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 June 30, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 33-43508
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NORTH ATLANTIC ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
NEW HAMPSHIRE 06-1339460
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1000 ELM STREET, MANCHESTER, NEW HAMPSHIRE 03105
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(Address of principal executive offices) (Zip Code)
(603) 669-4000
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(Registrant's telephone number, including area code)
Not Applicable
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(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
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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 July 31, 1995
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Common Shares, $1.00 par value 1,000 shares
NORTH ATLANTIC ENERGY CORPORATION
TABLE OF CONTENTS
Page No.
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Part I. Financial Information
Item 1. Financial Statements
Balance Sheets - June 30, 1995 and
December 31, 1994 2
Statements of Income - Three and Six
Months Ended June 30, 1995 and 1994 4
Statements of Cash Flows - Six Months
Ended June 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 4. Submission of Matters to a Vote
of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
PART I. FINANCIAL INFORMATION
NORTH ATLANTIC ENERGY CORPORATION
BALANCE SHEETS
(Unaudited)
June 30, December 31,
1995 1994
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(Thousands of Dollars)
ASSETS
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Utility Plant, at original cost:
Electric................................................ $ 770,613 $ 769,379
Less: Accumulated provision for depreciation......... 87,807 75,176
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682,806 694,203
Construction work in progress........................... 4,284 3,704
Nuclear fuel, net....................................... 18,390 19,797
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Total net utility plant............................. 705,480 717,704
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Other Property and Investments:
Nuclear decommissioning trusts, at market............... 13,007 10,342
Other, at cost.......................................... 223 222
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13,230 10,564
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Current Assets:
Cash and special deposits............................... 7,015 8,166
Notes receivable from affiliated companies.............. 13,750 28,750
Receivables from affiliated companies................... 12,638 13,983
Materials and supplies, at average cost................. 10,859 10,036
Prepayments and other................................... 5,120 2,149
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49,382 63,084
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Deferred Charges:
Regulatory assets:
Deferred costs--Seabrook............................... 146,978 131,513
Income taxes, net...................................... 39,824 30,461
Recoverable energy costs............................... 4,462 4,624
Unamortized debt expense................................ 4,498 4,834
Other................................................... 664 795
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196,426 172,227
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Total Assets........................................ $ 964,518 $ 963,579
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See accompanying notes to financial statements.
NORTH ATLANTIC ENERGY CORPORATION
BALANCE SHEETS
(Unaudited)
June 30, December 31,
1995 1994
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(Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
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Capitalization:
Common stock--$1 par value. Authorized
and outstanding 1,000 shares.......................... $ 1 $ 1
Capital surplus, paid in................................ 160,999 160,999
Retained earnings....................................... 58,017 59,236
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Total common stockholder's equity.............. 219,017 220,236
Long-term debt.......................................... 520,000 540,000
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Total capitalization........................... 739,017 760,236
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Current Liabilities:
Long-term debt--current portion......................... 20,000 20,000
Accounts payable........................................ 271 4,073
Accounts payable to affiliated companies................ 107 38
Accrued interest........................................ 18,138 18,288
Accrued taxes........................................... 3,210 1,439
Deferred DOE obligation--current portion................ 845 845
Other................................................... 171 329
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42,742 45,012
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Deferred Credits:
Accumulated deferred income taxes....................... 145,700 120,250
Deferred obligation to affiliated company............... 33,284 33,284
Deferred DOE obligation................................. 3,553 3,553
Deferred Seabrook tax settlement obligation............. - 1,022
Other................................................... 222 222
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182,759 158,331
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Commitments and Contingencies (Note 3)<F3>
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Total Capitalization and Liabilities........... $ 964,518 $ 963,579
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See accompanying notes to financial statements.
NORTH ATLANTIC ENERGY CORPORATION
STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
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1995 1994 1995 1994
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(Thousands of Dollars)
Operating Revenues................................. $ 36,362 $ 40,011 $ 70,346 $ 72,222
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Operating Expenses:
Operation --
Fuel.......................................... 2,858 227 6,127 1,676
Other......................................... 8,232 11,240 15,938 20,059
Maintenance...................................... 1,687 7,274 3,325 10,169
Depreciation..................................... 5,684 5,496 11,589 11,306
Federal and state income taxes................... 2,536 2,011 4,680 3,628
Taxes other than income taxes.................... 2,613 3,045 4,961 6,072
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Total operating expenses................... 23,610 29,293 46,620 52,910
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Operating Income................................... 12,752 10,718 23,726 19,312
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Other Income:
Deferred Seabrook return--other funds............ 1,411 2,817 4,791 6,060
Other, net....................................... 535 31 865 387
Income taxes--credit............................. 1,467 860 2,348 1,716
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Other income, net.......................... 3,413 3,708 8,004 8,163
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Income before interest charges............. 16,165 14,426 31,730 27,475
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Interest Charges:
Interest on long-term debt....................... 15,855 16,006 31,860 32,011
Other interest................................... (138) (18) (237) (79)
Deferred Seabrook return--borrowed funds......... (2,832) (8,287) (10,674) (17,825)
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Interest charges, net...................... 12,885 7,701 20,949 14,107
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Net Income......................................... $ 3,280 $ 6,725 $ 10,781 $ 13,368
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See accompanying notes to financial statements.
NORTH ATLANTIC ENERGY CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
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1995 1994
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(Thousands of Dollars)
Operating Activities:
Net Income................................................ $ 10,781 $ 13,368
Adjustments to reconcile to net cash
from operating activities:
Depreciation............................................ 11,589 11,306
Deferred income taxes and investment tax credits, net... 16,087 18,376
Deferred return - Seabrook.............................. (15,465) (23,885)
Recoverable energy costs, net of amortization........... 162 -
Other sources of cash................................... 5,145 1,622
Other uses of cash...................................... (1,022) (1,967)
Changes in working capital:
Receivables............................................. 1,345 178
Materials and supplies.................................. (823) (1,889)
Accounts payable........................................ (3,733) (1,774)
Accrued taxes........................................... 1,771 -
Other working capital (excludes cash)................... (3,279) 2,492
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Net cash flows from operating activities.................... 22,558 17,827
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Financing Activities:
Reacquisitions and retirements of long-term debt.......... (20,000) -
Cash dividends on common stock............................ (12,000) -
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Net cash flows used for financing activities................ (32,000) -
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Investment Activities:
Investment in plant:
Electric utility plant.................................. (1,909) (10,643)
Nuclear fuel............................................ (2,966) (610)
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Net cash flows used for investments in plant.............. (4,875) (11,253)
NU System Money Pool...................................... 15,000 (11,500)
Other investment activities, net.......................... (1,834) (1,413)
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Net cash flows from (used for) investments.................. 8,291 (24,166)
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Net Increase (Decrease) In Cash For The Period.............. (1,151) (6,339)
Cash and special deposits - beginning of period............. 8,166 8,404
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Cash and special deposits - end of period................... $ 7,015 $ 2,065
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See accompanying notes to financial statements.
NORTH ATLANTIC ENERGY CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. General
The accompanying unaudited financial statements should be read in conjunction
with the Annual Report of North Atlantic Energy Corporation (the company or
NAEC), 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 June 30, 1995, the results of
operations for the three and six months ended June 30, 1995 and 1994, and the
statements of cash flows for the six months ended June 30, 1995 and 1994. The
results of operations for the three and six months ended June 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 Change
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). In the event that any portion of the company's
operations is 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. In addition, the company would 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 which 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 SFAS 121 would
have a material impact on the financial position or results of operations of the
company upon adoption. 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 NAEC's construction program,
see the Notes to Financial Statements in NAEC's 1994 Form 10-K.
Environmental Matters: For information regarding environmental matters, see the
Notes to Financial Statements in NAEC's 1994 Form 10-K.
Nuclear Insurance Contingencies: For information regarding nuclear insurance
contingencies, see the Notes to Financial Statements in NAEC's 1994 Form 10-K.
4. Workforce Reduction
For information regarding the NU system's workforce reduction program, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," in this Form 10-Q.
NORTH ATLANTIC ENERGY CORPORATION
Management's Discussion and Analysis of Financial
Condition and Results of Operations
This section contains management's assessment of NAEC'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 section should be read in conjunction with the company's financial
statements, footnotes and Management's Discussion and Analysis in the 1994 Form
10-K and the First Quarter 1995 Form 10-Q.
FINANCIAL CONDITION
Overview
The Company and Public Service Company of New Hampshire (PSNH) entered into the
Seabrook Power Contract (Contract), under which PSNH is obligated to buy from
the company, and the company is obligated to sell to PSNH, all of the company's
capacity and output of its 35.6 percent share of the Seabrook 1 nuclear power
plant (Seabrook) for a period equal to the length of the Nuclear Regulatory
Commission full-power operating license for Seabrook (through 2026). Under the
Contract, PSNH is unconditionally obligated to pay the company's "cost of
service" during the period whether or not Seabrook is operating and without
regard to the cost of alternative sources of power. In addition, PSNH will be
obligated to pay decommissioning and project cancellation costs after the
termination of the operating license.
The company's "cost of service" includes all of its prudently incurred Seabrook-
related costs, including operation and maintenance expense, fuel expense,
property tax expense, depreciation expense, certain overhead and other costs,
and a phased-in return on its Seabrook investment. The Contract established the
initial recoverable investment in Seabrook at $700 million (Initial Investment),
plus any capital additions, net of depreciation.
The company's only assets are Seabrook and other Seabrook-related assets and its
only source of revenue is the Contract. PSNH's obligations under the Contract
are solely its own and have not been guaranteed by NU. The Contract contains
no provisions entitling PSNH to terminate its obligations. If, however, PSNH
were to fail to perform its obligations under the Contract, the company would be
required to find other purchasers for Seabrook power.
For the three-month and six-month periods ended June 30, 1995 net income
decreased by approximately $3 million due primarily to a one-time adjustment to
correct the deferred Seabrook return balance.
Workforce Reductions
In July 1995, NU announced a program aimed at reducing the nuclear
organization's total workforce by approximately 250 employees by the end of
January 1996. An early retirement program is available to approximately 155
eligible employees of NU's subsidiaries, including Seabrook employees, who will
be at least age 55 with ten years of service as of January 1, 1996. The
employees have until September 15, 1995, to make their decisions. The balance
of the workforce reduction will be achieved through attrition and layoffs. The
estimated cost of the early retirements and layoffs to NU system companies
could be in the range of $10 million to $12 million.
Rate Matters
As of June 30, 1995, NAEC has included in rates $595 million of its initial
Seabrook investment. The remaining investment ($105 million) will be phased
into rates in May 1996. As of June 30, 1995, the deferred return associated
with the amount of investment that has not been included in rates was
approximately $198 million, including approximately $51 million which is
recorded as utility plant. This amount and the additional deferred amounts
associated with the remaining phase-in will be recovered under the Contract over
the period December 1997 through May 2001.
Seabrook Performance
Seabrook operated at a capacity factor of 94 percent through June 1995, as
compared to 41 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.
Liquidity and Capital Resources
Cash provided from operations increased approximately $5 million for the first
six months in 1995, as compared with the same period in 1994, primarily due to
the increased cash return associated with the phase-in of additional Seabrook
plant. Cash flows used for financing activities were approximately $32 million
higher in 1995, as compared with 1994, primarily due to the $20 million sinking
fund repayment of NAEC's Series A bonds beginning in 1995 and the payment of
cash dividends on common stock in 1995. Cash used for investments was
approximately $32 million lower in 1995, as compared with 1994, primarily due to
lower investment in plant and lower short-term loans to other NU system
companies under the NU system Money Pool.
The company's construction program expenditures amounted to approximately $2
million for the first six months of 1995, as compared to approximately $11
million for 1994. The decrease is due to expenditures incurred as a result of
NAEC's purchase of Vermont Electric Generation and Transmission Company's 0.4
percent share of Seabrook in 1994.
NAEC filed an application on August 4, 1995 to issue up to $240 million of five-
year notes in a refinancing which could save PSNH customers $15 million over the
next five years. The $15 million in savings would be passed on to PSNH's
customers through the Fuel and Purchased Power Adjustment Clause (FPPAC), which
is reset twice a year, on June 1 and December 1. NAEC estimates that if NHPUC
approval is secured this fall, the refinancing should take place in late 1995.
The company has ongoing cash requirements for Seabrook-related capital
expenditures, nuclear fuel expenditures, interest and operating expenses. Such
cash requirements are expected to be met from payments under the Contract and
the Tax Allocation Agreement, except that to the extent some or all of the
capital expenditures and nuclear fuel expenditures may have to be financed, the
company expects to borrow under the Money Pool. As of June 30, 1995, there were
no borrowings outstanding under the Money Pool.
A substantial portion of the company's cash flow consists of payments made by NU
to the company under a Tax Allocation Agreement that the company entered into
with NU at the time of the acquisition. The amount of such payments will
decrease over time but is expected to remain substantial during the next few
years when the company is expected to incur losses for tax purposes due to
accelerated tax depreciation of Seabrook. The company received approximately
$14 million from NU for the first six months of 1995 under this agreement. No
assurance can be given, however, as to the extent of the future benefits, if
any, that will actually accrue to the company under the Tax Allocation
Agreement.
RESULTS OF OPERATIONS
Comparison of Second Quarter of 1995 with the Second Quarter
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of 1994
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Operating revenues represent amounts billed to PSNH under the terms of the
Contract and billings to PSNH for decommissioning expense. Operating revenues
decreased approximately $4 million in the second quarter of 1995, as compared
with 1994, primarily due to lower operating and maintenance expenses partially
offset by the increased return associated with the phase-in of additional
Seabrook plant in May 1994 and May 1995.
Operation and maintenance expenses decreased approximately $6 million in the
second quarter of 1995, as compared with 1994, primarily due to the Seabrook
outage in early 1994, partially offset by higher nuclear fuel expenditures in
1995.
Deferred Seabrook return - other and borrowed funds decreased approximately $7
million in the second quarter of 1995, as compared with 1994, primarily because
additional Seabrook investment was phased into rates in May 1995 and a one-time
adjustment of approximately $5 million was made in June 1995 to correct the
deferred Seabrook return balance.
Comparison of First Six Months of 1995 with the First Six Months
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of 1994
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Operating revenues represent amounts billed to PSNH under the terms of the
Contract and billings to PSNH for decommissioning expense. Operating revenues
decreased approximately $2 million in the second quarter of 1995, as compared
with 1994, primarily due to lower operating and maintenance expenses partially
offset by the increased return associated with the phase-in of additional
Seabrook plant in May 1994 and May 1995.
Operation and maintenance expenses decreased approximately $7 million in the
first six months of 1995, as compared with 1994, primarily due to the Seabrook
outage in early 1994, partially offset by higher nuclear fuel expenditures in
1995.
Deferred Seabrook return - other and borrowed funds decreased approximately $8
million in the first six months of 1995, as compared with 1994, primarily
because additional Seabrook investment was phased into rates in May 1995 and a
one-time adjustment of approximately $5 million was made in June 1995 to correct
the deferred Seabrook return balance.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
1. On May 23, 1995, the U.S. Court of Appeals for the First Circuit affirmed
the Federal Energy Regulatory Commission's (FERC) order on the Seabrook Power
Contract. The court held that FERC had correctly applied the "public interest
standard" to modify terms of the contract. The order affects only future
changes to the Seabrook Power Contract, including changes to decommissioning
charges and rate of return.
For additional information on these proceedings, see "Item 3 - Legal
Proceedings" in NAEC's 1994 Form 10-K.
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of NAEC held on June 12, 1995,
stockholders voted to fix the number of directors for the ensuing year at nine.
The vote fixing the number of directors at nine was 1,000 shares in favor,
representing 100 percent of the issued and outstanding shares of common stock of
NAEC.
At the Annual Meeting, the following nine directors were elected, each by a vote
of 1,000 shares in favor, to serve on the Board of Directors for the ensuing
year: Robert E. Busch, William B. Ellis, Ted C. Feigenbaum, Bernard M. Fox,
William T. Frain, Jr., Cheryl W. Grise, John B. Keane, Hugh C. MacKenzie, and
John F. Opeka.
Item 5. Other Information
1. On June 20, 1995, the staff of the Securities and Exchange Commission
recommended "conditional repeal" of the Public Utility Holding Company Act of
1935 and substantial loosening of rules presently restricting NU's capital-
raising and diversification activities. Repeal is subject to approving
legislation in Congress, which has yet to be introduced. Comments on the rules
are due in September.
For additional information on this matter, see "Business - Public Utility
Regulation" in NAEC's 1994 Form 10-K.
2. Under legislation effective June 19, 1995, the New Hampshire Public Utility
Commission (NHPUC) can approve a retail wheeling pilot program to begin no
earlier than January 1, 1996. The new law creates a legislative study committee
to investigate the future of the electric industry and state regulation, with a
scheduled report date of November 1995.
The bill also permits economic development and business retention rates to
be offered to new or expanding business and to manufacturers threatening to
leave the state or close their operations. PSNH filed economic development and
business retention rate tariffs on June 26, 1995. On July 14, 1995, the NHPUC
suspended the tariffs and denied PSNH's requests to approve the new rates on a
temporary basis.
For additional information on this matter, see "Business - Competition and
Marketing - Retail Marketing" in NAEC's 1994 Form 10-K.
3. On June 6, 1995, in a 2-1 majority decision involving Freedom Electric
Power Company's (FEPCo) petition to serve selected large PSNH customers, the
NHPUC found that electric utility franchises in New Hampshire are not exclusive
as a matter of law. The NHPUC also found that the approval of competition in
PSNH's territory in no way affected the State of New Hampshire's commitment to
the 1989 Rate Agreement with PSNH because rates were not being affected. PSNH
plans to appeal this decision.
On July 14, 1995, FEPCo filed a petition for declaratory ruling with the
FERC requesting a ruling that FEPCo is entitled to wheeling services from PSNH.
For additional information on this proceeding, see "Business - Competition and
Marketing - Retail Marketing" in NAEC's 1994 Form
10-K.
4. On May 23, 1995, the NHPUC denied PSNH's motion for rehearing in PSNH's
least cost planning proceeding. In an April 1995 decision, the NHPUC had
required PSNH to conduct future resource planning based on only the economics of
PSNH, rather than the combined NU system.
For additional information on this proceeding, see "Other Information" in NAEC's
1995 Form 10-Q for the quarter ended March 31, 1995.
5. On June 22, 1995, The United States Court of Federal Claims held in Yankee
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Atomic Electric Company v. The United States that as applied to Yankee Atomic
--------------------------------------------
Electric Company (YAEC), the Uranium Enrichment Decontamination and
Decommissioning Fund, which pursuant to the 1992 Energy Policy Act imposes an
annual "special assessment" on domestic utilities, is an unlawful add-on to the
bargained-for contract price for enriched uranium. As a result, the federal
government must refund the approximately $3.0 million that YAEC has paid into
the fund since its inception. NU is evaluating the applicability of this
decision to the $21 million that the System companies have already paid into the
fund, and whether this alters the System companies' obligation to pay such
special assessments in the future. This decision is subject to appeal.
For additional information on this proceeding, see "Business - Electric
Operations - Nuclear Generation - Decommissioning" in NAEC's 1994 Form 10-K.
6. On August 1, 1995, pursuant to a management succession plan that was
introduced on January 29, 1992, William B. Ellis resigned as Chairman of NU's
Board of Trustees, and Bernard M. Fox assumed that position. Mr. Ellis also
resigned from the Board of Directors of NAEC and certain other NU subsidiaries.
Item 6. Exhibits and Reports on Form 8-K
(a) Listing of Exhibits:
Exhibit
Number Description
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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.
NORTH ATLANTIC ENERGY CORPORATION
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Registrant
Date August 14, 1995 By /s/ Bernard M. Fox
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Bernard M. Fox
Vice Chairman and Chief
Executive Officer, and
Director
Date August 14, 1995 By /s/ John W. Noyes
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John W. Noyes
Vice President and