-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PvlF8FVuNSyQLQKA1z9wXHHrFgkJi7BmAc5FnwD3CuVx50iDlccHRb7uMPpDI3Cs saQr0LKfKK81rvtOosgTLQ== 0000072741-01-000007.txt : 20010129 0000072741-01-000007.hdr.sgml : 20010129 ACCESSION NUMBER: 0000072741-01-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010123 ITEM INFORMATION: FILED AS OF DATE: 20010125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05324 FILM NUMBER: 1514673 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 4137855871 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 8-K 1 0001.txt FORM 8-K FOR NORTHEAST UTILITIES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event report) January 23, 2001 Commission File Number 1-5324 NORTHEAST UTILITIES (Exact name of registrant as specified in its charter) MASSACHUSETTS 1-5324 04-2147929 State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File No.) Identification No.) 174 BRUSH HILL AVENUE, WEST SPRINGFIELD, MASSACHUSETTS 01090-0010 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (413) 785-5871 (Former name or former address, if changed since last report) Not Applicable ITEM 5. OTHER EVENTS On January 23, 2001, Northeast Utilities issued the following earnings news release for the three and twelve months ended December 31, 2000: "Northeast Utilities Reports Fourth Quarter and Full Year Results HARTFORD, Connecticut, January 23, 2001-Strong increases in unregulated energy sales and lower nonfuel operating costs drove a significant improvement in Northeast Utilities (NU) operating results in 2000, the company reported today. Increases in unregulated energy sales pushed total NU revenues to a record $5.90 billion in 2000, up 32 percent from $4.47 billion in 1999. The growth in unregulated revenues more than offset a 5 percent retail rate decrease on January 1, 2000 for customers of The Connecticut Light and Power Company (CL&P) and a 5 percent rate cut on October 1, 2000 for Public Service Company of New Hampshire (PSNH) retail customers. NU reported year-end 2000 earnings before extraordinary items of $220.1 million, or $1.55 per share on a fully diluted basis, compared with earnings of $34.2 million, or 26 cents per share, in 1999. In the fourth quarter of 2000, NU earned $67.8 million before extraordinary items, or $0.47 per share on a fully diluted basis, compared with a loss of $15.7 million, or $0.12 per share, in the same period of 1999. Earnings in both years included a number of nonrecurring items. On an operating basis, NU earned $221.4 million, or $1.56 per share on a fully diluted basis, in 2000, compared with a profit of $117.3 million, or 89 cents per share, in 1999. In the fourth quarter of 2000, NU recorded operating earnings of $67.8 million, or $0.47 per share on a fully diluted basis, compared with fourth-quarter operating earnings of $47.0 million, or $0.35 per share, in 1999. Because of extraordinary charges, NU reported a net loss for the year. Fourth-quarter 2000 results included an after-tax write-off by PSNH of $225 million of stranded costs under an industry restructuring settlement with the state of New Hampshire. When combined with other effects from restructuring, PSNH's net write-off totaled $214.2 million, or $1.51 per share. PSNH is an operating subsidiary of NU. Its restructuring plan was upheld by the New Hampshire Supreme Court on January 16, 2001. In addition to these extraordinary items, 2000 results reflect two significant one-time items recognized earlier in the year. They include charges of $11.7 million for the settlement of certain nuclear-related issues and a one-time after-tax gain of $10.4 million related to the investment in NEON Communications Inc., of Mode 1 Communications, Inc., another NU subsidiary. Write-offs in 1999 related to the settlement of nuclear issues, industry restructuring, and NU's pending merger with Consolidated Edison, Inc. totaled $83.1 million, or $0.63 per share, of which $62.7 million, or $0.47 per share, was recognized in the fourth quarter of 1999. Including all of the extraordinary and other nonrecurring effects, NU lost $13.8 million, or $0.10 per share on a fully diluted basis, in 2000, compared with earnings of $34.2 million, or $0.26 per share, in 1999. In the fourth quarter of 2000, NU lost $166.1 million, or $1.15 per share on a fully diluted basis, compared with a loss of $15.7 million, or $0.12 per share, in the same period of 1999. Michael G. Morris, NU's Chairman, President and Chief Executive Officer, said that NU currently projects standalone 2001 earnings of between $1.40 per share and $1.60 per share. Morris attributed the improved operating results to excellent performance at the Millstone nuclear station in 2000, effective cost control, and dramatically improved performance at NU's unregulated businesses. Millstone 3 operated at virtually a 100 percent capacity factor in 2000 and has been on line for 575 consecutive days. Millstone 2 operated at an 82 percent capacity factor in 2000. Millstone Station's strong performance helped NU lower its non-fuel operation and maintenance costs to $1.11 billion in 2000 from $1.20 billion in 1999. Morris said he was quite pleased with the performance of NU's unregulated energy businesses. Those operations earned $28.5 million in 2000 on revenues of $2.0 billion, compared with a loss of $37.0 million in 1999 on revenues of $648.9 million in 1999. In the fourth quarter of 2000, NU's unregulated energy businesses earned $13.6 million, compared with a loss of $8.0 million in the fourth quarter of 1999. Morris attributed the improved performance at NU's unregulated businesses to better balancing the company's supply and purchase obligations, due in part to the purchase of 1,289 megawatts of hydroelectric and pumped storage generation by the unregulated businesses in March 2000. Morris said fourth-quarter 2000 operating results were also helped by much lower temperatures than during the same period of 1999. Retail kilowatt-hour electric sales were up 5.9 percent in the fourth quarter of 2000, 3.2 percent on a weather-adjusted basis, compared with the same period of 1999. Annual electric sales were up 0.8 percent in 2000, 1.9 percent on a weather-adjusted basis, compared with 1999. On the strength of a strong start to the heating season, Yankee Energy System, Inc., which merged with NU on March 1, 2000, earned $6 million in the fourth quarter of 2000. Morris said NU booked no additional costs in the fourth quarter of 2000 in connection with its proposed merger with Consolidated Edison. NU currently hopes to complete its merger with Consolidated Edison late in the first quarter or early in the second quarter of 2001. Should the process of closing the merger advance over the next several weeks, NU would likely record additional merger-related charges in the fourth quarter of 2000. NU operates New England's largest energy delivery system with approximately 1.77 million electric customers in Connecticut, New Hampshire and Massachusetts and 185,000 natural gas customers in Connecticut, and is one of the largest competitive energy suppliers in New England. NU has approximately 144 million shares outstanding. This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements of future expectations and not facts. Actual results or developments might differ materially from those included in the forward- looking statements because of factors such as competition and industry restructuring, changes in economic conditions, changes in historical weather patterns, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments and other presently unknown or unforeseen factors. Other risk factors are detailed from time to time in NU's reports to the Securities and Exchange Commission." SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHEAST UTILITIES (registrant) /s/Randy A. Shoop Assistant Treasurer - Finance Date: January 24, 2001 EX-99 2 0002.txt EXHIBIT TO NU FORM 8-K January 23, 2001 NORTHEAST UTILITIES AND SUBSIDIARIES FINANCIAL REPORT Three Months Ended December 31, 2000 1999 Thousands of Dollars, Except Share Information) Operating Revenues $1,521,965 $1,148,736 Loss)/Earnings for common shares: Before extraordinary loss, net of taxes $67,788 ($15,674) Extraordinary (loss), net of tax benefits of $169,562 (233,881) - Total Net (Loss)/Income ($166,093) ($15,674) Fully Diluted (Loss)/Earnings Per Common Share: Before extraordinary loss, net of taxes $0.47 ($0.12) Extraordinary (loss), net of taxes (1.62) - Total Fully Diluted (Loss)/Earnings Per Common Share ($1.15) ($0.12) Common Shares Outstanding (fully diluted) 144,109,003 131,706,611 Twelve Months Ended December 31, 2000 1999 Thousands of Dollars, Except Share Information) Operating Revenues $5,901,206 $4,471,251 Loss)/Earnings for common shares: Before extraordinary loss, net of taxes $220,124 $34,216 Extraordinary (loss), net of tax benefits of $169,562 (233,881) - Total Net (Loss)/Income ($13,757) $34,216 Fully Diluted (Loss)/Earnings Per Common Share: Before extraordinary loss, net of taxes $1.55 $0.26 Extraordinary (loss), net of taxes (1.65) - Total Fully Diluted (Loss)/Earnings Per Common Share ($0.10) $0.26 Common Shares Outstanding (fully diluted) 141,967,216 132,031,573 The data contained in this report is preliminary and is unaudited. This report is being submitted for the sole purpose of providing information to present shareholders about the Northeast Utilities System and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities. Northeast Utilities and Subsidiaries Consolidated Balance Sheets December 31 2000 1999 (Thousands of Dollars) ASSETS Utility Plant, at cost: Electric $9,370,176 $9,185,272 Gas and other 861,727 226,002 10,231,903 9,411,274 Less: Accumulated provision for depreciation 6,556,613 6,088,310 3,675,290 3,322,964 Unamortized PSNH acquisition costs - 324,437 Construction work in progress 228,330 177,504 Nuclear fuel, net 128,261 122,529 Total net utility plant 4,031,881 3,947,434 Other Property and Investments: Nuclear decommissioning trusts, at market 740,058 711,910 Investments in regional nuclear generating companies, at equity 62,477 81,503 Other, at cost 137,291 94,768 939,826 888,181 Current Assets: Cash and cash equivalents 200,017 255,154 Investments in securitizable assets 98,146 107,620 Receivables, net 497,449 310,190 Unbilled revenues 121,090 75,728 Fuel, materials and supplies, at average cost 163,711 171,496 Recoverable energy costs, net - current portion 145,855 73,721 Prepayments and other 194,437 77,371 1,420,705 1,071,280 Deferred Charges: Regulatory assets: Recoverable nuclear costs 2,081,132 2,210,767 Income taxes, net 636,295 636,563 Deferred costs - nuclear plants 29,000 111,588 Unrecovered contractual obligations 255,809 349,189 Recoverable energy costs, net 186,524 228,166 Other 91,409 106,166 Unamortized debt expense 33,475 39,192 Goodwill and other purchased intangible assets 324,389 23,542 Other 211,134 75,984 3,849,167 3,781,157 Total Assets $10,241,579 $9,688,052 December 31 2000 1999 (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Capitalization: Common shareholders' equity: Common shares, $5.00 par value - authorized 225,000,000 shares; 148,781,861 shares issued and 143,820,405 shares outstanding in 2000 and 137,393,829 shares issued and 131,980,284 shares outstanding in 1999 $693,345 $636,405 Capital surplus, paid in 927,059 776,290 Temporary equity from stock forward 215,000 215,000 Deferred contribution plan - employee stock ownership plan (114,463) (127,725) Retained earnings 510,702 581,817 Accumulated other comprehensive income 1,769 1,524 Total common shareholders' equity 2,233,412 2,083,311 Preferred stock not subject to mandatory redemption 136,200 136,200 Preferred stock subject to mandatory redemption 15,000 121,289 Long-term debt 2,029,593 2,372,341 Total capitalization 4,414,205 4,713,141 Minority Interest in Consolidated Subsidiary 100,000 100,000 Obligations Under Capital Leases 47,234 62,824 Current Liabilities: Notes payable to banks 1,309,977 278,000 Long-term debt and preferred stock - current portion 340,041 503,315 Obligations under capital leases - current portion 112,645 118,469 Accounts payable 538,983 347,321 Accrued taxes 115,932 158,684 Accrued interest 41,131 37,904 Other 144,820 126,768 2,603,529 1,570,461 Deferred Credits and Other Long-term Liabilities: Accumulated deferred income taxes 1,533,362 1,688,114 Accumulated deferred investment tax credits 153,155 140,407 Decommissioning obligation - Millstone 1 692,560 702,351 Deferred contractual obligations 244,608 358,387 Other 452,926 352,367 3,076,611 3,241,626 Total Capitalization and Liabilities $10,241,579 $9,688,052 The data contained in this report is preliminary and is audited. This report is being submitted for the sole purpose of providing information to present shareholders about the Northeast Utilities System and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities. Northeast Utilities and Subsidiaries Consolidated Statements of Income Three Months Ended December 31, 2000 1999 (Thousands of Dollars, Except Share Information) Operating Revenues $1,521,965 $1,148,736 Operating Expenses: Operation - Fuel, purchased and net interchange power 817,911 437,025 Other 222,125 280,004 Maintenance 74,547 67,223 Depreciation 62,307 57,598 Amortization of regulatory assets, net 87,679 378,514 Federal and state income taxes 68,337 68,927 Taxes other than income taxes 59,730 59,254 Gain on sale of utility plant - (287,672) Total operating expenses 1,392,636 1,060,873 Operating Income 129,329 87,863 Other Income/(Loss): Equity in earnings of regional nuclear generating and transmission companies 6,846 (853) Nuclear related costs 1,437 (50,010) Other, net (12,633) (23,111) Minority interest in loss of subsidiary (2,325) (2,325) Income taxes 23,322 43,277 Other income/(loss), net 16,647 (33,022) Income before interest charges 145,976 54,841 Interest Charges: Interest on long-term debt 44,559 62,525 Other interest 30,890 2,780 Interest charges, net 75,449 65,305 Income/(loss) after interest charges 70,527 (10,464) Preferred Dividends of Subsidiaries 2,739 5,210 Income/(loss) before extraordinary loss, net of taxes 67,788 (15,674) Extraordinary (loss), net of tax benefits of $169,562 (233,881) - Net (Loss)/Income ($166,093) ($15,674) Fully Diluted (Loss)/Earnings Per Common Share: Before extraordinary loss, net of taxes $0.47 ($0.12) Extraordinary (loss), net of taxes (1.62) - Total Fully Diluted (Loss)/Earnings Per Common Share ($1.15) ($0.12) Common Shares Outstanding (fully diluted) 144,109,003 131,706,611 Twelve Months Ended December 31, 2000 1999 (Thousands of Dollars, Except Share Information) Operating Revenues $5,901,206 $4,471,251 Operating Expenses: Operation - Fuel, purchased and net interchange power 3,321,226 1,898,314 Other 850,192 855,917 Maintenance 255,884 340,419 Depreciation 239,798 302,305 Amortization of regulatory assets, net 276,139 596,437 Federal and state income taxes 239,789 180,883 Taxes other than income taxes 238,587 261,353 Gain on sale of utility plant - (308,914) Total operating expenses 5,421,615 4,126,714 Operating Income 479,591 344,537 Other Income/(Loss): Equity in earnings of regional nuclear generating and transmission companies 14,586 5,034 Nuclear related costs (17,907) (71,066) Other, net (1,689) (30,855) Minority interest in loss of subsidiary (9,300) (9,300) Income taxes 68,306 82,272 Other income/(loss), net 53,996 (23,915) Income before interest charges 533,587 320,622 Interest Charges: Interest on long-term debt 200,696 258,093 Other interest 98,605 5,558 Interest charges, net 299,301 263,651 Income/(loss) after interest charges 234,286 56,971 Preferred Dividends of Subsidiaries 14,162 22,755 Income/(loss) before extraordinary loss, net of taxes 220,124 34,216 Extraordinary (loss), net of tax benefits of $169,562 (233,881) - Net (Loss)/Income ($13,757) $34,216 Fully Diluted (Loss)/Earnings Per Common Share: Before extraordinary loss, net of taxes $1.55 $0.26 Extraordinary (loss), net of taxes (1.65) - Total Fully Diluted (Loss)/Earnings Per Common Share ($0.10) $0.26 Common Shares Outstanding (fully diluted) 141,967,216 132,031,573 The data contained in this report is preliminary and is unaudited. This report is being submitted for the sole purpose of providing information to present shareholders about the Northeast Utilities System and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities.
-----END PRIVACY-ENHANCED MESSAGE-----