-----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, B+JLtyIYUfllniAplMjeOsqwQU3Bs4kYo5tPihkoF3IJTmqi0G4sPBeCcxZQn57t Le9c6OguJH4u/O0r/nENoA== 0000072741-01-500018.txt : 20010426 0000072741-01-500018.hdr.sgml : 20010426 ACCESSION NUMBER: 0000072741-01-500018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010424 ITEM INFORMATION: FILED AS OF DATE: 20010425 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: 1610586 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 sec8k042401e.txt NEWS RELEASE 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 reported) April 24, 2001 Commission File Number 1-5324 NORTHEAST UTILITIES (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2147929 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 174 BRUSH HILL AVENUE, WEST SPRINGFIELD, MASSACHUSETTS 01090-0010 (Address of principal executive offices) (Zip Code) (413) 785-5871 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ITEM 9. REGULATION FD DISCLOSURE On April 24, 2001, Northeast Utilities issued the following News Release announcing first quarter 2001 earnings: NEWS RELEASE Contact: Jeffrey R. Kotkin Office: (860) 665-5154 NU ANNOUNCES FIRST-QUARTER EARNINGS HARTFORD, Connecticut, April 24, 2001-Northeast Utilities (NU) today announced first-quarter 2001 earnings before the cumulative effect of an accounting change of $134.6 million, or $0.93 per share, compared with earnings of $74.6 million, or $0.55 per share, for the same period of 2000. Including the accounting change, a $22.4 million charge related to the adoption of SFAS-133 (Accounting for Derivative Instruments and Hedging Activities), NU earned $112.2 million, or $0.78 per share, in the first quarter of 2001. Michael G. Morris, NU chairman, president and chief executive officer, said the first-quarter results included two major nonrecurring items, in addition to the adoption of SFAS-133. NU recognized an after-tax gain of $124.8 million, or 87 cents per share, related to the sale of the Millstone Nuclear Station to Dominion Resources, Inc. on March 31, 2001. The gain related primarily to the sale of the Millstone 3 interests of Public Service Company of New Hampshire (PSNH) and several unaffiliated owners, not to the Millstone interests of The Connecticut Light and Power Company (CL&P) and Western Massachusetts Electric Company (WMECO). The net gain from the sale of the CL&P and WMECO interests in Millstone was used to write down the two companies' stranded costs. CL&P, WMECO and PSNH are all NU operating subsidiaries. Additionally, NU recorded a non-cash charge of $43.4 million, or 30 cents a share, related to the forward purchase of 10.1 million NU common shares in December 1999 and January 2000. Those shares were purchased at an average price of $21.26. Under new accounting rules, NU was required to write down the difference between $21.26 and the price at which NU shares closed on March 30, 2001 ($17.38), plus carrying charges for the first quarter. NU is closing out that forward share purchase this week with the proceeds of the Millstone sale and financing related to industry restructuring and expects to record a gain or loss in the second quarter of 2001 relating to the difference between $17.38 and the closing price of NU shares the day the forward purchase is closed. Absent the nonrecurring gains and losses noted above, NU earned $53.2 million, or $0.36 per share, in the first quarter of the year. There were no significant nonrecurring items in the first quarter of 2000. Morris said the earnings of NU's regulated subsidiaries were reduced in 2001 by the scheduled refueling of the Millstone 3 nuclear plant, which began February 3 and ended March 31. The refueling resulted in higher costs and lower revenues for CL&P and WMECO, costing NU approximately $19 million after-tax, or $0.13 per share, compared with the first quarter of 2000. Regulated business operating earnings also fell by nearly $7 million, or $0.05 per share, as a result of a 5 percent rate reduction that took effect at PSNH on October 1, 2000. On the other hand, Yankee Energy Services, Inc., parent of Connecticut's largest natural gas distribution company, earned $15.6 million in the first quarter of 2001. Yankee Energy merged with NU on March 1, 2000 and in March 2000 it earned $1.9 million. The full quarter of Yankee Energy results added approximately $0.10 per share to earnings. Operation and maintenance costs for the regulated electric companies declined slightly, despite an after-tax charge of approximately $4 million, or $0.03 per share, for NU's Voluntary Separation Program under which approximately 340 NU employees accepted an early retirement offer. Those employees are retiring between March 1, 2001 and February 28, 2002 and the resulting savings are expected to benefit year-over-year financial results over the next four quarters, Morris said. Results at NU's unregulated energy companies were also hurt by nuclear refueling outages. Extended refueling outages at Millstone 3 and the Seabrook nuclear plant caused Select Energy, Inc., NU's unregulated energy marketing subsidiary, to have to acquire energy for resale at higher costs. As a result, NU's unregulated energy businesses lost $4.2 million, or $0.03 per share, in the first quarter of 2001, compared with a profit of $10 million, or $0.07 per share, in the first quarter of 2000. Morris said NU continues to project operating earnings of between $1.40 per share and $1.60 per share in 2001. That estimate excludes nonrecurring items. NU operates New England's largest energy delivery system with approximately 1.77 million electric customers in Connecticut, New Hampshire and Massachusetts and 187,000 natural gas customers in Connecticut, and is one of the largest competitive energy suppliers in New England. With the closing out of the forward share purchase noted earlier, NU will reduce its outstanding share count from approximately 144 million shares to approximately 134 million shares. 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. April 24, 2001 NORTHEAST UTILITIES AND SUBSIDIARIES ------------------------------------ FINANCIAL REPORT ----------------
Three Months Ended Twelve Months Ended March 31, March 31, ---------------------------- --------------------------- 2001 2000 2001 2000 ------------- -------------- ------------ ------------ (Thousands of Dollars, Except Share Information) Operating Revenues $1,800,544 $1,382,321 $6,294,843 $4,810,165 ============= ============== ============ ============ Earnings for common shares: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $134,595 $74,587 $265,303 $90,359 Extraordinary (loss), net of tax benefits of $169,562 - - (233,881) - Cumulative effect of accounting changes, net of tax benefits of $14,908 (22,432) - (22,432) - ------------- -------------- ------------ ------------ Total Net Income $112,163 $74,587 $8,990 $90,359 ============= ============== ============ ============ Fully Diluted Earnings Per Common Share: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $0.93 $0.55 $1.84 $0.68 Extraordinary (loss), net of taxes - - (1.63) - Cumulative effect of accounting changes, net of taxes (0.15) - (0.15) - ------------- -------------- ------------ ------------ Total Fully Diluted Earnings Per Common Share $0.78 $0.55 $0.06 $0.68 ============= ============== ============ ============ Common Shares Outstanding (fully diluted) 144,314,339 136,229,530 144,046,071 133,088,092 ============= ============== ============ ============ 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 Statements of Income --------------------------------- Three Months Ended Twelve Months Ended March 31, March 31, ------------------------------- -------------------------------- 2001 2000 2001 2000 --------------- ------------ --------------- --------------- (Thousands of Dollars, Except Share Information) Operating Revenues $1,800,544 $1,382,321 $6,294,843 $4,810,165 --------------- ------------ --------------- --------------- Operating Expenses: Operation - Fuel, purchased and net interchange power 1,166,972 768,372 3,719,825 2,243,670 Other 182,796 201,461 830,952 863,704 Maintenance 88,681 50,768 293,797 294,036 Depreciation 60,629 60,392 240,035 278,349 Amortization of regulatory assets, net 719,856 45,132 950,863 579,043 Federal and state income taxes 54,381 62,425 221,989 220,868 Taxes other than income taxes 75,887 58,362 256,112 249,101 Gain on sale of utility plant (653,872) - (653,297) (308,914) --------------- ------------ --------------- --------------- Total operating expenses 1,695,330 1,246,912 5,860,276 4,419,857 --------------- ------------ --------------- --------------- Operating Income 105,214 135,409 434,567 390,308 --------------- ------------ --------------- --------------- Other Income: Gain on sale of utility plant 202,159 - 202,159 - Loss on share repurchase contracts (43,443) - (43,443) - Nuclear related costs 2,140 (2,801) (12,966) (72,496) Other, net (1,333) 7,474 4,091 (19,468) Minority interest in loss of subsidiary (2,325) (2,325) (9,300) (9,300) Income taxes (57,918) 7,836 2,552 83,714 --------------- ------------ --------------- --------------- Other income, net 99,280 10,184 143,093 (17,550) --------------- ------------ --------------- --------------- Income before interest charges 204,494 145,593 577,660 372,758 --------------- ------------ --------------- --------------- Interest Charges: Interest on long-term debt 43,668 55,884 188,481 246,517 Other interest 23,527 10,364 111,768 14,309 --------------- ------------ --------------- --------------- Interest charges, net 67,195 66,248 300,249 260,826 --------------- ------------ --------------- --------------- Income after interest charges 137,299 79,345 277,411 111,932 Preferred Dividends of Subsidiaries 2,704 4,758 12,108 21,573 --------------- ------------ --------------- --------------- Income before extraordinary loss and cumulative effect of accounting changes, net of taxes 134,595 74,587 265,303 90,359 Extraordinary (loss), net of tax benefits of $169,562 - - (233,881) - Cumulative effect of accounting changes, net of tax benefits of $14,908 (22,432) - (22,432) - --------------- ------------ --------------- --------------- Net Income $112,163 $74,587 $8,990 $90,359 =============== ============ =============== =============== Fully Diluted Earnings Per Common Share: Before extraordinary loss, net of taxes $0.93 $0.55 $1.84 $0.68 Extraordinary (loss), net of taxes - - (1.63) - Cumulative effect of accounting changes, net of taxes (0.15) - (0.15) - --------------- ------------ --------------- --------------- Total Fully Diluted Earnings Per Common Share $0.78 $0.55 $0.06 $0.68 =============== ============ =============== =============== Common Shares Outstanding (fully diluted) 144,314,339 136,229,530 144,046,071 133,088,092 =============== ============ =============== =============== 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 --------------------------- March 31, ---------------------- 2001 2000 ---------- ---------- (Thousands of Dollars) ASSETS - ------ Utility Plant, at cost: Electric $6,009,696 $9,237,679 Gas and other 860,351 826,495 ----------- ----------- 6,870,047 10,064,174 Less: Accumulated provision for depreciation 3,487,588 6,373,365 ----------- ----------- 3,382,459 3,690,809 Unamortized PSNH acquisition costs - 317,332 Construction work in progress 206,851 179,516 Nuclear fuel, net 29,264 113,378 ----------- ----------- Total net utility plant 3,618,574 4,301,035 ----------- ----------- Other Property and Investments: Nuclear decommissioning trusts, at market 57,170 717,246 Investments in regional nuclear generating companies, at equity 62,480 82,456 Other, at cost 170,980 108,753 ----------- ----------- 290,630 908,455 ----------- ----------- Current Assets: Cash and cash equivalents 1,472,454 369,738 Investments in securitizable assets 256,431 80,742 Receivables, net 532,573 448,356 Unbilled revenues 118,927 88,918 Fuel, materials and supplies, at average cost 94,195 174,442 Recoverable energy costs, net - current portion 337 85,052 Prepayments and other 139,384 108,338 ----------- ----------- 2,614,301 1,355,586 ----------- ----------- Deferred Charges: Regulatory assets 4,031,123 3,596,828 Unamortized debt expense 40,735 43,839 Goodwill and other purchased intangible assets 334,512 345,372 Prepaid pension 157,455 63,003 Other 158,605 126,890 ----------- ----------- 4,722,430 4,175,932 ----------- ----------- Total Assets $11,245,935 $10,741,008 =========== =========== March 31, ---------------------- 2001 2000 ---------- ---------- (Thousands of Dollars) CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common shareholders' equity: Common shares, $5.00 par value - authorized 225,000,000 shares; 148,807,333 shares issued and 143,978,260 shares outstanding in 2001 and 148,546,234 shares issued and 143,150,550 shares outstanding in 2000 $744,037 $742,731 Capital surplus, paid in 1,086,918 1,102,278 Deferred contribution plan - employee stock ownership plan (111,264) (124,626) Retained earnings 593,646 642,092 Accumulated other comprehensive income 5,745 1,524 ----------- ----------- Total common shareholders' equity 2,319,082 2,363,999 Preferred stock not subject to mandatory redemption 116,200 136,200 Preferred stock subject to mandatory redemption - 119,789 Long-term debt 2,148,297 2,443,989 ----------- ----------- Total capitalization 4,583,579 5,063,977 ----------- ----------- Rate reduction bonds 1,438,400 - ----------- ----------- Minority Interest in Consolidated Subsidiary 100,000 100,000 ----------- ----------- Obligations Under Capital Leases 17,363 53,126 ----------- ----------- Current Liabilities: Notes payable to banks 1,111,416 984,000 Long-term debt and preferred stock - current portion 243,859 346,123 Obligations under capital leases - current portion 144,840 115,285 Accounts payable 653,281 437,492 Payable to Millstone 3 joint owners 84,512 - Accrued taxes 376,944 130,252 Accrued interest 58,753 56,088 Other 136,163 127,338 ----------- ----------- 2,809,768 2,196,578 ----------- ----------- Deferred Credits and Other Long-term Liabilities: Accumulated deferred income taxes 1,358,660 1,721,263 Accumulated deferred investment tax credits 131,760 144,882 Decommissioning obligation - Millstone 1 - 686,609 Deferred contractual obligations 237,108 341,983 Other 569,297 432,590 ----------- ----------- 2,296,825 3,327,327 ----------- ----------- Total Capitalization and Liabilities $11,245,935 $10,741,008 =========== =========== 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. 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) By: /s/ Cheryl W. Grise Name: Cheryl W. Grise Title: Senior Vice President, Secretary and General Counsel Date: April 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----