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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[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
Exact Name of Registrant as Commission I.R.S. Employer
Specified in Its Charter File Number Identification No.
- ---------------------------------- ----------- ------------------
HAWAIIAN ELECTRIC INDUSTRIES, INC. 1-8503 99-0208097
and Principal Subsidiary
HAWAIIAN ELECTRIC COMPANY, INC. 1-4955 99-0040500
STATE OF HAWAII
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
900 RICHARDS STREET, HONOLULU, HAWAII 96813
- --------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
HAWAIIAN ELECTRIC INDUSTRIES, INC. ----- (808) 543-5662
HAWAIIAN ELECTRIC COMPANY, INC. ------- (808) 543-7771
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
NONE
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
================================================================================
Indicate by check mark whether the registrant (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
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class of Common Stock Outstanding May 5, 1995
- -----------------------------------------------------------------------------------------------------
Hawaiian Electric Industries, Inc. (Without Par Value)..... 29,008,326 Shares
Hawaiian Electric Company, Inc. ($6 2/3 Par Value)......... 11,813,147 Shares (not publicly traded)
================================================================================
Hawaiian Electric Industries, Inc. and subsidiaries
Hawaiian Electric Company, Inc. and subsidiaries
Form 10-Q--Quarter ended March 31, 1995
INDEX
Page No.
Glossary of terms........................................................ ii
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Hawaiian Electric Industries, Inc. and subsidiaries
---------------------------------------------------
Consolidated balance sheets (unaudited) - March 31, 1995
and December 31, 1994...................................... 1
Consolidated statements of income (unaudited) - three months
ended March 31, 1995 and 1994.............................. 2
Consolidated statements of retained earnings (unaudited) -
three months ended March 31, 1995 and 1994................. 2
Consolidated statements of cash flows (unaudited) -
three months ended March 31, 1995 and 1994................. 3
Notes to consolidated financial statements (unaudited)....... 4
Hawaiian Electric Company, Inc. and subsidiaries
------------------------------------------------
Consolidated balance sheets (unaudited) - March 31, 1995
and December 31, 1994...................................... 8
Consolidated statements of income (unaudited) -
three months ended March 31, 1995 and 1994................. 9
Consolidated statements of retained earnings (unaudited) -
three months ended March 31, 1995 and 1994................. 9
Consolidated statements of cash flows (unaudited) -
three months ended March 31, 1995 and 1994................. 10
Notes to consolidated financial statements (unaudited)....... 11
Item 2. Management's discussion and analysis of financial
condition and results of operations........................ 15
PART II. OTHER INFORMATION
Item 1. Legal proceedings............................................ 25
Item 4. Submission of matters to a vote of security holders.......... 25
Item 5. Other information............................................ 26
Item 6. Exhibits and reports on Form 8-K............................. 29
Signatures............................................................... 30
i
Hawaiian Electric Industries, Inc. and subsidiaries
Hawaiian Electric Company, Inc. and subsidiaries
Form 10-Q--Quarter ended March 31, 1995
GLOSSARY OF TERMS
Terms Definitions
- ----- -----------
AFUDC Allowance for funds used during construction
ASB American Savings Bank, F.S.B., a wholly owned subsidiary of
HEI Diversified, Inc. and parent company of American
Savings Investment Services Corp., ASB Service
Corporation, AdCommunications, Inc. and Associated
Mortgage, Inc.
Company Hawaiian Electric Industries, Inc. and its direct and
indirect subsidiaries, including, without limitation,
Hawaiian Electric Company, Inc., Maui Electric Company,
Limited, Hawaii Electric Light Company, Inc., HEI
Investment Corp., Malama Pacific Corp. and its
subsidiaries, Hawaiian Tug & Barge Corp., Young Brothers,
Limited, HEI Diversified, Inc., American Savings Bank,
F.S.B. and its subsidiaries, Lalamilo Ventures, Inc.,
Pacific Energy Conservation Services, Inc. and HEI Power
Corp. (since its formation in March 1995)
Consumer
Advocate Division of Consumer Advocacy, Department of Commerce and
Consumer Affairs of the State of Hawaii
FASB Financial Accounting Standards Board
HECO Hawaiian Electric Company, Inc., a wholly owned electric
utility subsidiary of Hawaiian Electric Industries, Inc.
and parent company of Maui Electric Company, Limited and
Hawaii Electric Light Company, Inc.
HEI Hawaiian Electric Industries, Inc.,
parent company of Hawaiian Electric Company, Inc., HEI
Investment Corp., Malama Pacific Corp., Hawaiian Tug &
Barge Corp., Lalamilo Ventures, Inc., HEI Diversified,
Inc., Pacific Energy Conservation Services, Inc. and HEI
Power Corp. (since its formation in March 1995)
HEIDI HEI Diversified, Inc., a wholly owned subsidiary of
Hawaiian Electric Industries, Inc. and the parent company
of American Savings Bank, F.S.B.
HEIIC HEI Investment Corp., a wholly owned subsidiary of Hawaiian
Electric Industries, Inc.
HEIPC HEI Power Corp., a wholly owned subsidiary of Hawaiian
Electric Industries, Inc.
HELCO Hawaii Electric Light Company, Inc., a wholly owned
electric utility subsidiary of Hawaiian Electric Company,
Inc.
ii
GLOSSARY OF TERMS, continued
Terms Definitions
- ----- -----------
HIG The Hawaiian Insurance & Guaranty Company, Limited, an
insurance company currently in state rehabilitation
proceedings. HEI Diversified, Inc. was the holder of
record of HIG's common stock prior to August 16, 1994
HTB Hawaiian Tug & Barge Corp., a wholly owned subsidiary of
Hawaiian Electric Industries, Inc. and parent company of
Young Brothers, Limited
KWH Kilowatthour
MECO Maui Electric Company, Limited, a wholly owned electric
utility subsidiary of Hawaiian Electric Company, Inc.
MPC Malama Pacific Corp., a wholly owned subsidiary of
Hawaiian Electric Industries, Inc. and parent company of
several real estate subsidiaries
MW Megawatt
OTS Office of Thrift Supervision, Department of Treasury
PBOP Postretirement benefits other than pension
PGV Puna Geothermal Venture
PUC Public Utilities Commission of the State of Hawaii
SEC Securities and Exchange Commission
SFAS Statement of Financial Accounting Standards
YB Young Brothers, Limited, a wholly owned subsidiary of
Hawaiian Tug & Barge Corp.
iii
PART I - FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
Item 1. Financial statements
- -----------------------------
Hawaiian Electric Industries, Inc. and subsidiaries
Consolidated balance sheets (unaudited)
March 31, December 31,
(in thousands) 1995 1994
- ---------------------------------------------------------------------------------------------------
Assets
Cash and equivalents................................................ $ 107,423 $ 87,623
Accounts receivable and unbilled revenues, net...................... 123,975 130,762
Inventories, at average cost........................................ 35,957 43,126
Real estate developments............................................ 36,952 33,956
Loans receivable, net............................................... 1,653,878 1,824,055
Marketable securities............................................... 1,303,814 1,099,810
Other investments................................................... 74,920 77,297
Property, plant and equipment, net.................................. 1,709,979 1,677,822
Regulatory assets................................................... 97,910 95,257
Other............................................................... 62,656 59,301
Goodwill and other intangibles...................................... 44,402 45,455
---------- ----------
$5,251,866 $5,174,464
========== ==========
Liabilities and stockholders' equity
Accounts payable.................................................... $ 89,454 $ 97,210
Deposit liabilities................................................. 2,108,813 2,129,310
Short-term borrowings............................................... 131,227 136,755
Securities sold under agreements to repurchase...................... 200,565 123,301
Advances from Federal Home Loan Bank................................ 618,374 616,374
Long-term debt...................................................... 742,677 718,240
Deferred income taxes............................................... 175,077 172,930
Unamortized tax credits............................................. 46,597 45,954
Contributions in aid of construction................................ 178,854 178,635
Other............................................................... 175,758 180,529
---------- ----------
4,467,396 4,399,238
---------- ----------
Preferred stock of electric utility subsidiaries
Subject to mandatory redemption..................................... 43,440 44,844
Not subject to mandatory redemption................................. 48,293 48,293
---------- ----------
91,733 93,137
---------- ----------
Stockholders' equity
Preferred stock, no par value, authorized 10,000 shares;
issued: none..................................................... -- --
Common stock, no par value, authorized 100,000 shares; issued
and outstanding 28,955 shares and 28,655 shares................... 556,025 546,254
Retained earnings................................................... 136,712 135,835
---------- ----------
692,737 682,089
---------- ----------
$5,251,866 $5,174,464
========== ==========
See accompanying notes to consolidated financial statements.
1
Hawaiian Electric Industries, Inc. and subsidiaries
Consolidated statements of income (unaudited)
Three months ended March 31,
(in thousands, except per share amounts and ----------------------------
ratio of earnings to fixed charges) 1995 1994
- ----------------------------------------------------------------------------------------------------
Revenues
Electric utility..................................................... $232,521 $201,306
Savings bank......................................................... 60,717 50,083
Other................................................................ 13,036 13,653
-------- --------
306,274 265,042
-------- --------
Expenses
Electric utility..................................................... 197,108 176,982
Savings bank......................................................... 50,492 39,463
Other................................................................ 14,365 15,193
-------- --------
261,965 231,638
-------- --------
Operating income (loss)
Electric utility..................................................... 35,413 24,324
Savings bank......................................................... 10,225 10,620
Other................................................................ (1,329) (1,540)
-------- --------
44,309 33,404
-------- --------
Interest expense--electric utility and other......................... (14,952) (13,082)
Allowance for borrowed funds used during construction................ 1,167 871
Preferred stock dividends of electric utility subsidiaries........... (1,731) (1,800)
Allowance for equity funds used during construction.................. 2,367 1,951
-------- --------
Income before income taxes........................................... 31,160 21,344
Income taxes......................................................... 13,313 9,556
-------- --------
Net income........................................................... $ 17,847 $ 11,788
======== ========
Earnings per common share............................................ $0.62 $0.42
======== ========
Dividends per common share........................................... $0.59 $0.58
======== ========
Weighted average number of common shares outstanding................. 28,772 27,768
======== ========
Ratio of earnings to fixed charges (SEC method)
Excluding interest on ASB deposits.............................. 1.93 1.92
======== ========
Including interest on ASB deposits.............................. 1.56 1.50
======== ========
Hawaiian Electric Industries, Inc. and subsidiaries
Consolidated statements of retained earnings (unaudited)
Three months ended March 31,
----------------------------
(in thousands) 1995 1994
- ----------------------------------------------------------------------------------------------------
Retained earnings, beginning of period............................... $135,835 $128,318
Net income........................................................... 17,847 11,788
Common stock dividends............................................... (16,970) (16,094)
-------- --------
Retained earnings, end of period..................................... $136,712 $124,012
======== ========
See accompanying notes to consolidated financial statements.
2
Hawaiian Electric Industries, Inc. and subsidiaries
Consolidated statements of cash flows (unaudited)
Three months ended March 31,
----------------------------
(in thousands) 1995 1994
- ------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
Income from continuing operations........................................... $ 17,847 $ 11,788
Adjustments to reconcile income from continuing operations to
net cash provided by (used in) operating activities
Depreciation and amortization of property, plant and equipment........ 19,177 18,146
Other amortization.................................................... (487) (322)
Deferred income taxes and tax credits, net............................ 3,208 5,910
Changes in assets and liabilities, net of effects from
disposal of businesses
Decrease in accounts receivable and unbilled revenues, net...... 6,817 9,657
Decrease in inventories......................................... 7,169 5,028
Increase in real estate developments............................ (879) (9,684)
Increase in securities held for trading......................... -- (15,525)
Increase in regulatory assets................................... (1,303) (4,892)
Decrease in accounts payable.................................... (7,756) (957)
Changes in other assets and liabilities......................... (6,112) (20,379)
--------- ---------
37,681 (1,230)
Cash used by discontinued operations........................................ (67) (220)
--------- ---------
Net cash provided by (used in) operating activities......................... 37,614 (1,450)
--------- ---------
Cash flows from investing activities
Loans receivable originated and purchased................................... (84,121) (168,999)
Principal repayments on loans receivable.................................... 30,096 76,279
Proceeds from sale of loans receivable...................................... 2,413 1,335
"Held-to-maturity" mortgage-backed securities purchased..................... (9,793) (126,802)
Principal repayments on "held-to-maturity" mortgage-backed securities....... 30,032 75,427
Capital expenditures........................................................ (51,157) (37,909)
Contributions in aid of construction........................................ 2,173 2,903
Other....................................................................... 140 1,928
--------- ---------
Net cash used in investing activities....................................... (80,217) (175,838)
--------- ---------
Cash flows from financing activities
Net increase (decrease) in deposit liabilities.............................. (20,497) 55,017
Net increase (decrease) in short-term borrowings with
original maturities of three months or less.............................. (5,259) 75,405
Proceeds from other short-term borrowings................................... 252 496
Repayment of other short-term borrowings.................................... (521) (2,333)
Proceeds from securities sold under agreements to repurchase................ 98,000 --
Repurchase of securities sold under agreements to repurchase................ (23,636) --
Proceeds from advances from Federal Home Loan Bank.......................... 185,500 168,000
Principal payments on advances from Federal Home Loan Bank.................. (183,500) (81,000)
Proceeds from issuance of long-term debt.................................... 36,815 16,018
Repayment of long-term debt................................................. (12,400) (74,400)
Redemption of electric utility subsidiaries' preferred stock................ (1,404) (392)
Net proceeds from issuance of common stock.................................. 5,009 3,824
Common stock dividends...................................................... (12,236) (11,721)
Other....................................................................... (3,720) (9,160)
--------- ---------
Net cash provided by financing activities................................... 62,403 139,754
--------- ---------
Net increase (decrease) in cash and equivalents............................. 19,800 (37,534)
Cash and equivalents, beginning of period................................... 87,623 116,260
--------- ---------
Cash and equivalents, end of period......................................... $ 107,423 $ 78,726
========= =========
See accompanying notes to consolidated financial statements.
3
Hawaiian Electric Industries, Inc. and subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1995 and 1994
(Unaudited)
- --------------------------------------------------------------------------------
(1) Accounting statement
- -------------------------
In the opinion of HEI's management, the accompanying unaudited consolidated
financial statements contain all material adjustments required by generally
accepted accounting principles to present fairly the Company's financial
position as of March 31, 1995 and December 31, 1994, and the results of its
operations and its cash flows for the three months ended March 31, 1995 and
1994. All such adjustments are of a normal recurring nature, except as described
below. These consolidated financial statements should be read in conjunction
with the consolidated financial statements and the notes thereto incorporated by
reference in HEI's Annual Report on SEC Form 10-K for the year ended December
31, 1994. The consolidated balance sheet as of December 31, 1994 was derived
from audited financial statements.
(2) Electric utility subsidiary
- --------------------------------
For Hawaiian Electric Company, Inc.'s consolidated financial information,
including its commitments and contingencies, see pages 8 through 14.
(3) Savings bank subsidiary
- ----------------------------
Selected consolidated financial information
American Savings Bank, F.S.B. and subsidiaries
Income statement data
Three months ended
March 31,
----------------------
(in thousands) 1995 1994
- -------------------------------------------------------------------------------
Interest income...................................... $ 57,633 $ 48,098
Interest expense..................................... 32,975 23,146
-------- --------
Net interest income.................................. 24,658 24,952
Provision for losses................................. (385) (242)
Other income......................................... 3,084 1,985
Operating, administrative and general expenses....... (17,132) (16,075)
-------- --------
Operating income..................................... 10,225 10,620
Income taxes......................................... 4,276 4,413
-------- --------
Net income........................................... $ 5,949 $ 6,207
======== ========
4
American Savings Bank, F.S.B. and subsidiaries
Balance sheet data
March 31, December 31,
(in thousands) 1995 1994
- --------------------------------------------------------------------------------
Assets
Cash and equivalents............................... $ 106,356 $ 76,502
Investment securities.............................. 33,012 32,523
Mortgage-backed securities......................... 1,270,802 1,067,287
Loans receivable, net.............................. 1,653,878 1,824,055
Other.............................................. 70,872 69,829
Goodwill and other intangibles..................... 44,402 45,455
---------- ----------
$3,179,322 $3,115,651
========== ==========
Liabilities and equity
Deposit liabilities................................ $2,108,813 $2,129,310
Securities sold under agreements to repurchase..... 200,565 123,301
Advances from Federal Home Loan Bank............... 618,374 616,374
Other.............................................. 53,032 51,078
---------- ----------
2,980,784 2,920,063
Common stock equity................................ 198,538 195,588
---------- ----------
$3,179,322 $3,115,651
========== ==========
(4) Real estate subsidiary
- ---------------------------
MPC and its subsidiaries' total real estate project inventory, equity investment
in real estate joint ventures and loans and advances to unconsolidated joint
ventures or joint venture partners amounted to $52 million and $51 million at
March 31, 1995 and December 31, 1994, respectively. MPC's present focus is to
reduce its current investment in real estate development assets to increase cash
flow to the Company by continuing the development and sales of its existing
projects. There are currently no plans to invest in new projects.
At March 31, 1995, MPC or its subsidiaries had issued (i) guaranties under which
they were jointly and severally contingently liable with their joint venture
partners for $1.9 million of outstanding loans and (ii) payment guaranties under
which MPC or its subsidiaries were severally contingently liable for $7.8
million of outstanding loans and $6.4 million of additional undrawn loan
facilities. All such loans are collateralized by real property. At March 31,
1995, HEI had agreed with the lenders of construction loans and loan facilities,
of which approximately $13.7 million was outstanding and $6.9 million was
undrawn, that it will maintain ownership of l00% of the stock of MPC and that it
intends, subject to good and prudent business practices, to keep MPC financially
sound and responsible to meet its obligations as guarantor.
(5) Regulatory assets
- ----------------------
Regulatory assets at March 31, 1995 and December 31, 1994 included the following
deferred costs:
March 31, December 31,
(in thousands) 1995 1994
- --------------------------------------------------------------------------------
Postretirement benefits other than pensions......... $36,160 $36,670
Income taxes........................................ 25,530 23,522
Unamortized debt expense on retired issues.......... 7,352 7,513
Integrated resource planning costs.................. 7,780 7,189
Computer system development costs................... 6,479 6,090
Vacation earned, but not yet taken.................. 6,490 5,972
Preliminary plant costs on suspended project........ 5,759 5,768
Other............................................... 2,360 2,533
------- -------
$97,910 $95,257
======= =======
5
(6) Interest expense
- ---------------------
Interest expense by segment, excluding interest on nonrecourse debt from
leveraged leases, consisted of the following:
Three months ended
March 31,
--------------------
(in thousands) 1995 1994
- --------------------------------------------------------------------------------
Electric utility........................................ $10,446 $ 9,063
Other................................................... 4,506 4,019
------- -------
14,952 13,082
Savings bank............................................ 32,975 23,146
------- -------
$47,927 $36,228
======= =======
(7) Cash flows
- ---------------
Supplemental disclosures of cash flow information
Cash paid (received) for interest [net of capitalized amounts] and income taxes
was as follows:
Three months ended
March 31,
--------------------
(in thousands) 1995 1994
- -----------------------------------------------------------------------------------------------------
Interest (including interest paid by savings bank, but excluding interest
paid on nonrecourse debt on leveraged leases)............................... $39,546 $34,186
======= =======
Interest on nonrecourse debt on leveraged leases.............................. $ 239 $ 256
======= =======
Income taxes.................................................................. $ (681) $ 4,894
======= =======
Supplemental disclosures of noncash activities
In the three months ended March 31, 1995, ASB received $223 million in mortgage-
backed securities in exchange for loans.
Common stock dividends reinvested by shareholders in HEI common stock in noncash
transactions amounted to $4,734,000 and $4,373,000 for the three months ended
March 31, 1995 and 1994, respectively.
The allowance for equity funds used during construction, which was capitalized
as part of the cost of electric utility plant, amounted to $2,367,000 and
$1,951,000 for the three months ended March 31, 1995 and 1994, respectively.
In March 1994, Malama Development Corp.'s Baldwin*Malama partnership closed on
an option to purchase approximately 147 acres of land on the island of Maui from
Baldwin Pacific Properties, Inc. Of the total land purchase price of $9.9
million, Baldwin*Malama issued mortgage notes payable of $8.0 million in noncash
consideration.
(8) Accounting change
- ----------------------
In March 1995, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121
requires that long-lived assets and certain identifiable intangibles held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. If the sum of the expected future cash flows (undiscounted and
without interest charges) is less than the carrying amount of the asset, an
impairment loss is recognized. Measurement of that loss would be based on the
fair value of the asset.
6
Generally, SFAS No. 121 requires that long-lived assets and certain identifiable
intangibles to be disposed of be reported at the lower of carrying amount or
fair value less cost to sell.
SFAS No. 121 also requires that a rate-regulated enterprise recognize an
impairment for the amount of costs excluded when a regulator excludes all or
part of a cost from the enterprise's rate base.
The provisions of SFAS No. 121 must be adopted by the Company no later than
January 1, 1996. The Company has not determined when it will adopt the
provisions of SFAS No. 121 nor the impact of the adoption of SFAS No. 121 on its
financial statements.
(9) Discontinued operations
- ----------------------------
The Hawaiian Insurance & Guaranty Co., Limited
- ----------------------------------------------
The Hawaiian Insurance & Guaranty Company, Limited (HIG) and its subsidiaries
(collectively, the HIG Group) are property and casualty insurance companies.
HEIDI was the holder of record of all the common stock of HIG until August 16,
1994. In December 1992, due to a significant increase in the estimate of
policyholder claims from Hurricane Iniki, the HEI Board of Directors had
concluded that it would not contribute additional capital to HIG and the
remaining investment in the HIG Group was written off. On December 24, 1992, a
formal rehabilitation order vested full control over the HIG Group in the
Insurance Commissioner (the Rehabilitator) and her deputies.
On April 12, 1993, the Rehabilitator, the HIG Group and others filed a complaint
against HEI, HEIDI and others. The complaint, which was subsequently amended,
set forth several separate counts, including claims to the effect that HEI
and/or HEIDI should be held liable for HIG's obligations and claims that
directors and officers of HEI, HEIDI and the HIG Group were responsible for the
losses suffered by the HIG Group. In 1994, HEI, HEIDI, the named directors and
officers, the Rehabilitator and others signed an agreement to settle the
lawsuit. In August 1994, $32 million was disbursed to the Rehabilitator, at
which time a release of claims against HEI, its affiliates and their past and
present officers and directors became effective.
The $32.0 million settlement amount, less income tax benefits and certain
amounts recognized in previously established reserves, resulted in a $15.0
million after-tax charge to discontinued operations in 1993. HEI and HEIDI are
seeking reimbursement for the settlement and defense costs from its insurance
carriers. One of the insurance carriers has filed a declaratory relief action
seeking resolution of insurance coverage and other policy issues, and HEI and
HEIDI have filed counterclaims. Trial is scheduled for October 1995, but may be
postponed. Recoveries from HEI's insurance carriers, if any, will be recognized
when realized.
In December 1994, five insurance agencies, which had served as insurance agents
for the HIG Group, filed a complaint against HEI, HEIDI and others. The
complaint sets forth several causes of action, including breach of contract and
piercing the corporate veil. The plaintiffs ask for relief from the defendants,
including compensatory damages for lost commissions, lost business and lost
profits in an amount to be proven at trial and punitive damages. In the opinion
of management, losses, if any, resulting from the ultimate outcome of the
lawsuit will not have a material adverse effect on the Company's financial
condition or results of operations.
In April 1995, it was announced by the state insurance commissioner that Vesta
Fire Insurance Corp. of Birmingham, Alabama, agreed to buy HIG for $35 million
in cash. The sale is subject, among other things, to approval by the state
Circuit Court, which is supervising HIG's rehabilitation.
7
Hawaiian Electric Company, Inc. and subsidiaries
Consolidated balance sheets (unaudited)
March 31, December 31,
(in thousands, except par value) 1995 1994
- --------------------------------------------------------------------------------------
Assets
Utility plant, at cost
Property, plant and equipment..................... $2,155,660 $2,129,274
Construction in progress.......................... 186,147 164,247
Less--accumulated depreciation.................... (720,664) (702,945)
---------- ----------
Net utility plant........................... 1,621,143 1,590,576
---------- ----------
Current assets
Cash and equivalents.............................. 77 10,694
Customer accounts receivable, net................. 57,639 60,406
Accrued unbilled revenues, net.................... 35,642 38,435
Other accounts receivable, net.................... 7,867 10,302
Fuel oil stock, at average cost................... 13,719 21,966
Materials and supplies, at average cost........... 21,187 20,108
Prepayments and other............................. 2,163 2,028
---------- ----------
Total current assets........................ 138,294 163,939
---------- ----------
Other assets
Regulatory assets................................. 95,215 92,524
Other............................................. 40,796 42,081
---------- ----------
Total other assets.......................... 136,011 134,605
---------- ----------
$1,895,448 $1,889,120
========== ==========
Capitalization and liabilities
Capitalization
Common stock, $6 2/3 par value, authorized
50,000 shares; outstanding 11,813 shares....... $ 78,766 $ 78,766
Premium on capital stock.......................... 246,629 246,600
Retained earnings................................. 315,408 308,535
---------- ----------
Common stock equity......................... 640,803 633,901
Cumulative preferred stock
Not subject to mandatory redemption............ 48,293 48,293
Subject to mandatory redemption................ 41,070 42,470
Long-term debt, net............................... 505,520 468,653
---------- ----------
Total capitalization........................ 1,235,686 1,193,317
---------- ----------
Current liabilities
Long-term debt due within one year................ 9,903 20,933
Preferred stock sinking fund requirements......... 2,370 2,374
Short-term borrowings - nonaffiliates............. 105,467 117,866
Short-term borrowings - affiliate................. 800 --
Accounts payable.................................. 45,724 54,662
Interest and preferred dividends payable.......... 10,898 8,575
Income taxes payable.............................. 12,116 3,300
Other taxes accrued............................... 24,777 39,666
Other............................................. 27,846 30,111
---------- ----------
Total current liabilities................... 239,901 277,487
---------- ----------
Deferred credits
Deferred income taxes............................. 108,832 108,362
Unamortized tax credits........................... 45,597 44,939
Other............................................. 86,578 86,380
---------- ----------
Total deferred credits...................... 241,007 239,681
---------- ----------
Contributions in aid of construction................. 178,854 178,635
---------- ----------
$1,895,448 $1,889,120
========== ==========
See accompanying notes to HECO's consolidated financial statements.
8
Hawaiian Electric Company, Inc. and subsidiaries
Consolidated statements of income (unaudited)
Three months ended
March 31,
----------------------
(in thousands, except for ratio of earnings to fixed charges) 1995 1994
- ---------------------------------------------------------------------------------------------
Operating revenues................................................ $231,176 $200,098
-------- --------
Operating expenses
Fuel oil.......................................................... 48,477 38,618
Purchased power................................................... 63,853 62,986
Other operation................................................... 34,183 29,711
Maintenance....................................................... 11,222 10,742
Depreciation...................................................... 16,982 16,117
Taxes, other than income taxes.................................... 22,079 18,738
Income taxes...................................................... 11,174 7,054
-------- --------
207,970 183,966
-------- --------
Operating income.................................................. 23,206 16,132
-------- --------
Other income
Allowance for equity funds used during construction............... 2,367 1,951
Other, net........................................................ 1,237 1,185
-------- --------
3,604 3,136
-------- --------
Income before interest and other charges.......................... 26,810 19,268
-------- --------
Interest and other charges
Interest on long-term debt........................................ 8,078 8,012
Amortization of net bond premium and expense...................... 314 247
Other interest charges............................................ 2,054 804
Allowance for borrowed funds used during construction............. (1,167) (871)
Preferred stock dividends of subsidiaries......................... 692 716
-------- --------
9,971 8,908
-------- --------
Income before preferred stock dividends of HECO................... 16,839 10,360
Preferred stock dividends of HECO................................. 1,039 1,084
-------- --------
Net income for common stock....................................... $ 15,800 $ 9,276
======== ========
Ratio of earnings to fixed charges (SEC method)................... 3.27 2.58
======== ========
Hawaiian Electric Company, Inc. and subsidiaries
Consolidated statements of retained earnings (unaudited)
Three months ended
March 31,
----------------------
(in thousands) 1995 1994
- ---------------------------------------------------------------------------------------------
Retained earnings, beginning of period............................ $308,535 $275,401
Net income for common stock....................................... 15,800 9,276
Common stock dividends............................................ (8,927) (9,923)
-------- --------
Retained earnings, end of period.................................. $315,408 $274,754
======== ========
See accompanying notes to HECO's consolidated financial statements.
9
Hawaiian Electric Company, Inc. and subsidiaries
Consolidated statements of cash flows (unaudited)
Three months ended
March 31,
----------------------
(in thousands) 1995 1994
- ---------------------------------------------------------------------------------------------------
Cash flows from operating activities
Income before preferred stock dividends of HECO........................... $ 16,839 $ 10,360
Adjustments to reconcile income before preferred stock dividends of
HECO to net cash provided by operating activities
Depreciation and amortization of property,
plant and equipment.............................................. 16,982 16,117
Other amortization.................................................. 750 1,527
Deferred income taxes............................................... 470 1,211
Tax credits, net.................................................... 1,076 851
Allowance for equity funds used during construction................. (2,367) (1,951)
Decrease in accounts receivable..................................... 5,202 7,414
Decrease in accrued unbilled revenues............................... 2,793 3,736
Decrease in fuel oil stock.......................................... 8,247 4,346
Decrease (increase) in materials and supplies....................... (1,079) 843
Increase in regulatory assets....................................... (1,303) (4,892)
Decrease in accounts payable........................................ (8,938) (3,083)
Increase in interest and preferred dividends payable................ 2,323 2,434
Changes in other assets and liabilities............................. (5,796) (20,540)
-------- --------
Net cash provided by operating activities................................. 35,199 18,373
-------- --------
Cash flows from investing activities
Capital expenditures...................................................... (47,319) (36,701)
Contributions in aid of construction...................................... 2,173 2,903
-------- --------
Net cash used in investing activities..................................... (45,146) (33,798)
-------- --------
Cash flows from financing activities
Common stock dividends.................................................... (8,927) (9,923)
Preferred stock dividends................................................. (1,039) (1,084)
Proceeds from issuance of long-term debt.................................. 36,815 16,018
Repayment of long-term debt............................................... (11,000) (48,000)
Redemption of preferred stock............................................. (1,404) (392)
Net increase (decrease) in short-term borrowings from nonaffiliates
and affiliate with original maturities of three months or less......... (11,599) 63,805
Other..................................................................... (3,516) (6,337)
-------- --------
Net cash provided by (used in) financing activities....................... (670) 14,087
-------- --------
Net decrease in cash and equivalents...................................... (10,617) (1,338)
Cash and equivalents, beginning of period................................. 10,694 1,922
-------- --------
Cash and equivalents, end of period....................................... $ 77 $ 584
======== ========
See accompanying notes to HECO's consolidated financial statements.
10
Hawaiian Electric Company, Inc. and subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1995 and 1994
(Unaudited)
- --------------------------------------------------------------------------------
(1) Accounting statement
- -------------------------
In the opinion of HECO's management, the accompanying unaudited consolidated
financial statements contain all material adjustments required by generally
accepted accounting principles to present fairly the financial position of HECO
and its subsidiaries as of March 31, 1995 and December 31, 1994, and the results
of their operations and their cash flows for the three months ended March 31,
1995 and 1994. All such adjustments are of a normal recurring nature. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto incorporated by
reference in HECO's Annual Report on SEC Form 10-K for the year ended December
31, 1994. The consolidated balance sheet as of December 31, 1994 was derived
from audited financial statements.
(2) Regulatory assets
- ----------------------
Regulatory assets at March 31, 1995 and December 31, 1994 include the following
deferred costs:
March 31, December 31,
(in thousands) 1995 1994
- --------------------------------------------------------------------------------
Postretirement benefits other than pensions......... $33,559 $34,032
Income taxes........................................ 25,436 23,427
Unamortized debt expense on retired issues.......... 7,352 7,513
Integrated resource planning costs.................. 7,780 7,189
Computer system development costs................... 6,479 6,090
Vacation earned, but not yet taken.................. 6,490 5,972
Preliminary plant costs on suspended project........ 5,759 5,768
Other............................................... 2,360 2,533
------- -------
$95,215 $92,524
======= =======
(3) Cash flows
- ---------------
Supplemental disclosures of cash flow information
Cash paid for interest (net of capitalized amounts) and income taxes was as
follows:
Three months ended
March 31,
-------------------
(in thousands) 1995 1994
- --------------------------------------------------------------------------------
Interest................................................. $ 6,038 $ 6,149
======= =======
Income taxes............................................. $ 582 $ 2,470
======= =======
Supplemental disclosure of noncash activities
The allowance for equity funds used during construction, which was capitalized
as part of the cost of electric utility plant, amounted to $2,367,000 and
$1,951,000 for the three months ended March 31, 1995 and 1994, respectively.
11
(4) Commitments and contingencies
- ----------------------------------
Power purchase agreements.
At March 31, 1995, HECO and its subsidiaries had power purchase agreements for
465 megawatts (MW) of firm capacity, representing approximately 22% of the total
of their generating capability and firm purchased capacity. Rate recovery is
allowed for energy and firm capacity payments under these agreements. Assuming
that each of the agreements remains in place and the minimum availability
criteria in the power purchase agreements are met, aggregate minimum fixed
capacity charges are expected to be approximately $107 million in 1995, $109
million in each of 1996 and 1997, $106 million in 1998, $109 million in 1999 and
an aggregate of $2.1 billion thereafter.
In general, payments under the power purchase agreements for 465 MW of firm
capacity are based upon available capacity and energy. Payments for capacity
generally are not required if the contracted capacity is not available, and
payments are reduced, under certain conditions, if available capacity drops
below contracted levels. In general, the payment rates for capacity have been
predetermined for the terms of the agreements. The energy payment will vary over
the terms of the agreements and HECO and its subsidiaries may pass on changes in
the fuel component of the energy charges to customers through the energy cost
adjustment clause in its rate schedules. HECO and its subsidiaries do not
operate nor participate in the operation of any of the facilities that provide
power under the agreements. Title to the facilities does not pass to HECO nor
its subsidiaries upon expiration of the agreements, and the agreements do not
contain bargain purchase options with respect to the facilities.
HELCO has a power purchase agreement with HCPC for 18 MW of firm capacity. On
December 12, 1994, HCPC filed a Chapter 11 bankruptcy petition and advised HELCO
that it would cease operating its plant in December 1994. By stipulation, HELCO
obtained a temporary restraining order (TRO) and, later, extensions of such
order, requiring HCPC to continue operations of the HCPC facility through May
31, 1995, with HELCO to pay an additional amount for the power HCPC supplies
(which was increased to 20 MW under the TRO). On January 5, 1995, HELCO and HCPC
entered into an agreement in principle, subject to the negotiation and execution
of a definitive agreement, to amend the existing power purchase agreement
through December 1999. The definitive agreement, which was executed in the form
of a number of separate agreements on March 24, 1995, is not effective until it
is approved by the bankruptcy court (or the bankruptcy proceeding is dismissed
by the bankruptcy court) and is subject to cancellation by HELCO if not approved
by the PUC within 180 days of its execution. If the definitive agreement becomes
effective, HCPC has indicated that it can increase its power export capability
to HELCO to 22 MW.
HELCO reliability investigation. In July 1991, following service interruptions
and rolling blackouts on the island of Hawaii, the PUC initiated an
investigation into the reliability of HELCO's system and held hearings. Further
hearings were held in July 1992 following additional service interruptions and
rolling blackouts. In its October 1992 decision approving a rate increase for
HELCO, the PUC stated that it may formulate minimum reliability standards for
HELCO, use the standards to assess HELCO's system reliability, and re-examine
the approved rate increase to see whether any adjustments are appropriate. In
the opinion of management, any adjustment by the PUC to its October 1992 rate
increase resulting from the reliability investigation is not expected to have a
material adverse effect on the Company's financial condition or results of
operations.
HELCO is proceeding with plans to install two 20-MW combustion turbines in 1996,
followed by an 18-MW heat steam recovery generator in 1997. However, two
independent power producers have each filed with the PUC separate complaints
against HELCO, alleging that they are entitled to a power purchase contract to
provide all or part of the capacity. HELCO has also encountered procedural and
other difficulties in obtaining the necessary air permit and Conservation
District Use Permit (CDUP) which would allow the combined-cycle unit to be
constructed. As a result of these permitting delays, HELCO's unit installation
schedule has been adversely impacted and HELCO is exploring other alternatives
to meet projected energy needs, including any viable, timely and cost-effective
unaffiliated nonutility generation alternative as well as mitigation measures to
ensure reliable service until HELCO's combined cycle unit is permitted and in
service. Until additional generation is in place, management believes that there
is a significant risk of capacity shortages on the island of Hawaii that could
result in rolling blackouts within the next year.
12
HECO power outage.
On April 9, 1991, HECO experienced a power outage that affected all customers on
the island of Oahu. The PUC initiated an investigation of the outage, which was
consolidated with a pending investigation of an outage that occurred in 1988.
Power Technologies, Inc. (PTI), an independent consultant hired by HECO with the
approval of the PUC, investigated the outage. HECO is implementing certain of
PTI's recommendations and is either studying or disagrees with certain of the
other recommendations. Management cannot predict the timing and outcome of any
PUC decision and order, if any, with respect to the outages or PTI's
recommendations.
HECO's PUC-approved tariff states that HECO is not liable for interruptions or
insufficiency of supply when the cause was not within HECO's control through the
exercise of reasonable diligence and care. Nevertheless, HECO received 3,063
customer claims, which totaled approximately $7.8 million, within the time limit
to file claims as a result of the April 9, 1991 outage. 1,530 of these claims
are for property damage and most have been settled, with no admission of
liability, or closed as of March 31, 1995. None of the other 1,533 claims, which
generally involve personal injury or economic loss, such as lost profits, has
been settled.
Seven direct or indirect business customers have filed a lawsuit against HECO on
behalf of themselves and an alleged class, claiming $75 million in compensatory
damages and additional unspecified amounts for punitive damages because of the
April 9, 1991 outage. HECO has filed an answer which denies the principal
allegations in the complaint. The class has not been certified. Trial has been
set for January 1996.
In 1991, HECO recorded a liability of $1 million for the total amount of
expected defense costs and settlements with respect to the outage. In the
opinion of management, losses (if any) in excess of the amount for which
provision has been made, net of estimated insurance recoveries, resulting from
the ultimate outcome of the lawsuit and claims related to the April 1991 outage
will not have a material adverse effect on the Company.
(5) Accounting change
- ----------------------
In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121
requires that long-lived assets and certain identifiable intangibles held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. If the sum of the expected future cash flows (undiscounted and
without interest charges) is less than the carrying amount of the asset, an
impairment loss is recognized. Measurement of that loss would be based on the
fair value of the asset.
Generally, SFAS No. 121 requires that long-lived assets and certain identifiable
intangibles to be disposed of be reported at the lower of carrying amount or
fair value less cost to sell.
SFAS No. 121 also requires that a rate-regulated enterprise recognize an
impairment for the amount of costs excluded when a regulator excludes all or
part of a cost from the enterprise's rate base.
The provisions of SFAS No. 121 must be adopted by HECO and its subsidiaries no
later than January 1, 1996. HECO and its subsidiaries have not determined when
they will adopt the provisions of SFAS No. 121 nor the impact of the adoption of
SFAS No. 121 on HECO's consolidated financial statements.
13
(6) Summarized financial information
- -------------------------------------
Summarized financial information for HECO's consolidated subsidiaries, HELCO and
MECO, is as follows:
HELCO MECO
-------------------------- --------------------------
March 31, December 31, March 31, December 31,
(in thousands) 1995 1994 1995 1994
- ----------------------------------------------------------------------------------------------------------
Balance sheet data
Current assets................................ $ 22,777 $ 25,151 $ 25,260 $ 29,204
Noncurrent assets............................. 342,898 335,725 275,748 272,019
-------- -------- -------- --------
$365,675 $360,876 $301,008 $301,223
======== ======== ======== ========
Common stock equity........................... $122,180 $120,908 $109,132 $108,313
Cumulative preferred stock
Not subject to mandatory redemption....... 10,000 10,000 8,000 8,000
Subject to mandatory redemption........... 7,800 7,800 6,545 6,545
Current liabilities........................... 56,704 59,787 29,980 34,197
Noncurrent liabilities........................ 168,991 162,381 147,351 144,168
-------- -------- -------- --------
$365,675 $360,876 $301,008 $301,223
======== ======== ======== ========
HELCO MECO
-------------------------- --------------------------
Three months ended Three months ended
March 31, March 31,
-------------------------- --------------------------
(in thousands) 1995 1994 1995 1994
- ----------------------------------------------------------------------------------------------------------
Income statement data
Operating revenues............................ $32,695 $28,951 $29,793 $27,361
Operating income.............................. 3,423 2,403 3,743 3,628
Net income for common stock................... 2,548 1,353 2,289 1,948
(7) Reconciliation of electric utility operating income per HEI and HECO
--------------------------------------------------------------------
consolidated statements of income
---------------------------------
Three months ended
March 31,
---------------------
(in thousands) 1995 1994
- ---------------------------------------------------------------------------------------------------
Operating income from regulated and nonregulated activities before
income taxes (per HEI consolidated statements of income)................. $35,413 $24,324
Deduct:
Income taxes on regulated activities..................................... (11,174) (7,054)
Revenues from nonregulated activities.................................... (1,345) (1,208)
Add:
Expenses from nonregulated activities.................................... 312 70
------- -------
Operating income from regulated activities after income taxes (per
HECO consolidated statements of income).................................. $23,206 $16,132
======= =======
14
Item 2. Management's discussion and analysis of financial condition and
- ------------------------------------------------------------------------
results of operations
- ---------------------
The following discussion should be read in conjunction with the consolidated
financial statements and accompanying notes.
RESULTS OF OPERATIONS
Consolidated
- ------------
Three months ended
March 31,
(in thousands, except per ---------------------- % Primary reason(s) for significant
share amounts) 1995 1994 change change*
- --------------------------------------------------------------------------------------------------------------------------------
Revenues............................ $306,274 $265,042 16 Increases for the electric utility and
savings bank segments
Operating income.................... 44,309 33,404 33 Increase for the electric utility segment
Net income.......................... 17,847 11,788 51 Higher operating income and lower effective
tax rate, partly offset by higher interest
expense due to higher borrowings
Earnings per common share........... $0.62 $0.42 48 See above
Weighted average number
of common shares outstanding...... 28,772 27,768 4
* Also see segment discussions which follow.
For the three months ended March 31, 1995, HEI reported net income of $17.8
million, or $0.62 per share, compared to $11.8 million, or $0.42 per share, for
the same period of 1994. Net income increased due to improved results by the
electric utility segment.
15
Following is a general discussion of revenues, expenses and operating income by
business segment.
Electric utility
- ----------------
Three months ended
March 31,
(in thousands, except per ---------------------- % Primary reason(s) for significant
share amounts) 1995 1994 change change*
- --------------------------------------------------------------------------------------------------------------------------------
Revenues............................ $232,521 $201,306 16 Rate relief, higher fuel oil prices which
are passed on to customers and a 1.2%
increase in KWH sales
Expenses
Fuel oil.......................... 48,477 38,618 26 Higher fuel oil prices and more KWHs
generated
Purchased power................... 63,853 62,986 1
Other............................. 84,778 75,378 12 Higher other operation and maintenance expense
including the increase in postretirement
benefits other than pensions (PBOP) expense,
depreciation expense and taxes, other than
income taxes
Operating income.................... 35,413 24,324 46 Rate relief and a 1.2% increase in KWH sales,
partly offset by higher expenses
Net income.......................... 15,800 9,276 70 Higher operating income, partly offset
by higher interest expense
Average fuel oil price
per barrel.......................... 19.82 16.33 21
Operating income for the electric utility segment was up 46% for the three
months ended March 31, 1995 compared to the same period last year. The increase
in operating income was primarily due to timely rate relief, partly offset by
higher expenses.
HECO received interim rate relief on January 1 for 1995 and the PUC's decision
allowing recovery of PBOP costs was effective on January 1, 1995. Results for
the first quarter of 1994 did not include interim rate relief for HECO. When
compared with the first quarter of 1994, the revenues of HECO and its
subsidiaries for the first quarter of 1995 benefited from approximately $20
million of rate relief, including rate relief in 1994 after the first quarter
and interim rate relief effective January 1, 1995.
Competition
The electric utility industry has become increasingly competitive due to
regulatory and technological developments. Competition is affected by factors
including price, reliability of service, alternate energy sources, new
technologies and governmental regulations. Competition in Hawaii is also
affected by the scarcity of generation sites and lack of interconnections with
other utility systems.
The Energy Policy Act of 1992 encourages competition by allowing both utilities
and nonutilities to form generation subsidiaries without becoming subject to
regulation under the Public Utility Holding Company Act of 1935. To date, HECO
and its subsidiaries have not faced competition from any entity under this
authority. However, management cannot predict the future impact, if any, of the
Energy Policy Act of 1992 on the Company.
On the demand-side, a new kind of competitor--the energy service company--is
seeking customers in government and private business and promising to help them
reduce utility bills. On Oahu, one of these
16
companies worked with a large military housing project during 1992 to install
energy-efficient equipment that decreased the facility's electricity consumption
by one-third. To promote energy conservation in Hawaii and the Pacific Basin,
HEI formed a new nonutility energy service company, Pacific Energy Conservation
Services, Inc. (PECS) in August 1994. PECS is currently developing its business
plan.
In response to increased competition, HECO and its subsidiaries are looking at
strategies to enhance their competitive position, including increasing efforts
to provide reliable electric service at a reasonable cost, offering customers
new choices regarding the services provided and promoting conservation and new
technologies like electric vehicles.
Major customers
Approximately 10% of consolidated operating revenues of HECO and its
subsidiaries was derived from the sale of electricity to various federal
government agencies in 1994. One of HECO's largest customers, the Naval Base at
Barbers Point, Oahu, is expected to be closed within the next few years.
However, HECO does not anticipate that the base closure will result in much of a
loss, if any, in aggregate KWH sales as the Navy will continue to occupy
portions of Barbers Point and much of the surplus facilities currently not
utilized by the Navy will probably be occupied by state agencies.
The military has been directed to study mandatory bidding for power contracts
for two locations--Pearl Harbor and a Marine Corps installation on Oahu. If the
Navy and Marine Corps require bidding for power contracts, HECO intends to
submit bids.
On March 8, 1994, President Clinton signed an Executive Order which mandates
that each federal agency develop and implement a program with the intent of
reducing energy consumption by 30% by the year 2005 to the extent that these
measures are cost-effective. The 30% reductions will be measured relative to the
agency's 1985 energy use. HECO is working with various Department of Defense
installations to implement demand-side management programs which will help them
achieve their energy reduction objectives. It is expected that several
Department of Defense installations will sign a Basic Ordering Agreement under
which HECO may implement the energy conservation projects. Neither HEI nor HECO
management can predict with certainty the impact of President Clinton's
Executive Order on the Company's or HECO and subsidiaries' future results of
operations.
Regulation of electric utility rates
The PUC has broad discretion in its regulation of the rates charged by HEI's
electric utility subsidiaries and in other matters. Any adverse decision by the
PUC concerning the level or method of determining electric utility rates, the
authorized returns on equity or other matters, or any prolonged delay in
rendering a decision in a rate or other proceeding, could have a material
adverse effect on the Company's financial condition and results of operations.
Upon a showing of probable entitlement, the PUC is required to issue an interim
decision in a rate case within 10 months from the date of filing a completed
application if the evidentiary hearing is completed (subject to extension for 30
days if the evidentiary hearing is not completed). There is no time limit for
rendering a final decision. Interim rate increases are subject to refund with
interest, pending the final outcome of the case.
Recent rate requests
Postretirement benefits other than pensions
- -------------------------------------------
In November 1994, the PUC issued a decision and order in a generic docket opened
in February 1992 with respect to the accounting and rate-making treatment of the
costs of PBOP. The decision and order authorized full recovery of PBOP costs
determined pursuant to SFAS No. 106, effective January 1, 1995. The decision and
order also allowed the recovery of the regulatory assets related to PBOP costs,
over the next 18 years. These regulatory assets were established by HECO, HELCO,
MECO and YB for PBOP costs accrued from January 1, 1993 through December 31,
1994 and amounted to $36.2 million for the four companies at March 31, 1995.
This order will result in additional annual revenues of approximately $10.0
million, $1.8 million, $1.9 million and $1.0 million for HECO, HELCO, MECO and
YB, respectively, to cover the annual increase in PBOP expense.
17
Hawaiian Electric Company, Inc.
- -------------------------------
. In July 1993, HECO applied to the PUC for permission to increase electric
rates, based on a 1994 test year and a 12.6% return on average common equity
(which was later increased to 12.75%). The increase requested, as subsequently
revised, represented an increase of 8.6% over rates in effect at the time of the
revised filing, or $53.8 million in additional annual revenues. The revised
requested increase was needed to cover rising operating costs (including PBOP
costs discussed above) and to cover the cost of new capital projects to maintain
and improve service reliability. In December 1994, HECO received from the PUC a
final decision and order based on a 12.15% return on average common equity and
authorizing a $40.5 million, or 6.5%, increase in annual revenues, effective
January 1, 1995. The order granted HECO an additional increase of approximately
$3.5 million in annual revenues, over interim increases that took effect in
April, May and November 1994. The final decision and order, together with the
PBOP decision and order, resulted in $50.5 million of annual rate relief.
. In December 1993, HECO applied to the PUC for permission to increase electric
rates, based on a 1995 test year and a 12.3% return on average common equity
(which was later increased to 13.25%). The requested increase, as subsequently
revised (to reflect the final decision and order in the 1994 test year case and
the PBOP decision and order), represented an increase of approximately $28.2
million in additional annual revenues, over permanent rates in effect at the
time of the revised filing. The revised requested increase was needed to cover
rising operating costs and costs of new capital projects to maintain and improve
service reliability. In December 1994, HECO received an interim decision and
order authorizing an increase of $13.2 million, or 1.9%, in annual revenues.
Approximately $10.6 million of the interim increase took effect January 1, 1995,
which was the beginning of the test year. The balance is effective in steps in
May and November 1995. The interim order was based on a 12.6% return on average
common equity.
Hawaii Electric Light Company, Inc.
- -----------------------------------
. In November 1993, HELCO applied to the PUC for permission to increase electric
rates to provide $15.8 million in additional annual revenues, or a 13.4%
increase over the rates then in effect. The requested increase was based on a
1994 test year and a 12.4% return on average common equity (which was later
increased to 13.1%). The increase was needed to cover plant and equipment costs,
operating costs necessary to maintain and improve service and provide reliable
power and PBOP costs discussed above. In February 1995, HELCO received a final
decision and order from the PUC authorizing a $13.7 million, or 11.8%, increase
in annual revenues, based on a 12.6% return on average common equity. The order
granted HELCO an additional increase of approximately $0.1 million in annual
revenues, over interim increases that took effect in August and November 1994.
The final decision and order, together with the PBOP decision and order,
resulted in $15.5 million of annual rate relief.
. In March 1995, HELCO applied to the PUC for permission to increase electric
rates to provide $27 million in additional annual revenues, or an 18.7% increase
over current rates, based on a 1996 test year and a 13.5% return on average
common equity.
Maui Electric Company, Limited
- ------------------------------
. In November 1991, MECO filed a request to increase rates. In January 1993,
MECO revised its requested increase to $11.4 million annually, or 10% over the
rates then in effect, based on a 13.0% return on average common equity. Most of
the proposed increase reflected the costs of adding a 58-MW combined-cycle
generating unit on Maui in three phases and PBOP costs discussed above. In 1993,
MECO received four interim step increases. In August 1994, MECO received the
final decision and order from the PUC granting a total increase of $8.1 million
in annual revenues, or approximately 7.0%, based on a 12.75% return on average
common equity. That action, together with the PBOP decision and order, resulted
in $10 million of annual rate relief.
. In February 1995, MECO applied to the PUC for permission to increase electric
rates to provide $23 million in annual revenues, or a 17.4% increase over
current rates, based on a 1996 test year and a 13.5% return on average common
equity.
Management cannot predict with certainty when decisions in pending or future
rate cases will be rendered or the amount of any interim or final rate increase
that will be granted.
18
Self-Insured Property Damage Reserve
- ------------------------------------
In March 1995, the PUC opened a generic docket to investigate whether the public
utilities in the State of Hawaii should be allowed to establish self-insured
property damage reserves to cover the cost of damage to their facilities and
equipment caused by catastrophic natural disasters. HECO's overhead transmission
and distribution system is susceptible to wind damage, and its underground
system is susceptible to earthquake and flood damage. The overhead and
underground transmission and distribution systems have a replacement value in
excess of $1 billion and are uninsured because the amount of transmission and
distribution system insurance available is limited and the premiums are
extremely high. Hearings on this docket have not yet been scheduled.
Savings bank
- ------------
Three months ended
March 31,
---------------------- %
(in thousands) 1995 1994 change Primary reason(s) for significant change*
- --------------------------------------------------------------------------------------------------------------------------------
Revenues.......................... $60,717 $50,083 21 Higher interest income as a result of higher
average mortgage-backed securities balance
and yield
Operating income.................. 10,225 10,620 (4) Lower net interest income and higher
administrative and general expenses
Net income........................ 5,949 6,207 (4) Lower operating income
Interest rate spread.............. 3.10% 3.83% 3 basis points increase in the weighted
average yield on interest-earning assets and 76
basis points increase in the weighted average rate
on interest-bearing liabilities
The savings bank segment operating income decreased by 4% for the quarter in
comparison with the same period last year. The lower operating income is due to
higher administrative and general expenses and lower interest rate spread. ASB's
interest rate spread--the difference between the weighted average yield on
interest-earning assets and the weighted average rate on interest-bearing
liabilities--decreased to 3.10% in the quarter from 3.83% in the comparable
period of 1994. For the first quarter of 1995, the average mortgage-backed
securities balance was up $475 million and the average borrowings balance was up
$463 million from levels in the first quarter of 1994.
In 1994, the federal funds rate, which is the rate charged by banks for
overnight loans to each other and which has a significant influence on consumer
rates, increased 2.5% to 5.5%. In the first quarter of 1995, the federal funds
rate increased 0.5% to 6.0%.
The demand for mortgage loans has decreased partly due to the rising interest
rates and the slow real estate market in Hawaii. Also, the recent recession and
slow real estate market contributed to a trend of increased loan delinquencies.
In 1994, nonaccrual and renegotiated loans increased $17 million and the
allowance for loan losses increased $3 million. Management expects a reversal in
the trend in increased delinquencies to follow improvements in Hawaii's economy
and real estate market. Management however, cannot predict with certainty when
such improvements will occur.
Another trend has been the outflow of deposits partly due to competition from
money market funds. In the first quarter of 1995, there was a savings outflow of
$38 million, partly offset by interest credited of $18 million. For funding
loans and purchasing mortgage-backed securities, ASB has turned to higher cost
advances from the Federal Home Loan Bank and securities sold under agreements to
repurchase. The use of higher cost sources of funds puts downward pressure on
ASB's interest rate spread.
The decrease in interest rate spread can also be attributed to the changing
interest rate environment. During 1994 and the first quarter of 1995, rising
interest rates caused the cost of interest-bearing liabilities to increase.
However, yields on interest-earning assets in 1994 decreased 48 basis points due
19
in part to 1993's refinancings and the lag in the repricing of adjustable loans
and mortgage-backed securities. Yields in the first quarter of 1995 increased
only 3 basis points as the repricing of interest-earning assets lagged the
repricing of interest-bearing liabilities. In the future, ASB's cost of
interest-bearing liabilities may further increase, which may result in a
decreased interest rate spread and lower net interest income. If interest rates
stabilize, however, ASB's spread is expected to improve as adjustable-rate
mortgages reprice to market levels.
Other
- -----
Three months ended
March 31,
---------------------- %
(in thousands) 1995 1994 change Primary reason(s) for significant change*
- --------------------------------------------------------------------------------------------------------------------------------
Revenues........................... $13,036 $13,653 (5) MPC's lower unit sales, partly offset by the
freight transportation subsidiaries' higher
general freight revenues, interstate revenues
and contract tows
Operating loss..................... (1,329) (1,540) 14 Freight transportation subsidiaries' higher
revenues and lower maintenance expense
The "Other" business segment includes results of operations from HTB and its
subsidiary, YB, which are maritime freight transportation companies; HEIIC,
which is a company primarily holding investments in leveraged leases; MPC and
its subsidiaries, which are real estate investment and development companies;
PECS, which is an energy service company with no operations to date; HEIPC,
which is a company formed in March 1995 to pursue independent power projects in
Asia, beginning with the Philippines; HEI and HEIDI, which are holding
companies; and eliminations of intercompany transactions.
Freight transportation
The freight transportation subsidiaries recorded operating income of $0.9
million in the first quarter of 1995 compared with $0.2 million in the first
quarter of 1994. The increase in operating income was a result of higher general
freight revenues, interstate revenues and contract tows, and lower maintenance
expense. Revenue tons transported and tug operating hours for the first quarter
of 1995 were both 6% higher than the first quarter of 1994.
In May 1994, YB filed an application with the PUC to increase rates by
approximately $2.4 million annually. In September 1994, YB filed a stipulated
agreement with the PUC indicating YB and the Consumer Advocate had agreed to
stipulate to a 6% general rate increase, or approximately $2.0 million annually.
The increase took effect in December 1994.
Real estate
In 1994 and the first three months of 1995, MPC's real estate development
activities were adversely impacted by economic conditions. The real estate
market experienced slowdowns due to the weakness in Hawaii's economy and lack of
consumer confidence. For the three months ended March 31, 1995, MPC recorded an
operating loss of $0.2 million compared to an operating loss of $25,000 in the
same period last year primarily due to lower unit sales.
MPC's present focus is to reduce its current investment in real estate
development assets to increase cash flow to the Company by continuing the
development and sales of its existing projects. There are currently no plans to
invest in new projects.
For further information on MPC, see note (4) in HEI's "Notes to consolidated
financial statements."
20
Other
In 1995, HEIPC and its joint venture partners submitted a bid on an independent
power project in the Philippines. HEIPC also has an option to join a group which
has submitted a bid on another independent power project in the Philippines. The
results of the bidding processes are expected to be received by July 31, 1995.
Both projects are expected to be financed largely with debt, collateralized by
the assets of the underlying project. HEIPC's equity investment in the two
projects is not expected to exceed $35 million.
Discontinued operations
- -----------------------
See note (9) in HEI's "Notes to consolidated financial statements" for
information on the discontinued operations of HIG.
Accounting for the effects of certain types of regulation
- ---------------------------------------------------------
The electric utility companies and YB follow the accounting prescribed by SFAS
No. 71, "Accounting for the Effects of Certain Types of Regulation." SFAS No. 71
provides guidance in preparing financial statements for most public utilities.
Under SFAS No. 71, if regulation provides assurance that incurred costs will be
recovered in the future, those costs must be capitalized rather than expensed.
If the continued application of SFAS No. 71 would no longer be appropriate--due
to increased competition or regulatory, legislative or judicial actions or
otherwise--the financial effects, including a write-off of all regulatory
assets, could be material.
Environmental matters
- ---------------------
HEI and its subsidiaries are subject to numerous laws and regulations which are
designed to protect the environment, and include air and water quality controls,
hazardous waste and toxic substance controls and the Federal Oil Pollution Act
of 1990. HEI's electric utility subsidiaries are exempt from certain
environmental requirements applicable on the U.S. mainland. For example, the
electric utility subsidiaries are exempt from the acid rain provisions of the
1990 Clean Air Act amendments. However, HEI and its subsidiaries are subject to
environmental laws and regulations which could potentially impact the Company in
terms of operating existing facilities, constructing and operating new
facilities and ensuring the proper cleanup and disposal of hazardous waste and
toxic substances. Management believes that the recovery through rates of most,
if not all, of any costs incurred by HECO and its subsidiaries in complying with
these environmental requirements would be allowed by the PUC. However, as with
other costs reviewed by the PUC in the rate-making process, costs incurred by
HECO and its subsidiaries in complying with these environmental requirements may
not be fully allowed by the PUC for rate-making purposes. Based on information
available to the Company, management is not aware of any contingent liabilities
relating to environmental matters that would have a material adverse effect on
the Company.
Electric and magnetic fields
- ----------------------------
Research is ongoing about the potential adverse health effects from exposure to
electric and magnetic fields (EMF). However, the scientific community has not
yet reached a consensus on the nature of any health effects. HECO and its
subsidiaries are participating in utility industry funded studies on the subject
and are considering possible steps to reduce EMF, where feasible, in the design
of new transmission and distribution facilities. The Company cannot predict the
impact, if any, the EMF issue may have on the Company in the future.
Accounting changes
- ------------------
For discussions of SFAS No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," see note (8) in HEI's
"Notes to consolidated financial statements" and note (5) in HECO's "Notes to
consolidated financial statements."
21
FINANCIAL CONDITION
Liquidity and capital resources
- -------------------------------
The Company and consolidated HECO believe that their ability to generate cash,
both internally from operations and externally from debt and equity issues, is
adequate to maintain sufficient liquidity to fund their construction programs
and to cover debt retirements and other cash requirements in the foreseeable
future.
The consolidated capital structure of HEI was as follows:
(in millions) March 31, 1995 December 31, 1994
- --------------------------------------------------------------------------------------------
Short-term borrowings................................ $ 131 8% $ 137 8%
Long-term debt....................................... 742 45 718 44
Preferred stock of electric utility subsidiaries..... 92 5 93 6
Common stock equity.................................. 693 42 682 42
------ --- ------ ---
$1,658 100% $1,630 100%
====== === ====== ===
ASB's deposit liabilities, securities sold under agreements to repurchase and
advances from the Federal Home Loan Bank are not included in the table above.
For the first three months of 1995, net cash provided by operating activities
was $38 million. Net cash used in investing activities was $80 million, largely
due to ASB's loan originations and consolidated HECO's capital expenditures. Net
cash provided by financing activities was $62 million, due primarily to a net
increase in securities sold under agreements to repurchase and in long-term
debt, partly offset by common stock dividends and a net decrease in deposit
liabilities.
Total HEI consolidated financing requirements for 1995 through 1999, including
net capital expenditures, debt retirements (excluding repayments from Advances
from Federal Home Loan Bank and repurchases of securities sold under agreements
to repurchase) and sinking fund requirements, are currently estimated to total
$1.1 billion. Of this amount, approximately $0.8 billion are for net capital
expenditures (mostly relating to the electric utility companies' net capital
expenditures described below). HEI consolidated internal sources, after the
payment of HEI dividends, are expected to provide approximately 56% of the
consolidated financing requirements, with debt and equity financing providing
the remaining requirements. Over the five-year period 1995 through 1999, HEI
estimates that it will require approximately $161 million in common equity,
other than retained earnings, which is expected to be provided principally by
HEI's Dividend Reinvestment and Stock Purchase Plan and the Hawaiian Electric
Industries Retirement Savings Plan.
Following is a discussion of the liquidity and capital resources of HEI's
largest segments.
Electric utility
HECO's consolidated capital structure was as follows:
(in millions) March 31, 1995 December 31, 1994
- ------------------------------------------------------------------------------------------
Short-term borrowings from nonaffiliates
and affiliate.................................... $ 106 8% $ 118 9%
Long-term debt..................................... 515 38 489 37
Preferred stock.................................... 92 7 93 7
Common stock equity................................ 641 47 634 47
------ --- ------ ---
$1,354 100% $1,334 100%
====== === ====== ===
Operating activities provided $35 million in net cash during the first three
months of 1995. Investing activities used cash of $45 million for capital
expenditures net of contributions in aid of construction. Financing activities
used cash of $1 million primarily for the repayment of debt and payment of
common and preferred dividends, offset by issuances of long-term debt.
22
The electric utility's consolidated financing requirements for 1995 through
1999, including net capital expenditures, debt retirements and sinking fund
requirements, are estimated to total $850 million. HECO's consolidated internal
sources, after the payment of common stock and preferred stock dividends, are
currently expected to provide approximately 60% of the total $850 million
requirements, with debt and equity financing providing the remaining
requirements. HECO currently estimates that it will require approximately $60
million in common equity, other than retained earnings, over the five-year
period 1995 through 1999. The PUC must approve issuances of long-term debt and
equity for HECO, HELCO and MECO.
Capital expenditures include the costs of projects which are required to meet
expected load growth, to improve reliability and to replace and upgrade existing
equipment. Net capital expenditures for the five-year period 1995 through 1999
are currently estimated to total $750 million. Approximately 70% of gross
capital expenditures, including AFUDC and capital expenditures funded by third
party cash contributions in aid of construction, is for transmission and
distribution projects and the remaining 30% is primarily for generation
projects.
For 1995, electric utility capital expenditures net of cash contributions in aid
of construction and excluding AFUDC are estimated to be $170 million and gross
capital expenditures are estimated to be $205 million, of which approximately
65% is for transmission and distribution projects. An estimated $40 million is
planned for new generation units. Drawdowns of proceeds from the sale of tax-
exempt special purpose revenue bonds, sales of common stock to HEI, sales of
preferred stock and the generation of funds from internal sources are expected
to provide the cash needed for the net capital expenditures.
Capital expenditure estimates and the timing of construction projects are
reviewed periodically by management and may change significantly as a result of
many considerations, including changes in economic conditions, changes in
forecasts of kilowatthour sales and peak load, the availability of alternate
energy and purchased power, the availability of generating sites and
transmission and distribution line corridors, the adequacy and timeliness of
rate relief, escalation in construction costs, demand-side management programs
and requirements of environmental and other regulatory and permitting
authorities.
In January 1995, the Department of Budget and Finance of the State of Hawaii
issued tax-exempt special purpose revenue bonds in the principal amount of $47
million, with a maturity of 30 years and a fixed coupon interest rate of 6.60%,
and loaned the proceeds from the sale to HECO, HELCO and MECO. The bonds were
issued at a discount, resulting in a yield of approximately 6.75%. As of March
31, 1995, an additional $170 million of revenue bonds had been authorized by the
Hawaii Legislature for issuance prior to the end of 1997.
Savings bank
March 31, December 31, %
(in millions) 1995 1994 change
- --------------------------------------------------------------------------------------------
Assets.............................................. $3,179 $3,116 2
Loans receivable.................................... 1,654 1,824 (9)
Mortgage-backed securities.......................... 1,271 1,067 19
Deposit liabilities................................. 2,109 2,129 (1)
Securities sold under agreements to repurchase...... 201 123 63
Advances from Federal Home Loan Bank................ 618 616 --
At December 31, 1994, ASB was the fourth largest financial institution in the
state based on total assets of $3.1 billion and the third largest financial
institution based on deposits of $2.1 billion. The 19% increase in mortgage-
backed securities in the first quarter of 1995 was primarily due to the
securitization of $223 million of loans receivable. Under OTS rules, these
securitized loans (i.e., Federal National Mortgage Association mortgage-backed
securities) require less capital than loans receivable. Thus, ASB has
securitized loans to support its recent growth.
For the first three months of 1995, cash used by ASB's investing activities was
$33 million, due largely to the origination of loans and purchase of mortgage-
backed securities, partly offset by principal repayments. Cash provided by
financing activities was $53 million as a result of a net increase of
23
$74 million in securities sold under agreements to repurchase, partly offset by
a $20 million decrease in deposit liabilities and by common stock dividends of
$3 million.
Deposits traditionally have been the principal source of ASB's funds for use in
lending, meeting liquidity requirements and making investments. ASB also derives
funds from receipt of interest and principal on outstanding loans receivable and
mortgage-backed securities, borrowings from the Federal Home Loan Bank of
Seattle, securities sold under agreements to repurchase and other sources.
Recently, advances from the Federal Home Loan Bank and securities sold under
agreements to repurchase have become more significant sources of funds as the
demand for deposits has decreased. The advances and securities sold under
agreements to repurchase are higher cost sources of funds than deposits and
their use puts downward pressure on ASB's net interest income.
Minimum liquidity levels are currently governed by the regulations adopted by
the Office of Thrift Supervision (OTS). ASB was in compliance with OTS liquidity
requirements as of March 31, 1995.
OTS regulations require each savings association to have regulatory capital at
least sufficient to meet three requirements: tangible capital and core
(leverage) capital of 1.5% and 3.0%, respectively, of adjusted total assets; and
a risk-based capital standard equal to 8.0% of risk-adjusted assets. As of March
31, 1995, ASB was in full compliance with the minimum capital requirements with
a tangible capital ratio of 5.0%, a core capital ratio of 5.2% and a risk-based
capital ratio of 11.9%.
The OTS has adopted a rule adding an interest rate risk (IRR) component to the
existing risk-based capital requirement. The regulation became effective January
1, 1994; however, the requirement that thrifts incorporate IRR into their risk-
based capital calculations, based on the lowest OTS IRR Exposure Reports for the
three prior quarter-ends, was to be effective September 30, 1994. The OTS has
provided a waiver of the IRR capital deduction until it can finalize an appeals
process. Institutions with an "above normal" level of IRR exposure may be
required to hold additional capital. "Above normal" IRR is defined as any
percentage decline in market value of an institution's portfolio equity in
excess of 2% of the market value of its assets, which would result from an
immediate 200 basis point change in interest rates. The OTS regulation will
require a savings association with an "above normal" level of IRR exposure to
deduct from total capital an amount equal to one-half of the "above normal" IRR
times the market value of its assets in meeting its existing 8% risk-based
capital requirement. Based on the lowest IRR reported as of the three prior
quarter-ends, ASB would have been required to deduct $5.8 million from total
capital at March 31, 1995 if the rule had been in effect at that time. As of
March 31, 1995, ASB's risk-based capital ratio, adjusted for the IRR component,
would have been 11.5%, still meeting capital requirements and "well-capitalized"
levels.
The federal banking regulators have also proposed a similar regulation which may
result in a more stringent capital requirement for IRR than the current OTS
rule. Such a regulation could result in more stringent capital requirements for
ASB and other thrifts because the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 requires that the capital standards for thrifts be no
less stringent than those applicable to national banks. The impact of the
proposed federal banking regulation on ASB cannot be predicted at this time.
Federal Deposit Insurance Corporation regulations restrict the ability of
financial institutions that are not "well-capitalized" to offer interest rates
on deposits that are significantly higher than the rates offered by competing
institutions. To be a "well-capitalized" institution not subject to these
interest rate restrictions, an institution must have a "leverage ratio" of 5.0%,
a "Tier-1 risk-based ratio" of 6%, a "total risk-based ratio" of 10% and not be
in a "troubled condition." As of March 31, 1995, ASB was "well-capitalized" with
a leverage ratio of 5.2%, a Tier-1 risk-based ratio of 11.4% and a total risk-
based ratio of 11.9%.
ASB believes that a satisfactory regulatory capital position provides a basis
for public confidence, affords protection to depositors, helps to ensure
continued access to capital markets on favorable terms and provides a foundation
for anticipated growth.
On September 29, 1994, the Reigle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (Interstate Banking Act) was signed into law. The
Interstate Banking Act will create a uniform system of interstate banking in the
U.S. Also, subject to certain limitations, it will permit interstate branching
by U.S. banks, marking a major departure from previous law. Although the
Interstate Banking Act applies
24
only to banks, it could nonetheless affect the competitive balance among banks,
thrifts and other financial institutions and the level of competition among
financial institutions doing business in Hawaii.
PART II - OTHER INFORMATION
================================================================================
Item 1. Legal proceedings
- --------------------------
There are no significant developments except as set forth in HEI's and HECO's
"Notes to consolidated financial statements," management's discussion and
analysis of financial condition and results of operations and Item 5, "Other
information."
Item 4. Submission of matters to a vote of security holders
- ------------------------------------------------------------
HEI
The Annual Meeting of Stockholders of HEI was held on April 25, 1995. Proxies
for the meeting were solicited pursuant to Regulation 14A under the Securities
Exchange Act of 1934. As of February 15, 1995, the record date for the Annual
Meeting, there were 28,762,655 shares of common stock issued and outstanding and
entitled to vote. There was no solicitation in opposition to the management
nominees to the Board of Directors as listed in the proxy statement for the
meeting and such nominees were elected to the Board of Directors.
The results of the election of the single Class I director-nominee, the Class II
director-nominees and independent auditor are as follows:
Common stock
--------------------------------------------------------------------
Broker
For Withheld Against Abstain nonvotes
----------- ------------ ------------ ---------- ----------
Election of Class I Director:
James K. Scott 23,736,127 451,963 1,405,005
Election of Class II Directors:
Victor Hao Li 23,764,049 424,041 1,405,005
Diane J. Plotts 23,783,072 405,018 1,405,005
Kelvin H. Taketa 23,727,402 460,688 1,405,005
Jeffrey N. Watanabe 23,608,436 579,654 1,405,005
Harwood D. Williamson 23,779,673 408,417 1,405,005
Election of KPMG Peat
Marwick LLP as auditor: 23,793,343 157,658 237,089 1,405,005
Class III Directors--Edwin L. Carter, Richard Henderson, Ben F. Kaito, Bill D.
Mills and Oswald K. Stender--continue in office with terms ending at the 1996
Annual Meeting. Class I Directors--Robert F. Clarke, John D. Field, A. Maurice
Myers and Ruth M. Ono--continue in office with terms ending at the 1997 Annual
Meeting.
HECO
The Annual Meeting of the Sole Stockholder of HECO was conducted by written
consent effective April 25, 1995. The incumbent members of the Board of
Directors of HECO were re-elected. The incumbent members continuing in office
are Robert F. Clarke, Richard Henderson, Ben F. Kaito, Mildred D. Kosaki, Paul
A. Oyer, Diane J. Plotts, Harwood D. Williamson and Paul C. Yuen. In addition,
KPMG Peat Marwick LLP was elected auditor of HECO for the fiscal year 1995.
25
Item 5. Other information
- --------------------------
A. HECO's President and chief executive officer's retirement
In May 1995, HECO announced the retirement of Harwood D. (Dan) Williamson, 63
years old, president and chief executive officer, effective September 1, 1995.
Mr. Williamson will be succeeded by T. Michael May, 48 years old, currently
Senior Vice President of HECO.
B. Puna Geothermal Venture (PGV)
HELCO has a power purchase agreement with PGV for 25 MW of firm capacity. PGV,
an independent geothermal power producer which experienced substantial delays in
commencing commercial operations, passed an acceptance test in June 1993.
Although a problem with one of its wells reduced production during 1994, PGV is
now considered to be a firm capacity source for 25 MW. HELCO filed suit against
PGV in 1993 for penalties and other relief related to PGV's failure to provide
power to HELCO by October 3, 1991. On March 7, 1995, HELCO and PGV executed a
Settlement Agreement, which became effective on May 6, 1995. As to the part of
the settlement agreement dealing with penalties, PGV agreed to pay $5.5 million
to HELCO, including $3.2 million previously withheld by HELCO, and $2.3 million
in the form of supplemental energy deliveries to HELCO over approximately a
three-year period. HELCO has not yet recognized any income for the $5.5 million
settlement amount. The portion of the settlement that HELCO will pass on to
customers is subject to review by the PUC. HELCO informed the PUC on April 11,
1995 that it intended to pass on $0.8 million ($3.2 million less HELCO's out-of-
pocket costs) of the settlement to ratepayers by means of a temporary reduction
in rates from June 1, 1995 to August 31, 1995, and to reduce energy cost
adjustment charges to ratepayers in the amount of $2.3 million over approximatly
three years.
C. Integrated Resource Planning
As a result of a proceeding initiated in January 1990, the PUC issued an order
in March 1992 (as revised in May 1992) requiring that the energy utilities in
Hawaii develop integrated resource plans (IRPs). The goal of integrated resource
planning is the identification of the demand-side and supply-side resources and
the integration of these resources for meeting near- and long-term consumer
energy needs in an efficient and reliable manner at the lowest reasonable cost.
In the first phase of the IRP proceeding, the PUC adopted a "framework", which
establishes both the process for developing IRPs and guidelines for the
development of such plans. The PUC's framework directs that each plan cover a
20-year planning horizon with a five-year program implementation schedule and
states that the planning cycle will be repeated every three years. Under the
framework, the PUC may approve, reject or require modifications of the
utilities' IRPs.
The framework also states that utilities are entitled to recover all appropriate
and reasonable integrated resource planning and implementation costs, including
the costs of planning and implementing demand-side management (DSM) programs.
Under appropriate circumstances, the utilities may recover net lost revenues
resulting from DSM programs and earn shareholder incentives.
In July 1993, HECO filed with the PUC its 20-year (1994-2013) IRP for the island
of Oahu, together with a five-year (1994-1998) implementation schedule. HELCO
filed its plan in October 1993. MECO filed its plan in December 1993. The
utilities have modified their IRPs during the IRP proceedings. The utilities
have characterized their proposed IRPs as planning strategies, rather than fixed
courses of action, and the resources ultimately added to their systems may
differ from those included in the 20-year plan. Under the IRP framework, the
utilities are required to submit annual evaluations of their plans (including a
revised five-year program implementation schedule) and to submit new plans on a
three-year cycle.
In March 1995 the PUC approved HECO's IRP, as modified. Individual demand-side
management programs must still be approved by the PUC. HECO has proposed five
full-scale energy efficiency programs. These programs include air conditioning,
lighting, refrigeration and industrial motor uses for existing
commercial/industrial customers; a similar program for new commercial/industrial
customers in the new construction market; a program to do custom-tailored energy
efficiency programs for commercial/industrial customers; and residential water
heating programs for existing customers and the new construction market.
Management cannot predict with certainty, until completion and approval of
26
the proposed full-scale energy efficiency programs what effect, if any, these
programs will have on HECO.
The IRPs for MECO and HELCO will require PUC approval prior to implementation.
Management cannot predict the outcome of the proceedings or the impact of any
IRP ultimately approved on MECO and HELCO.
D. PUC review of the relationship between HEI and its subsidiaries
To address community concerns, HECO proposed by letter dated January 25, 1993,
that the PUC initiate a review of the relationship between HEI and HECO and the
effects of that relationship on the operations of HECO. By an order dated
January 26, 1993, the PUC initiated such a review to determine whether the HEI-
HECO relationship, HEI's diversified activities, and HEI's policies, operations
and practices have resulted in or are having any negative effects on HECO, its
electric utility subsidiaries and ratepayers. In May 1994, a consultant, Dennis
Thomas and Associates, was selected by the PUC to perform the review. In early
1995, Dennis Thomas and Associates issued its report to the PUC. The report
concluded that "on balance, diversification has not hurt electric ratepayers."
Other major findings of the study were that no utility assets have been used to
fund HEI's nonutility investments or operations, HEI has not denied needed
capital to the electric utilities and management processes within the electric
utilities operate without interference from HEI. The report also made several
recommendations, including initiating more ongoing communication between HEI and
the PUC on diversification issues and any changes in HEI's diversification
policy, providing the PUC with annual reports on compliance with the original
conditions mandated by the PUC when HEI was formed, having a HECO Board of
Directors with a majority of members who are not also directors of HEI and
adoption of a policy statement by HECO's Board of Directors documenting its
commitment to public service obligations. In April 1995, HEI and HECO submitted
their response to the PUC.
E. Ratio of earnings to fixed charges
The following tables set forth the ratio of earnings to fixed charges for HEI
and its subsidiaries for the periods indicated:
Ratio of earnings to fixed charges excluding interest on ASB deposits
Years Ended December 31,
--------------------------------------------
Three months
ended
March 31, 1995 1994 1993 1992 1991 1990
-------------- ---- ---- ---- ---- ----
1.93 2.22 2.25 2.08 1.99 1.76
==== ==== ==== ==== ==== ====
Ratio of earnings to fixed charges including interest on ASB deposits
Years Ended December 31,
--------------------------------------------
Three months
ended
March 31, 1995 1994 1993 1992 1991 1990
-------------- ---- ---- ---- ---- ----
1.56 1.69 1.65 1.50 1.46 1.39
==== ==== ==== ==== ==== ====
For purposes of calculating the ratio of earnings to fixed charges, "earnings"
represent the sum of (i) pretax income from continuing operations (excluding
undistributed net income or net loss from less than fifty-percent-owned persons)
and (ii) fixed charges (as hereinafter defined, but excluding capitalized
interest). "Fixed charges" are calculated both excluding and including interest
on ASB's deposits during the applicable periods and represent the sum of (i)
interest, whether capitalized or expensed, incurred by HEI and its subsidiaries
plus their proportionate share of interest on debt to outsiders incurred by
fifty-percent-owned persons, but excluding interest on nonrecourse debt from
leveraged leases which is not included in interest expense in HEI's consolidated
statements of income,
27
(ii) amortization of debt expense and discount or premium related to any
indebtedness, whether capitalized or expensed, (iii) the interest factor in
rental expense and (iv) the preferred stock dividend requirements of HEI's
subsidiaries, increased to an amount representing the pretax earnings required
to cover such dividend requirements.
The following table sets forth the ratio of earnings to fixed charges for HECO
and its subsidiaries for the periods indicated:
Ratio of earnings to fixed charges
Years Ended December 31,
--------------------------------------------
Three months
ended
March 31, 1995 1994 1993 1992 1991 1990
-------------- ---- ---- ---- ---- ----
3.27 3.47 3.25 3.03 2.82 2.99
==== ==== ==== ==== ==== ====
For purposes of calculating the ratio of earnings to fixed charges, "earnings"
represent the sum of (i) pretax income before preferred stock dividends of HECO
and (ii) fixed charges (as hereinafter defined, but excluding the allowance for
borrowed funds used during construction). "Fixed charges" represent the sum of
(i) interest, whether capitalized or expensed, incurred by HECO and its
subsidiaries, (ii) amortization of debt expense and discount or premium related
to any indebtedness, whether capitalized or expensed, (iii) the interest factor
in rental expense and (iv) the preferred stock dividend requirements of HELCO
and MECO, increased to an amount representing the pretax earnings required to
cover such dividend requirements.
28
Item 6. Exhibits and reports on Form 8-K
- -----------------------------------------
(a) Exhibits
HECO Hawaiian Electric Company, Inc. and subsidiaries Amended and
Exhibit 10 restated power purchase agreement between Hilo Coast Processing
Company and Hawaii Electric Light Company, Inc. dated March 24,
1995
HEI Hawaiian Electric Industries, Inc. and subsidiaries
Exhibit 11(a) Computation of earnings per share of common stock, three months
ended March 31, 1995 and 1994
HECO Hawaiian Electric Company, Inc. and subsidiaries Computation of
Exhibit 11(b) earnings per share of common stock
HEI Hawaiian Electric Industries, Inc. and subsidiaries Computation
Exhibit 12(a) of ratio of earnings to fixed charges, three months ended March
31, 1995 and 1994
HECO Hawaiian Electric Company, Inc. and subsidiaries Computation
Exhibit 12(b) of ratio of earnings to fixed charges, three months ended March
31, 1995 and 1994
HEI Hawaiian Electric Industries, Inc. and subsidiaries Financial
Exhibit 27(a) Data Schedule March 31, 1995 and three months ended March 31,
1995
HECO Hawaiian Electric Company, Inc. and subsidiaries Financial Data
Exhibit 27(b) Schedule March 31, 1995 and three months ended March 31, 1995
(b) Reports on Form 8-K
During the quarter, HEI and HECO filed a Current Report, Form 8-K, with the SEC
under "Item 5. Other Events" and "Item 7. Financial Statements and Exhibits" as
follows:
Dated Registrant/s Items reported
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December 29, 1994 HEI, HECO News releases: HEI utility subsidiary receives rate relief
and HEI utility subsidiary receives 1995 interim rate order;
Rating agency actions
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned, thereunto duly authorized. The signature of the undersigned
companies shall be deemed to relate only to matters having reference to such
companies and any subsidiaries thereof.
HAWAIIAN ELECTRIC INDUSTRIES, INC. HAWAIIAN ELECTRIC COMPANY, INC.
(Registrant) (Registrant)
By /s/ Robert F. Mougeot By /s/ Paul Oyer
------------------------------ --------------------------------
Robert F. Mougeot Paul A. Oyer
Financial Vice President and Financial Vice President and
Chief Financial Officer Treasurer
(Principal Financial Officer (Principal Financial Officer
of HEI) of HECO)
Date: May 8, 1995 Date: May 8, 1995
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