condition Gas plant in service and notes payable increased from year-end 1996 as a result of the addition of West Florida Natural Gas Company in 1997. Notes payable also increased due to the timing of cash flows. - 16 - FORM 10-Q PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 3. Bylaws of Tampa Electric Company, as amended effective April 16, 1997. 10. Form of Nonstatutory Stock Option under the TECO Energy, Inc. 1997 Director Equity Plan. 12. Ratio of earnings to fixed charges. 27. Financial data schedule. (EDGAR filing only) Certain instruments defining the rights of holders of long- term debt of Tampa Electric Company authorizing a total amount of securities not exceeding 10 percent of total assets on a consolidated basis are not filed herewith. Tampa Electric Company will furnish copies of such instruments to the Securities and Exchange Commission upon request. (b) Reports on Form 8-K The registrant filed a Current Report on Form 8-K dated April 16, 1997 reporting under "Item 5. Other Events" shareholder approval of TECO Energy s 1997 Director Equity Plan as an amendment and restatement of TECO Energy s 1991 Director Stock Option Plan. The registrant filed a Current Report on Form 8-K dated June 16, 1997 reporting under "Item 5. Other Events" the completion of the merger of Lykes Energy, Inc. with and into TECO Energy and the contemporaneous merger of Peoples Gas System, Inc. with and into the registrant. - 17 - FORM 10-Q 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. TAMPA ELECTRIC COMPANY (Registrant) Dated: August 12, 1997 By: /s/ A. D. Oak A. D. Oak Vice President - Treasurer and Chief Financial Officer - 18 - FORM 10-Q INDEX TO EXHIBITS Exhibit No. Description of Exhibits Page No. 3. Bylaws of Tampa Electric Company, as amended effective April 16, 1997. 20 10. Form of Nonstatutory Stock Option under the TECO Energy, Inc. 1997 Director Equity Plan 30 12. Ratio of earnings to fixed charges 32 27. Financial data schedule (EDGAR filing only) -- - 19 -