-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lOwb9RCyKOryo/TK+Jc6IL4bOecnpU3KWRZPWa4xEz0perkVlVjtlhIqtJSp+DL6 izh2NaEJ6izKL6swm3uoyA== 0000018672-94-000011.txt : 19940819 0000018672-94-000011.hdr.sgml : 19940819 ACCESSION NUMBER: 0000018672-94-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL LOUISIANA ELECTRIC CO INC CENTRAL INDEX KEY: 0000018672 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 720244480 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05663 FILM NUMBER: 94544180 BUSINESS ADDRESS: STREET 1: 2030 DONAHUE FERRY RD CITY: PINEVILLE STATE: LA ZIP: 71360 BUSINESS PHONE: 3184847400 MAIL ADDRESS: STREET 1: P O BOX 5000 CITY: PINEVILLE STATE: LA ZIP: 71361-5000 10-Q 1 CENTRAL LOUISIANA ELECTRIC CO SECOND QUARTER 1994 10-Q 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 June 30, 1994 Commission file number 1-5663 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Central Louisiana Electric Company, Inc. (Exact name of registrant as specified in its charter) Louisiana 72-0244480 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (318) 484-7400 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 As of August 1, 1994 there were 22,400,341 shares outstanding of the Registrant's Common Stock, par value $2.00 per share. TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements . . . . . . . . . . . . . . 1 Report of Independent Accountants . . . . . . . 2 Consolidated Balance Sheet. . . . . . . . . . . 3 Consolidated Statements of Income . . . . . . . 5 Consolidated Statement of Cash Flows. . . . . . 7 Notes to Consolidated Financial Statements. . . 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition . . . . . . . . . . . . . . 9 Results of Operations . . . . . . . . . . . . . 10 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . 12 Item 5. Other Information. . . . . . . . . . . . . . . . 12 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 12 SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . 13 PART I FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS The consolidated financial statements for Central Louisiana Electric Company, Inc. (the Company) included herein are unaudited but reflect, in the Company's opinion, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of its financial position and the results of its operations for the interim periods presented. The financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1993. The consolidated financial statements included herein have been subjected to a limited review by Coopers & Lybrand, independent accountants for the Company, whose report is included herein. 1 certified public accountants Coopers & Lybrand Report of Independent Accountants Board of Directors Central Louisiana Electric Company, Inc. We have made a review of the balance sheet of Central Louisiana Electric Company, Inc. as of June 30, 1994, and the related statements of income for the three-month and six-month periods and cash flows cash flows for the six-month periods ended June 30, 1994 and 1993, in accordance with standards established by the American Institute of Certified Public Accountants. These financial statements are the responsibility of the Company's management. A review of interim financial information consists principally of obtaining an understanding of the system for the preparation of interim financial information, applying analytical review procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1993 and the related consolidated statements of income, cash flows and changes in common shareholders' equity for the year then ended (not present herein); and in our report dated January 21, 1994, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 1993, is fairly stated in all material respects in relation to the balance sheet from which it has been derived. Coopers & Lybrand New Orleans, Louisiana August 12, 1994 2 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. CONSOLIDATED BALANCE SHEET (Unaudited)
(In thousands) June 30, 1994 December 31, 1993 ---------------- ----------------- ASSETS Utility plant Property, plant and equipment $1,258,713 $1,241,147 Accumulated depreciation (396,033) (379,753) ----------- ----------- 862,680 861,394 Construction work-in-progress 33,895 33,642 ----------- ----------- Total utility plant, net 896,575 895,036 ----------- ----------- Investments and other assets 19,419 20,197 ----------- ----------- Current assets Cash and cash equivalents 7,918 5,802 Accounts receivable, net 15,398 10,701 Unbilled revenues 3,696 1,506 Inventory, at average cost 10,190 11,898 Materials and supplies, at average cost 15,290 14,007 Prepayments and other 2,893 2,218 ----------- ----------- Total current assets 55,385 46,132 ----------- ----------- Prepayments and deferred charges 202,426 200,270 ----------- ----------- TOTAL ASSETS $1,173,805 $1,161,635 ----------- ----------- (Continued on next page)
3 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. CONSOLIDATED BALANCE SHEET (Continued) (Unaudited)
(In thousands, except share amounts) June 30, 1994 December 31, 1993 ---------------- ----------------- CAPITALIZATION AND LIABILITIES Common shareholders' equity Common stock, $2 par value, authorized 50,000,000 shares, issued 22,716,474 and 22,708,874 shares at June 30, 1994 and December 31, 1993, respectively $ 45,433 $ 45,418 Premium on capital stock 112,975 112,829 Retained earnings 204,664 200,908 Treasury stock at cost, 316,133 and 326,380 shares at June 30, 1994 and December 31, 1993, respectively (6,394) (6,600) ----------- ----------- 356,678 352,555 ----------- ----------- Preferred stock, cumulative, $100 par value Not subject to mandatory redemption 30,748 30,982 Deferred compensation related to preferred stock held by ESOP (25,101) (26,118) ----------- ----------- 5,674 4,864 Subject to mandatory redemption 7,230 7,242 ----------- ----------- 12,877 12,106 ----------- ----------- Long-term debt, net 350,430 351,087 ----------- ----------- Total capitalization 719,985 715,748 ----------- ----------- Current liabilities Short-term debt 35,534 28,373 Long-term debt due within one year 871 790 Accounts payable 28,730 40,653 Customer deposits 19,219 18,638 Taxes accrued 12,830 5,069 Interest accrued 8,907 8,329 Accumulated deferred fuel 5,120 5,315 Other 2,103 2,355 ----------- ----------- Total current liabilities 113,314 109,522 ----------- ----------- Deferred credits Accumulated deferred federal and state income taxes 226,313 224,151 Accumulated deferred investment tax credits 35,896 36,806 Other deferred credits 78,297 75,408 ----------- ----------- Total deferred credits 340,506 336,365 ----------- ----------- TOTAL CAPITALIZATION AND LIABILITIES $1,173,805 $1,161,635 ----------- ----------- The accompanying notes are an integral part of the consolidated financial statements.
4 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. CONSOLIDATED STATEMENT OF INCOME For the three months ended June 30 (Unaudited)
(In thousands, except share and per share amounts) 1994 1993 ---------- ---------- OPERATING REVENUES $ 100,940 $ 92,070 ---------- ---------- OPERATING EXPENSES Fuel used for electric generation 31,295 26,362 Power purchased 7,356 7,575 Other operation 13,841 13,039 Maintenance 5,974 6,033 Depreciation 9,824 9,469 Other taxes 7,110 6,834 Federal and state income taxes 6,264 5,235 ---------- ---------- 81,664 74,547 ---------- ---------- OPERATING INCOME 19,276 17,523 Allowance for other funds used during construction 301 806 Other income and expenses, net (264) (10) ---------- ---------- INCOME BEFORE INTEREST CHARGES 19,313 18,319 Interest charges, including amortization of debt expense, premium and discount 6,680 6,552 Allowance for borrowed funds used during construction (138) (277) ---------- ---------- NET INCOME 12,771 12,044 Preferred dividend requirements, net 503 499 ---------- ---------- NET INCOME APPLICABLE TO COMMON STOCK $ 12,268 $ 11,545 ---------- ---------- WEIGHTED AVERAGE COMMON SHARES Primary 22,420,647 22,385,370 Fully diluted 23,847,149 23,823,969 EARNINGS PER SHARE Primary $0.55 $0.52 Fully diluted $0.53 $0.50 CASH DIVIDENDS PAID PER SHARE $0.365 $0.355 The accompanying notes are an integral part of the consolidated financial statements.
5 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. CONSOLIDATED STATEMENT OF INCOME For the six months ended June 30 (Unaudited)
(In thousands, except share and per share amounts) 1994 1993 ---------- ---------- OPERATING REVENUES $ 185,087 $ 167,518 ---------- ---------- OPERATING EXPENSES Fuel used for electric generation 59,234 46,810 Power purchased 10,638 13,490 Other operation 26,668 24,800 Maintenance 10,945 11,862 Depreciation 19,619 18,669 Other taxes 14,214 13,572 Federal and state income taxes 9,714 8,031 ---------- ---------- 151,032 137,234 ---------- ---------- OPERATING INCOME 34,055 30,284 Allowance for other funds used during construction 566 1,739 Other income and expenses, net (145) 73 ---------- ---------- INCOME BEFORE INTEREST CHARGES 34,476 32,096 Interest charges, including amortization of debt expense, premium and discount 13,402 13,003 Allowance for borrowed funds used during construction (276) (471) ---------- ---------- NET INCOME 21,350 19,564 Preferred dividend requirements, net 1,001 996 ---------- ---------- NET INCOME APPLICABLE TO COMMON STOCK $ 20,349 $ 18,568 ---------- ---------- WEIGHTED AVERAGE COMMON SHARES Primary 22,417,934 22,376,828 Fully diluted 23,846,336 23,816,733 EARNINGS PER SHARE Primary $0.91 $0.83 Fully diluted $0.88 $0.81 CASH DIVIDENDS PAID PER SHARE $0.72 $0.70 The accompanying notes are an integral part of the consolidated financial statements.
6 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. CONSOLIDATED STATEMENT OF CASH FLOWS For the six months ended June 30 (Unaudited)
(In thousands) 1994 1993 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $21,350 $19,564 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 19,883 18,903 Allowance for funds used during construction (842) (2,210) Amortization of investment tax credits (910) (913) Deferred income taxes 1,538 2,376 Deferred fuel costs (195) (494) Loss on disposition of utility plant, net 4 - Changes in assets and liabilities Accounts receivable (4,697) (3,138) Unbilled revenues (2,190) (3,674) Inventory, materials and supplies 425 (3,079) Accounts payable (11,923) (12,299) Customer deposits 581 643 Other deferred accounts (588) (4,205) Taxes accrued 7,761 8,892 Interest accrued 578 475 Other, net 329 3,917 -------- -------- Net cash provided by operating activities 31,104 24,758 --------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to utility plant (20,528) (26,788) Allowance for funds used during construction 842 2,210 Sale of utility plant 107 181 Purchase of investments (81,316) (84,630) Sale of investments 82,348 84,383 ------- -------- Net cash used in investing activities (18,547) (24,644) ------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 160 758 Issuance of long-term debt - 25,000 Repurchase of common stock (29) - Retirement of long-term debt (595) (25,027) Increase in short-term debt 7,161 16,425 Redemption of preferred stock (12) (40) Dividends paid on common and preferred stock, net (17,126) (17,232) -------- -------- Net cash used in financing activities (10,441) (116) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,116 (2) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,802 1,798 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,918 $ 1,796 -------- -------- Supplementary cash flow information Interest paid (net of amount capitalized) $12,444 $11,889 -------- -------- Income taxes paid $10,172 $ 4,020 -------- -------- The accompanying notes are an integral part of the consolidated financial statements.
7 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A. Earnings Per Share In 1994, fully diluted earnings per share are being reported for the first time, as a result of the accounting effects of the Employee Stock Ownership Plan (ESOP) convertible preferred stock. Primary earnings per share are computed based on the weighted average number of common shares outstanding and common stock equivalents arising from an Incentive Stock Option Plan. Fully diluted earnings per share are computed using average common shares and equivalents. Common stock equivalents are increased by the assumed conversion of convertible preferred stock into common stock as if converted at the beginning of the period. Note B. Investments in Debt and Equity Securities The Company implemented Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115), on January 1, 1994. The Company has classified the various debt and equity securities it owns as "available-for-sale" in accordance with the criteria set forth in SFAS 115. These funds are invested through an outside investment manager pending final determination by the Company as to their ultimate utilization. Currently, the Company does not intend to trade these securities actively or to hold these investments to their final maturity. Securities may be sold in order to adjust the amounts invested within the various types of securities, to limit the potential loss exposure associated with a specific security or to obtain funds needed for other investment opportunities. The Company has recorded a $0.5 million after-tax valuation allowance as an adjustment to common shareholders' equity to reflect unrealized gains and losses of the portfolio as of June 30, 1994. Note C. Cash and Cash Equivalents The Company considers highly liquid, marketable securities and other similar investments with original maturity dates of less than three months to be cash equivalents. Cash and cash equivalents increased from $1.8 million at June 30, 1993 to $7.9 million at June 30, 1994, or $6.1 million. About $6.0 million of this increase was due to the investment of a portion of the Company's temporary cash investments in securities with original maturities of 90 days or less. Similar temporary cash investments in 1993 were in securities with original maturities greater than 90 days. 8 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION Earnings Per Share In 1994, fully diluted earnings per share are being reported for the first time as a result of the accounting effects of the ESOP convertible preferred stock. For more information see "Note B. Earnings Per Share" in Item 1 above. Investments On January 1, 1994 the Company implemented SFAS 115. The Company has classified the various debt and equity securities it owns as "available-for-sale" in accordance with the criteria set forth in SFAS 115. These funds are invested through an outside investment manager pending final determination by the Company as to their ultimate utilization. Currently, the Company does not intend to trade these securities actively or to hold these investments to their final maturity. Securities may be sold in order to adjust the amounts invested within the various types of securities, to limit the potential loss exposure associated with a specific security or to obtain funds needed for other investment opportunities. As of June 30, 1994 the fair market value of the Company's investments in debt and equity securities was $13.1 million, compared to $14.5 million as of December 31, 1993. The Company has recorded a $0.5 million after-tax valuation allowance as an adjustment to common shareholders' equity to reflect unrealized gains and losses of the portfolio as of June 30, 1994. See "Note B. Investments in Debt and Equity Securities" and "Note C. Cash and Cash Equivalents" in Item 1 above for more information. Regulatory Matters The Company is defending assertions made to the Federal Energy Regulatory Commission (FERC) by the Louisiana Energy and Power Authority, the city of Lafayette and the American Power Association of unduly discriminatory and predatory pricing of its proposed full requirements sale to the city of St. Martinville. The St. Martinville agreement is expected to provide base revenues, net of facility payments, of approximately $4 million over the five- year term of the agreement beginning in May 1995. In April 1994 the Company's motion for summary disposition was denied and the case was heard by an administrative law judge in June 1994. Briefs were due in July 1994 and reply briefs are due in August 1994. A decision is expected by late November of this year. 9 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) RESULTS OF OPERATIONS Net income applicable to common stock totaled $12.3 million and $20.3 million, respectively, for the three- and six-month periods ended June 30, 1994, as compared to $11.5 million and $18.6 million, respectively, for the corresponding periods in 1993. Net income per average common share was $0.55 and $0.91, respectively, for the three- and six-month periods ended June 30, 1994, as compared to $0.52 and $0.83, respectively, for the same periods in 1993. The following principal factors contributed to these results: Operating revenues increased $8.9 million, or 9.6%, and $17.6 million, or 10.5%, for the three- and six-month periods ended June 30, 1994, respectively. Total kilowatt-hour sales increased 18.7% for the three-month period, and 13.9% for the six-month period, as compared to the same periods in 1993. Changes in the makeup of total operating revenues and their effects on income from operations, and thus on net income, are best analyzed by examining the changes in fuel cost recovery revenues and non-fuel cost recovery revenues as follows: a) Fuel cost recovery revenues increased $4.6 million, or 13.7%, and $9.4 million, or 15.9%, respectively, for the three-month and six- month periods, primarily due to increased system electrical requirements associated with more favorable weather, which was warmer than that experienced during the same period in the prior year. Changes in fuel cost recovery revenues have no effect on net income, as fuel costs are generally recovered in revenues through a fuel adjustment clause which enables the Company to pass on to customers substantially all changes in the cost of generating fuel. The adjustments regulated by the Louisiana Public Service Commission (LPSC) (about 99% of the total fuel cost adjustment) are audited by the LPSC staff monthly and the remaining portion, regulated by the FERC, is audited periodically for several years at a time. Until approval is received, the adjustments are subject to refund. b) Non-fuel cost recovery revenues increased $4.3 million, or 7.3%, and $8.2 million, or 7.5%, for the three- and six-month periods of 1994, compared to the same periods in 1993, primarily due to more favorable weather, which was warmer than that experienced during the same period in the prior year. Other operation expenses increased $0.8 million, or 6.2%, for the three- month period, and $1.9 million, or 7.5%, for the six-month period, primarily due to higher limestone usage in 1994 to reduce sulfur dioxide emissions, an increase in state air quality annual fees for emissions and general and administrative expenses resulting from joint owner billing adjustments recorded in the second quarter of 1994 to true-up 1993 restaffing expense estimates. 10 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Maintenance expenses were about the same for the three-month period ended June 30, 1994 compared to the corresponding period in 1993, and decreased $0.9 million, or 7.7%, for the six-month period, due mainly to planned reductions in routine distribution line maintenance and right-of-way reclearing expenses. Provision for depreciation expenses increased $0.4 million, or 3.7%, for the quarter ended June 30, 1994 compared to the same period in 1993, and $1.0 million, or 5.1%, for the six-month period, due to higher plant balances resulting from increased additions during the third and fourth quarters of 1993 which included the placement into service of a 230,000-volt transmission line and the installation of a new customer information system. Taxes other than income taxes increased $0.3 million, or 4.0%, for the three-month period, and $0.6 million, or 4.7%, for the six-month period, as a result of higher millage rates and increased ad valorem taxes resulting from higher assessed property values due primarily to property additions. Interest expense increased $0.1 million, or 1.9%, for the three-month period, and $0.4 million, or 3.1%, for the six-month period, primarily due to higher short-term interest rates and the issuance of long-term debt during the second and third quarters of 1993 to reduce short-term debt levels. Allowance for funds used during construction (AFUDC), including borrowed and other funds on a combined basis, decreased $0.6 million, or 59.5%, for the three-month period, and $1.4 million, or 61.9%, for the six-month period, as a result of lower construction work-in-progress balances during the three- and six-month periods in 1994 compared to the corresponding periods in 1993. Construction work-in-progress balances were higher in 1993 compared to 1994 due to the following events, all of which occurred in 1993: completion of Hurricane Andrew reconstruction efforts, completion of a 61-mile, 230,000- volt transmission line, and the installation of a new customer information system. Provision for taxes on income increased $1.0 million, or 19.7%, for the three-month period, and $1.7 million, or 21.0%, for the six-month period, primarily due to an increase in income before taxes and an increase in the top marginal tax rate. For the quarter ended June 30, 1994, income before taxes increased $1.8 million, or 10.2%, compared to the same period in 1993, and $3.5 million, or 12.6%, for the year-to-date ended June 30, 1994 compared to the six-months ended June 30, 1993. The top marginal income tax rate increased from 34% at June 30, 1993, top 35% at June 30, 1994. 11 PART II OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The information regarding matters voted upon by security holders during the second quarter was previously reported in the Company's Report on Form 10-Q for the quarter ended March 31, 1994. Item 5. Other Information In February 1994 the Company announced its interest in purchasing Teche Electric Cooperative, Inc. (Teche). Teche serves about 8,800 customers and its service area, which is in Iberia, St. Martin and St. Mary parishes (counties), is adjacent to and similar to the Company's. Teche officials rejected the offer as incomplete, improperly made and hostile. Four new board members, who may be more supportive of negotiations with the Company, were elected to the Teche board of directors at its annual membership meeting in April 1994. In May 1994 the Company provided Teche with an updated proposal to address the alleged defects previously cited by Teche in a recitation of its policy statement on acquisitions. Teche subsequently responded to the Company's updated proposal to acquire Teche with additional concerns which the Company believes are merely delaying tactics. As a result, the Company is supporting a petition to recall the remaining seven directors who were not replaced in April 1994. At this time, the Company is unable to predict whether it will ultimately be successful in purchasing Teche. If it is, approval will be required by the LPSC, the Rural Electrification Administration and other governmental agencies and will be subject to a due diligence review and certain other conditions that may, or may not, adversely affect the consummation of this acquisition. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 11 Computation of Net Income Per Common Share for the three- and six-months ended June 30, 1994 and June 30, 1993 12 Computation of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends for the twelve months ended June 30, 1994 15 Awareness letter, dated August 12, 1994, from Coopers & Lybrand L.L.P. regarding review of the unaudited interim financial statements (b) Reports on Form 8-K During the three-month period ended June 30, 1994, the Company filed no Current Reports on Form 8-K. 12 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the under- signed thereunto duly authorized. CENTRAL LOUISIANA ELECTRIC COMPANY, INC. (Registrant) BY: DAVID M. EPPLER DAVID M. EPPLER Vice President - Finance (Principal Financial Officer) Date: August 12, 1994 13 EX-11 2 CENTRAL LOUISIANA ELECTRIC CO SECOND QUARTER 1994 EXHIBIT 11 EXHIBIT 11 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. COMPUTATION OF NET INCOME PER COMMON SHARE For the three months ended June 30 (Unaudited)
(In thousands, except share and per share amounts) 1994 1993 ---------- ---------- PRIMARY - - ------- Net income applicable to common stock $ 12,268 $ 11,545 ---------- ---------- Weighted average number of shares of common stock outstanding during the period 22,399,091 22,344,934 Common stock under stock option grants 21,556 40,436 ---------- ---------- Average shares 22,420,647 22,385,370 ---------- ---------- Primary net income per common share $ .55 $ .52 ---------- ---------- FULLY DILUTED - - ------------- Net income applicable to common stock $ 12,268 $ 11,545 Adjustments to net income related to Employee Stock Ownership Plan (ESOP) under the "if-converted" method: Add loss of deduction from net income for actual dividends paid on convertible preferred stock, net of tax 372 380 Deduct additional cash contribution required which is equal to dividends on preferred stock less dividends paid at the common dividend rate, net of tax (51) (61) Add tax benefit associated with dividends paid on (1) allocated common shares in 1994 and (2) allocated and unallocated shares in 1993, assuming ESOP was a common stock plan 30 18 ---------- ---------- Adjusted income applicable to common stock $ 12,619 $ 11,882 ---------- ---------- Weighted average number of shares of common stock outstanding during the period 22,399,091 22,344,934 Number of equivalent common shares attributable to ESOP 1,426,502 1,437,749 Common stock under stock option grants 21,556 41,286 ---------- ---------- Average shares 23,847,149 23,823,969 ---------- ---------- Fully diluted net income per common share $ .53 $ .50 ---------- ----------
CENTRAL LOUISIANA ELECTRIC COMPANY, INC. COMPUTATION OF NET INCOME PER COMMON SHARE For the six months ended June 30 (Unaudited)
(In thousands, except share and per share amounts) 1994 1993 ---------- ---------- PRIMARY - - ------- Net income applicable to common stock $ 20,349 $ 18,568 ---------- ---------- Weighted average number of shares of common stock outstanding during the period 22,395,991 22,332,941 Common stock under stock option grants 21,943 43,887 ---------- ---------- Average shares 22,417,934 22,376,828 ---------- ---------- Primary net income per common share $ .91 $ .83 ---------- ---------- FULLY DILUTED - - ------------- Net income applicable to common stock $ 20,349 $ 18,568 Adjustments to net income related to Employee Stock Ownership Plan (ESOP) under the "if-converted" method: Add loss of deduction from net income for actual dividends paid on convertible preferred stock, net of tax 744 760 Deduct additional cash contribution required which is equal to dividends on preferred stock less dividends paid at the common dividend rate, net of tax (111) (131) Add tax benefit associated with dividends paid on (1) allocated common shares in 1994 and (2) allocated and unallocated shares in 1993, assuming ESOP was a common stock plan 56 36 ---------- ---------- Adjusted income applicable to common stock $ 21,038 $ 19,233 ---------- ---------- Weighted average number of shares of common stock outstanding during the period 22,395,991 22,332,941 Number of equivalent common shares attributable to ESOP 1,428,109 1,438,032 Common stock under stock option grants 22,236 45,760 ---------- ---------- Average shares 23,846,336 23,816,733 ---------- ---------- Fully diluted net income per common share $ .88 $ .81 ---------- ----------
EX-12 3 CENTRAL LOUISIANA ELECTRIC CO SECOND QUARTER 1994 EXHIBIT 12 EXHIBIT 12 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. COMPUTATION OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS For the twelve months ended June 30, 1994 (Unaudited)
(In thousands, except ratios) ------------- Earnings $ 43,598 Income taxes 21,248 --------- Earnings from continuing operations before income taxes 64,846 --------- Fixed charges Interest, long-term debt 23,013 Interest, other (including interest on short-term debt) 2,357 Amortization of debt expense, premium, net 1,270 Portion of rentals representative of an interest factor 472 --------- Total fixed charges 27,112 --------- Earnings from continuing operations before income taxes and fixed charges $ 91,958 --------- Ratio of earnings to fixed charges 3.39x --------- Fixed charges from above $ 27,112 Preferred stock dividends* 3,001 --------- Total fixed charges and preferred stock dividends $ 30,113 --------- Ratio of earnings to combined fixed charges and preferred stock dividends 3.05x * Preferred stock dividends multiplied by the ratio of pretax income to net income.
EX-15 4 CENTRAL LOUISIANA ELECTRIC CO SECOND QUARTER 1994 EXHIBIT 15 Coopers Coopers & Lybrand L.L.P. & Lybrand a professional services firm August 12, 1994 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington D.C. 20549 RE: Central Louisiana Electric Company, Inc. Registrations on form S-8 (Nos. 2-79671, 33-10169, 33-38362 and 33-44663) and Form S-3 (Nos. 33-24895, 33-61068 and 33-62950) We are aware that our report dated July 28, 1994 on our review of the interim financial information of Central Louisiana Electric Company, Inc. as of June 30, 1994 and for the three-month and six-month periods ended June 30, 1994 and 1993 included in this Form 10-Q is incorporated by reference in the above mentioned registration statements. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statements prepared or certified by us within the meaning of Sections 7 and 11 of the Act. COOPERS & LYBRAND L.L.P. Coopers & Lybrand L.L.P., a registered limited liability partnership, is a member firm of Coopers & Lybrand (International). -----END PRIVACY-ENHANCED MESSAGE-----