-----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, ILD61feUfi0qptizBLiSCHf65nqZWWD+Ag0vjLTFMPKOUczE7iomA8xFc5YsvVJE 4TMRB5UUhLxj/63soOAs/w== 0000018672-95-000004.txt : 19950516 0000018672-95-000004.hdr.sgml : 19950516 ACCESSION NUMBER: 0000018672-95-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL LOUISIANA ELECTRIC CO INC CENTRAL INDEX KEY: 0000018672 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [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: 95539762 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. FIRST QUARTER 1995 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 March 31, 1995 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 May 1, 1995 there were 22,419,108 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 Statements of Income. . . . . . . . . 3 Consolidated Balance Sheets. . . . . . . . . . . . 4 Consolidated Statements of Cash Flows. . . . . . . 6 Note to Consolidated Financial Statements. . . . . 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations. . . . . . . . . . . . . . . 8 Financial Condition. . . . . . . . . . . . . . . . 8 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . 10 Item 5. Other Information. . . . . . . . . . . . . . . . . 10 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 12 SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Exhibit 11. . . . . . . . . . . . . . . . . . . . . . . . . . 14 Exhibit 12. . . . . . . . . . . . . . . . . . . . . . . . . . 15 Exhibit 15. . . . . . . . . . . . . . . . . . . . . . . . . . 16 Exhibit 27. . . . . . . . . . . . . . . . . . . . . . . . . . 17 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. Because of the seasonal nature of the Company's business, the results of operations for the three months ended March 31, 1995 are not necessarily indicative of the results that may be expected for the full fiscal year. The financial statements included herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. The consolidated financial statements included herein have been subjected to a limited review by Coopers & Lybrand L.L.P., independent accountants for the Company, whose report is included herein. 1 Coopers Coopers & Lybrand L.L.P. & Lybrand a professional services firm REPORT OF INDEPENDENT ACCOUNTANTS Board of Directors Central Louisiana Electric Company, Inc.: We have made a review of the consolidated balance sheet of Central Louisiana Electric Company, Inc. as of March 31, 1995, and the related consolidated statements of income and cash flows for the three-month periods ended March 31, 1995 and 1994, 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 consolidated 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, 1994 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 27, 1995, 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, 1994, is fairly stated in all material respects in relation to the balance sheet from which it has been derived. Coopers & Lybrand L.L.P. New Orleans, Louisiana April 21, 1995 2 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. CONSOLIDATED STATEMENTS OF INCOME For the three months ended March 31 (Unaudited)
(In thousands, except share and per share amounts) 1995 1994 --------------- --------------- OPERATING REVENUES $ 79,872 $ 84,147 --------------- --------------- OPERATING EXPENSES Fuel used for electric generation 22,647 27,939 Power purchased 4,344 3,282 Other operation 13,531 12,827 Maintenance 4,396 4,971 Depreciation 10,324 9,795 Taxes other than income taxes 7,428 7,104 Federal and state income taxes 2,613 3,450 --------------- ---------------- 65,283 69,368 --------------- --------------- OPERATING INCOME 14,589 14,779 Allowance for other funds used during construction 411 265 Other income and expenses, net 65 119 --------------- --------------- INCOME BEFORE INTEREST CHARGES 15,065 15,163 Interest charges, including amortization of debt expense, premium and discount 7,267 6,722 Allowance for borrowed funds used during construction (292) (138) --------------- --------------- NET INCOME 8,090 8,579 Preferred dividend requirements, net 508 498 --------------- --------------- NET INCOME APPLICABLE TO COMMON STOCK $ 7,582 $ 8,081 --------------- --------------- WEIGHTED AVERAGE COMMON SHARES Primary 22,420,742 22,415,338 Fully diluted 23,839,404 23,844,652 EARNINGS PER SHARE Primary $0.34 $0.36 Fully diluted $0.33 $0.35 CASH DIVIDENDS PAID PER SHARE $0.365 $0.355 The accompanying note is an integral part of the consolidated financial statements. 3
CENTRAL LOUISIANA ELECTRIC COMPANY, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands) March 31, 1995 December 31, 1994 --------------- ----------------- ASSETS Utility plant Property, plant and equipment $1,282,147 $1,276,266 Accumulated depreciation (420,170) (410,513) --------------- --------------- 861,977 865,753 Construction work-in-progress 50,605 46,379 --------------- --------------- Total utility plant, net 912,582 912,132 --------------- --------------- Investments and other assets 7,579 20,327 --------------- --------------- Current assets Cash and cash equivalents 19,738 7,440 Accounts receivable, net 10,263 11,147 Unbilled revenues 486 573 Inventory, at average cost 10,631 10,184 Materials and supplies, at average cost 15,654 14,945 Prepayments and other current assets 2,854 2,374 --------------- --------------- Total current assets 59,626 46,663 --------------- --------------- Accumulated deferred federal and state income taxes 40,559 39,377 Prepayments and other 161,533 159,692 --------------- --------------- TOTAL ASSETS $1,181,879 $1,178,191 --------------- --------------- The accompanying note is an integral part of the consolidated financial statements. (Continued on next page) 4
CENTRAL LOUISIANA ELECTRIC COMPANY, INC. CONSOLIDATED BALANCE SHEETS (Continued) (Unaudited) (In thousands, except share amounts) March 31, 1995 December 31, 1994 ----------------- ----------------- CAPITALIZATION AND LIABILITIES Common shareholders' equity Common stock, $2 par value, authorized 50,000,000 shares, issued 22,735,154 and 22,720,074 shares at March 31, 1995 and December 31, 1994, respectively $ 45,470 $ 45,440 Premium on capital stock 113,273 113,070 Retained earnings 210,843 211,198 Treasury stock at cost, 318,446 and 329,433 shares at March 31, 1995 and December 31, 1994, respectively (6,459) (6,681) ----------- ----------- 363,127 363,027 ----------- ----------- Preferred stock, cumulative, $100 par value Not subject to mandatory redemption 30,519 30,748 Deferred compensation related to preferred stock held by ESOP (23,563) (24,404) ----------- ----------- 6,956 6,344 Subject to mandatory redemption 6,920 6,920 ----------- ----------- 13,876 13,264 ----------- ----------- Long-term debt, net 336,063 336,589 ----------- ----------- Total capitalization 713,066 712,880 ----------- ----------- Current liabilities Short-term debt 47,369 28,977 Long-term debt due within one year 14,689 14,676 Accounts payable 26,782 43,466 Customer deposits 19,612 19,513 Taxes accrued 9,739 3,262 Interest accrued 2,808 8,298 Accumulated deferred fuel 5,740 6,114 Other current liabilities 2,528 2,618 ----------- ----------- Total current liabilities 129,267 126,924 ----------- ----------- Deferred credits Accumulated deferred federal and state income taxes 229,638 228,803 Accumulated deferred investment tax credits 34,533 34,987 Other deferred credits 75,375 74,597 ----------- ----------- Total deferred credits 339,546 338,387 ----------- ----------- TOTAL CAPITALIZATION AND LIABILITIES $1,181,879 $1,178,191 ----------- ----------- The accompanying note is an integral part of the consolidated financial statements. 5
CENTRAL LOUISIANA ELECTRIC COMPANY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 31 (Unaudited)
(In thousands) 1995 1994 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 8,090 $ 8,579 Adjustments to reconcile net income to net cash provided by (used in) operating activities Depreciation and amortization 10,568 9,895 Allowance for funds used during construction (703) (403) Amortization of investment tax credits (454) (455) Deferred income taxes 433 839 Deferred fuel costs (374) 77 Gain on disposition of utility plant, net (1) 0 Changes in assets and liabilities Accounts receivable 884 3,220 Unbilled revenues 87 286 Inventory, materials and supplies (1,156) 921 Accounts payable (16,684) (13,811) Customer deposits 99 232 Other deferred accounts (2,199) (2,162) Taxes accrued 6,477 5,854 Interest accrued (5,490) (5,321) Other, net 149 1,396 -------- ------- Net cash provided by (used in) operating activities (274) 9,147 -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to utility plant (10,333) (8,246) Allowance for funds used during construction 703 403 Sale of utility plant 151 57 Purchase of investments 0 (39,167) Sale of investments 12,632 38,469 -------- -------- Net cash provided by (used in) investing activities 3,153 (8,484) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 233 116 Repurchase of common stock 0 (21) Retirement of long-term debt (522) (502) Increase in short-term debt 18,392 10,571 Redemption of preferred stock 0 (11) Issuance of preferred stock 0 (8) Dividends paid on common and preferred stock, net (8,684) (8,448) -------- -------- Net cash provided by financing activities 9,419 1,697 -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS 12,298 2,360 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,440 5,802 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $19,738 $ 8,162 Supplementary cash flow information Interest paid (net of amount capitalized) $ 2,852 $11,817 Income taxes paid $ 500 $ 1,500 The accompanying note is an integral part of the consolidated financial statements. 6
CENTRAL LOUISIANA ELECTRIC COMPANY, INC. NOTE TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A. Contingencies An audit of the Company's 1991 and 1992 tax returns was completed by agents of the Internal Revenue Service (IRS) in January 1995. A number of assessments were proposed that would substantially increase federal and Louisiana taxable income for those years. The Company is contesting most of these assessments. Deferred taxes have been provided for all temporary differences and reserves have been provided for other issues. If the IRS is completely successful on all of the contested issues, an additional liability in excess of current reserves would exist for interest and, if assessed, penalties. In February 1995 the Company and Teche Electric Cooperative, Inc. (Teche) executed a purchase and sale agreement regarding the purchase of all of the assets of Teche by the Company for a purchase price, including the Company's assumption or other discharge of Teche's liabilities, of approximately $22.4 million. Teche serves about 8,600 customers and its service area, which comprises parts of Iberia, St. Martin and St. Mary parishes, is adjacent to the Company's service area. Teche members approved the purchase and sale agreement at their annual meeting on March 11, 1995. Consummation of the acquisition is subject to a number of conditions, including approval by the Louisiana Public Service Commission (LPSC), the Rural Utilities Service (RUS) and other governmental agencies, successful resolution of Teche's power supply contract with Cajun Electric Power Cooperative (Cajun) and certain other conditions. In December 1994 the Company announced its interest in acquiring Washington-St. Tammany Electric Cooperative, Inc. (WST). WST serves approximately 30,600 customers in an area adjacent to the Company's Northlake Division in Washington, St. Tammany and Tangipahoa parishes. Any potential acquisition of WST would be subject to similar conditions as the Teche acquisition. See "Item 5. Other Information" in Part II of this report for more information regarding the Company's efforts to acquire Teche and WST. 7 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net income applicable to common stock totaled $7.6 million for the quarter ended March 31, 1995, as compared to $8.1 million for the corresponding period in 1994. Primary earnings per average common share were $0.34 for the quarter ended March 31, 1995, as compared to $0.36 for the same period in 1994. The following principal factors contributed to these results: Operating revenues decreased $4.3 million, or 5.1%, for the first quarter 1995, compared to the first quarter 1994, primarily due to a decrease in fuel cost recovery revenues and milder winter weather. Fuel cost recovery revenues decreased $4.4 million, or 14.2%, for the first quarter 1995 compared to the same period in 1994, due to lower fuel costs resulting from a decline in natural gas prices. Changes in fuel cost recovery revenues have had no effect on net income, as fuel costs have been recovered through a fuel cost adjustment clause which enabled the Company to pass on to customers substantially all changes in the cost of generating fuel. The adjustments regulated by the LPSC (about 99% of the total fuel cost adjustment) are audited by the LPSC staff monthly and the remaining portion, regulated by the Federal Energy Regulatory Commission (FERC), is audited periodically for several years at a time. Until approval is received, the adjustments are subject to refund. Operating expenses decreased $3.2 million, or 4.9%, for the quarter ended March 31, 1995, compared to the same period in 1994, primarily due to lower fuel costs; offset by increases in depreciation expense and other taxes. Depreciation expenses increased $0.5 million, or 5.4%, for the quarter ended March 31, 1995 compared to the same period in 1994, primarily as a result of accruals relating to construction work-in-progress additions which have been completed and the work orders are expected to be closed in 1995. Taxes other than income taxes increased $0.3 million, or 4.6%, for the three-month period ended March 31, 1995, compared to the corresponding prior-year 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 expenses increased $0.5 million, or 8.1% during the first quarter of 1995, compared to the same period in 1994, primarily due to higher interest rates and higher levels of short-term debt. FINANCIAL CONDITION Liquidity and Capital Resources Since 1990 the Company has participated in a program where up to $35 million of receivables can be sold on an ongoing basis. The amount of receivables that may be sold at any time depends upon seasonal fluctuations in the amount of eligible receivables. The program was extended in March 1995 and will continue until the year 2000. 8 The Company has an effective shelf registration statement and all regulatory approvals necessary to issue up to $50 million of debt and $50 million of preferred stock. At March 31, 1995 and 1994, the Company had $47.4 million and $29.0 million, respectively, of short-term debt outstanding in the form of commercial paper borrowings and bank loans. A $100 million revolving credit facility, which provides support for the issuance of commercial paper, is presently scheduled to continue through July 1997. Uncommitted lines of credit with banks totaling $23 million are available to meet short-term working capital needs. Additionally, at March 31, 1995, an unregulated subsidiary of the Company had $18.1 million of cash and temporary cash investments in securities with original maturities of 90 days or less. Regulatory Matters On May 1, 1995 the Company began providing approximately 13 megawatts of wholesale power service to the city of St. Martinville under a five-year contract subject to the jurisdiction of the FERC. This contract was challenged in 1993 by the previous supplier, Louisiana Energy and Power Authority (LEPA), as well as the city of Lafayette and the American Public Power Association, with assertions of preferential, discriminatory and predatory pricing. An initial decision of the FERC's presiding administrative law judge (ALJ) in February 1995 rejected LEPA's arguments. Under FERC procedures, LEPA has filed a brief requesting the FERC to revise the initial decision. The Company has opposed LEPA's brief. Management believes that the ALJ's initial decision will be upheld. On March 29, 1995 the FERC issued a Notice of Proposed Rulemaking (NOPR) addressing two key issues: open transmission access and recovery of stranded cost. The open access provisions of the NOPR propose to require utilities to offer third parties open access to transmission for comparable service under the same or comparable terms and conditions, as the utility's own use of its system. Providing unbundled transmission services to firm-requirements customers may have significant financial consequences to the utility industry. While providing open access for non-requirements sales should not have the same financial impact, it may have a significant impact on utility operations. The stranded-cost proposal would allow utilities to recover investments stranded by customers departing as a result of opening the transmission systems. This proposal should mitigate the financial consequences of unbundling transmission services to firm-requirements customers. The Company does not expect to lose any significant load in the event that access to its transmission service is opened and, therefore, should not have significant stranded investments. Comments on the NOPR are due 120 days after its publication, and reply comments will be due 60 days later. At this time, it is not possible to predict whether the NOPR will become a final rule, and if it does become a final rule, the form of such final rule and its effect on the Company. If adopted, generic tariffs will be available to all buyers and sellers of electric energy at wholesale rates and will become effective 60 days after the date of adoption of the final rule. After 60 days from the date of adoption, utilities and customers may propose changes to the tariffs. 9 Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" (FAS 121) was issued in March 1995. FAS 121 establishes accounting standards for determining when losses due to impairment of long-lived assets should be recognized and how those losses should be measured. This statement is effective for fiscal years beginning after December 15, 1995. Currently, the Company believes that adoption of this standard will not have a significant effect on its financial condition or the results of its operations. PART II OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting of Shareholders of the Company was held on April 21, 1995 in Pineville, Louisiana. (b) Proxies for the election of directors were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to management's nominees, and all nominees listed in the Proxy Statement were elected. (c) The following is a tabulation of the votes cast upon each of the proposals presented at the Annual Meeting of Shareholders of the Company on April 21, 1995: (1) Election of Directors: Class I Directors For Withheld Broker Non-Votes ------------------ --------- --------- ---------------- Sherian G. Cadoria 19,599,606 282,489 0 Hugh J. Kelly 19,712,142 169,953 0 Gregory L. Nesbitt 19,698,743 183,352 0 (2) Approval of the appointment of Coopers & Lybrand L.L.P. as the Company's auditors for 1995: For Against Abstain Broker Non-Votes ----------- --------- --------- ---------------- 19,678,288 104,294 99,513 0 Item 5. OTHER INFORMATION The Company, along with three other investor-owned electric utility companies operating within Louisiana, was named by consultants in a preliminary report provided to the LPSC at its regularly scheduled June 1993 meeting as having a current return on equity which may be higher than a return which would be awarded if rates were established currently. The LPSC offered all four utility companies the opportunity to respond to the consultants' comments and considered the responses of all four companies at its August 1993 meeting. The LPSC subsequently elected to review the earnings of all electric, gas, water and 10 telecommunication utilities regulated by it to determine if the returns on equity earned by these companies may be higher than returns that might be awarded in the current economic environment. At its regularly scheduled April 1995 meeting, the LPSC voted to request bids from consultants to conduct an earnings review of such utilities, including the Company during 1995. In February 1995 the Company and Teche executed a purchase and sale agreement regarding the purchase of all of the assets of Teche by the Company for a purchase price, including the Company's assumption or other discharge of Teche's liabilities, of approximately $22.4 million. Teche serves about 8,600 customers and its service area, which comprises parts of Iberia, St. Martin and St. Mary parishes, is adjacent to the Company's service area. Teche members approved the purchase and sale agreement at their annual meeting on March 11, 1995. Consummation of the acquisition is subject to a number of conditions, including approval by the LPSC, the RUS and other governmental agencies, successful resolution of Teche's power supply contract with Cajun and certain other conditions. In December 1994 the Company announced its interest in acquiring WST. WST serves approximately 30,600 customers in an area adjacent to the Company's Northlake Division in Washington, St. Tammany and Tangipahoa parishes. Three WST board candidates who were endorsed by the Company and were supportive of pursuing a Company proposal to acquire WST, were not elected to WST's board at their annual meeting held on May 6, 1995. At this time, the Company is unable to predict whether it will be successful in acquiring WST. Any potential acquisition of WST would be subject to similar conditions as discussed above relating to the Teche acquisition. Cajun, which provides power to all of the state's electric distribution cooperatives, including WST and Teche, is in bankruptcy and is acting as debtor-in-possession of its assets, rights and interests. In March 1995 Cajun filed a motion in bankruptcy court to stay the Company's acquisition of Teche. A hearing on the motion has been postponed indefinitely by the court with the agreement of the Company, Teche and Cajun. Cajun has also moved the bankruptcy court to stay certain of the Company's actions in attempting to purchase the assets and business of WST. No date has been set for a hearing on that motion. In April and May 1995, the Company, Teche and the RUS filed motions with the bankruptcy court to appoint an independent trustee to replace Cajun as debtor-in-possession and to oversee the Cajun bankruptcy, including the disposition of Teche and its all-requirements power contract with Cajun. The Company anticipates the bankruptcy court ruling on the trustee matter sometime prior to the fourth quarter of this year. The Company believes the appointment of a trustee may facilitate a resolution of the issues in Cajun's bankruptcy associated with the Company's acquisition of Teche. 11 Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 11 Computation of Net Income Per Common Share for the three months ended March 31, 1995 and 1994 12 Computation of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends for the twelve months ended March 31, 1995 15 Awareness letter, dated May 12, 1995, from Coopers & Lybrand L.L.P. regarding review of the unaudited interim financial statements 27 Financial Data Schedule (b) Reports on Form 8-K The Company filed a Report on Form 8-K dated as of February 1, 1995 to announce that a purchase and sale agreement regarding a purchase of substantially all of the assets of Teche by the Company had been executed. The acquisition of substantially all of the assets of Teche pursuant to the purchase and sale agreement is subject to conditions similar to those set forth above in "Item 5. Other Information" relating to the acquisition of WST. 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 Vice President - Finance (Principal Financial Officer) Date: May 15, 1995 13 EX-11 2 NET INCOME PER COMMON SHARE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. COMPUTATION OF NET INCOME PER COMMON SHARE For the three months ended March 31, (Unaudited)
(In thousands, except share and per share amounts) 1995 1994 ---------- ----------- PRIMARY - ------- Net income applicable to common stock $ 7,582 $ 8,081 ----------- ----------- Weighted average number of shares of common stock outstanding during the period 22,406,616 22,393,229 Common stock under stock option grants 14,126 22,109 ---------- ----------- Average shares 22,420,742 22,415,338 ---------- ----------- Primary net income per common share $ 0.34 $ 0.36 ---------- ----------- FULLY DILUTED - ------------- Net income applicable to common stock $ 7,582 $ 8,081 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 369 372 Deduct additional cash contribution required which is equal to dividends on preferred stock less dividends paid at the common dividend rate, net of tax (50) (60) 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 40 26 ---------- ---------- Adjusted income applicable to common stock $ 7,941 $ 8,419 ---------- ---------- Weighted average number of shares of common stock outstanding during the period 22,406,616 22,393,229 Number of equivalent common shares attributable to ESOP 1,418,262 1,429,314 Common stock under stock option grants 14,526 22,109 ---------- ---------- Average shares 23,839,404 23,844,652 ---------- ---------- Fully diluted net income per common share $ 0.33 $ 0.35 ---------- ---------- 14
EX-12 3 EARNINGS TO FIXED CHARGES 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 March 31, 1995 (Unaudited)
(In thousands, except ratios) -------------- Earnings $ 44,554 Income taxes 19,064 --------- Earnings from continuing operations before income taxes 63,618 --------- Fixed charges Interest, long-term debt 23,397 Interest, other (including interest on short-term debt) 2,886 Amortization of debt expense, premium, net 1,221 Portion of rentals representative of an interest factor 723 --------- Total fixed charges 28,227 --------- Earnings from continuing operations before income taxes and fixed charges $ 91,845 --------- Ratio of earnings to fixed charges 3.25x --------- Fixed charges from above $ 28,227 Preferred stock dividends* 2,952 --------- Total fixed charges and preferred stock dividends $ 31,179 --------- Ratio of earnings to combined fixed charges and preferred stock dividends 2.95x --------- * Preferred stock dividends multiplied by the ratio of pretax income to net income. 15
EX-15 4 AWARENESS LETTER Coopers Coopers & Lybrand L.L.P. 639 Loyola Avenue telephone (504)529-2700 a professional services firm Suite 1800 facsimile (504)529-1439 & Lybrand New Orleans, Louisiana 70113 May 15, 1995 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 April 21, 1995 on our review of the interim financial information of Central Louisiana Electric Company, Inc. as of March 31, 1995 and for the three-month periods ended March 31, 1995 and 1994 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 that Act. COOPERS & LYBRAND L.L.P. Coopers & Lybrand L.L.P., a registered limited liability partnership, is a member firm of Coopers & Lybrand International. 16 EX-27 5 FINANCIAL DATA SCHEDULE UT WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT This schedule contains summary financial information extracted from the Company's financial statements and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 PER-BOOK 912,582 7,759 59,626 193,978 8,114 1,181,879 45,470 106,814 210,843 363,127 6,920 6,956 170,793 0 165,000 47,369 14,154 0 270 535 406,755 1,181,879 79,872 2,613 62,670 65,283 14,589 476 15,065 6,975 8,090 508 7,582 8,178 3,622 (274) 0.34 0.33 17
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