-----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, DM2anFNfwtp5Es8XUL3O5GOHWVPVccUWkAqHwL6QX5qoqWsSUatNii26blOuI3hP tjNgJo92bfqHlohDpS9V6A== 0000072741-01-500102.txt : 20010726 0000072741-01-500102.hdr.sgml : 20010726 ACCESSION NUMBER: 0000072741-01-500102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010724 ITEM INFORMATION: FILED AS OF DATE: 20010725 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: 1688979 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 eightk012407.txt 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) July 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 The material attached hereto as Exhibit 99, which is incorporated in this Item 9 by reference thereto, is furnished pursuant to Regulation FD. 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/ Randy A. Shoop ------------------------------------- Name: Randy A. Shoop Title: Assistant Treasurer - Finance Date: July 25, 2001 Exhibit 99 News Release Contact: Jeffrey R. Kotkin Office: (860) 665-5154 NU REPORTS SECOND-QUARTER EARNINGS, FAVORABLE TERMS FOR SERVING WHOLESALE LOAD HARTFORD, Connecticut, July 24, 2001-Northeast Utilities (NU) today reported second-quarter earnings of $46.7 million, or $0.35 per share fully diluted, compared with earnings of $12.2 million, or $0.08 per share fully diluted, in the same period of 2000. For the first six months of 2001, NU earned $158.9 million, or $1.14 per share fully diluted, compared with earnings of $86.8 million, or $0.62 per share fully diluted, in the first six months of 2000. NU also reported that its energy marketing subsidiary, Select Energy, Inc., has contracted to acquire the vast majority of the energy supplies it expects to need in 2002 and 2003 to serve its current power supply obligations. In recent weeks, given the sharp reduction in energy prices, Select has acquired significant additional resources within its target price range. As a result, NU management considers its energy supply book to be satisfactorily hedged for both 2002 and 2003. Earnings in the second quarters of both 2001 and 2000 included moderate nonrecurring events. Second quarter 2001 results included a gain of approximately $8.0 million, or $0.06 per share, associated with the marking to market of 10.1 million shares NU acquired through a forward share repurchase. Second quarter 2000 results included after-tax charges of $8.1 million, or $0.06 per share, associated with the settlement of litigation related to the Millstone nuclear station, which NU sold to Dominion Resources, Inc. on March 31, 2001. Excluding those nonrecurring events, NU earned $38.8 million, or $0.29 per share in the second quarter of 2001, compared with $20.3 million, or $0.14 per share, in the second quarter of 2000. Earnings in the first quarter of 2001 also included significant nonrecurring gains and charges associated with the Millstone sale and the adoption of certain accounting rules. Excluding those nonrecurring events and minor nonrecurring charges in the first quarter of 2000, NU earned $92.1 million, or $0.66 per share, in the first half of 2001, compared with $99.0 million, or $0.71 per share, in the first half of 2000. Michael G. Morris, NU chairman, president and chief executive officer, attributed the improved second-quarter 2001 results primarily to strong performance at NU's unregulated energy subsidiaries, which include Select Energy. Those businesses earned $13.6 million in the second quarter of 2001, compared with essentially break-even results in the second quarter of 2000. Morris said he was encouraged by the improved second-quarter 2001 results at NU's unregulated businesses, as well as by Select Energy's ability to contract for necessary sources of energy to meet its contractual requirements to The Connecticut Light and Power Company, NU's largest operating subsidiary. "As we projected, lower fuel prices and the increasing number of new generating plants in New England have combined to drive down the cost of wholesale electricity," Morris said. Besides Select, NU second-quarter results benefited from increased electric sales, a reduced number of outstanding shares, and lower interest and preferred dividend costs. Regulated retail electric sales were up 3.1 percent in the second quarter of 2001, compared with the same period of 2000. Over the first six months of 2001, regulated electric sales were up 2.2 percent compared with the same period in 2000. In the second quarter of 2001, NU repurchased approximately 10.3 million shares and had approximately 134 million shares outstanding as of June 30, 2001. NU announced two weeks ago that its Board of Trustees had authorized the repurchase of an additional 15 million shares by July 1, 2003. An earlier share repurchase authorization terminated on July 1, 2001. Morris said the timing of any material share repurchases will affect earnings per share over the next two years. NU had originally anticipated repurchasing more than 10.3 million shares by the middle of 2001. As a result of a higher estimated average share count for the year, NU now projects that 2001 earnings will be between $1.35 per share and $1.50 per share, somewhat lower than the $1.40-$1.60 per share range NU had projected earlier this year, excluding nonrecurring items. NU operates New England's largest energy delivery system with nearly 1.8 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. 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. July 24, 2001 NORTHEAST UTILITIES AND SUBSIDIARIES FINANCIAL REPORT
Three Months Ended June 30, 2001 2000 (Thousands of Dollars, Except Share Information) Operating Revenues $ 1,583,294 $ 1,414,973 =========== =========== Earnings for common shares: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $ 46,732 $ 12,206 Extraordinary (loss), net of tax benefits of $169,562 - - Cumulative effect of accounting changes, net of tax benefits of $14,908 - - ----------- ----------- Total Net Income $ 46,732 $ 12,206 =========== =========== Fully Diluted Earnings Per Common Share: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $ 0.35 $ 0.08 Extraordinary (loss), net of taxes - - Cumulative effect of accounting changes, net of taxes - - ----------- ----------- Total Fully Diluted Earnings Per Common Share $ 0.35 $ 0.08 =========== =========== Common Shares Outstanding (fully diluted) 134,149,873 143,907,964 =========== =========== Six Months Ended June 30, 2001 2000 (Thousands of Dollars, Except Share Information) Operating Revenues $ 3,383,838 $ 2,797,294 =========== =========== Earnings for common shares: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $ 181,327 $ 86,793 Extraordinary (loss), net of tax benefits of $169,562 - - Cumulative effect of accounting changes, net of tax benefits of $14,908 (22,432) - ----------- ----------- Total Net Income $ 158,895 $ 86,793 =========== =========== Fully Diluted Earnings Per Common Share: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $ 1.30 $ 0.62 Extraordinary (loss), net of taxes - - Cumulative effect of accounting changes, net of taxes (0.16) - ----------- ----------- Total Fully Diluted Earnings Per Common Share $ 1.14 $ 0.62 =========== =========== Common Shares Outstanding (fully diluted) 139,256,968 140,055,610 =========== =========== Twelve Months Ended June 30, 2001 2000 (Thousands of Dollars, Except Share Information) Operating Revenues $ 6,463,163 $ 5,186,570 =========== =========== Earnings for common shares: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $ 299,830 $ 102,337 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) - ----------- ----------- Total Net Income $ 43,517 $ 102,337 =========== =========== Fully Diluted Earnings Per Common Share: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $ 2.12 $ 0.75 Extraordinary (loss), net of taxes (1.65) - Cumulative effect of accounting changes, net of taxes (0.16) - ----------- ----------- Total Fully Diluted Earnings Per Common Share $ 0.31 $ 0.75 =========== =========== Common Shares Outstanding (fully diluted) 141,669,477 136,108,723 =========== ===========
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 June 30, 2001 2000 (Thousands of Dollars, Except Share Information) Operating Revenues $ 1,583,294 $ 1,414,973 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 1,009,877 795,089 Other 189,014 214,036 Maintenance 59,738 70,722 Depreciation 65,518 58,946 Amortization of regulatory assets, net 70,471 68,318 Federal and state income taxes 46,801 47,445 Taxes other than income taxes 55,204 61,325 Gain on sale of utility plant - - ----------- ----------- Total operating expenses 1,496,623 1,315,881 ----------- ----------- Operating Income (Loss) 86,671 99,092 ----------- ----------- Other Income (Loss): Gain related to Millstone sale - - Gain/(Loss) on share repurchase contracts 8,049 - Nuclear related costs - (15,572) Other, net 8,448 (6,037) Minority interest in loss of subsidiary (775) (2,325) Income taxes 18,321 21,119 ----------- ----------- Other income (loss), net 34,043 (2,815) ----------- ----------- Income before interest charges 120,714 96,277 ----------- ----------- Interest Charges: Interest on long-term debt 62,063 52,300 Other interest, net 9,482 27,858 ----------- ----------- Interest charges, net 71,545 80,158 ----------- ----------- Income after interest charges 49,169 16,119 Preferred Dividends of Subsidiaries 2,437 3,913 ----------- ----------- Income before extraordinary loss and cumulative effect of accounting changes, net of taxes 46,732 12,206 Extraordinary (loss), net of tax benefits of $169,562 - - Cumulative effect of accounting changes, net of tax benefits of $ 14,908 - - ----------- ----------- Net Income $ 46,732 $ 12,206 =========== =========== Fully Diluted Earnings (Loss) Per Common Share: Income before extraordinary loss and cumulative effect of accounting changes $ 0.35 $ 0.08 Extraordinary (loss), net of taxes - - Cumulative effect of accounting changes, net of taxes - - ----------- ----------- Total Fully Diluted Earnings Per Common Share $ 0.35 $ 0.08 =========== =========== Common Shares Outstanding (fully diluted) 134,149,873 143,907,964 =========== =========== Northeast Utilities and Subsidiaries Consolidated Statements of Income Six Months Ended June 30, 2001 2000 (Thousands of Dollars, Except Share Information) Operating Revenues $ 3,383,838 $ 2,797,294 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 2,140,717 1,563,461 Other 407,942 415,497 Maintenance 148,419 121,490 Depreciation 126,147 119,338 Amortization of regulatory assets, net 790,327 113,450 Federal and state income taxes 91,182 109,870 Taxes other than income taxes 131,091 119,687 Gain on sale of utility plant (653,872) - ----------- ----------- Total operating expenses 3,181,953 2,562,793 ----------- ----------- Operating Income (Loss) 201,885 234,501 ----------- ----------- Other Income (Loss): Gain related to Millstone sale 202,159 - Gain/(Loss) on share repurchase contracts (35,394) - Nuclear related costs - (18,373) Other, net 9,255 1,437 Minority interest in loss of subsidiary (3,100) (4,650) Income taxes (49,597) 28,955 ----------- ----------- Other income (loss), net 123,323 7,369 ----------- ----------- Income before interest charges 325,208 241,870 ----------- ----------- Interest Charges: Interest on long-term debt 105,731 108,184 Other interest, net 33,009 38,222 ----------- ----------- Interest charges, net 138,740 146,406 ----------- ----------- Income after interest charges 186,468 95,464 Preferred Dividends of Subsidiaries 5,141 8,671 ----------- ----------- Income before extraordinary loss and cumulative effect of accounting changes, net of taxes 181,327 86,793 Extraordinary (loss), net of tax benefits of $169,562 - - Cumulative effect of accounting changes, net of tax benefits of $ 14,908 (22,432) - ----------- ----------- Net Income $ 158,895 $ 86,793 =========== =========== Fully Diluted Earnings (Loss) Per Common Share: Income before extraordinary loss and cumulative effect of accounting changes $ 1.30 $ 0.62 Extraordinary (loss), net of taxes - - Cumulative effect of accounting changes, net of taxes (0.16) - ----------- ----------- Total Fully Diluted Earnings Per Common Share $ 1.14 $ 0.62 =========== =========== Common Shares Outstanding (fully diluted) 139,256,968 140,055,610 =========== =========== Northeast Utilities and Subsidiaries Consolidated Statements of Income Twelve Months Ended June 30, 2001 2000 (Thousands of Dollars, Except Share Information) Operating Revenues $ 6,463,163 $ 5,186,570 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 3,881,251 2,606,432 Other 859,293 871,633 Maintenance 282,812 268,402 Depreciation 246,608 254,519 Amortization of regulatory assets, net 953,016 576,827 Federal and state income taxes 211,344 235,206 Taxes other than income taxes 249,990 249,557 Gain on sale of utility plant (653,297) (308,914) ----------- ----------- Total operating expenses 6,031,017 4,753,662 ----------- ----------- Operating Income (Loss) 432,146 432,908 ----------- ----------- Other Income (Loss): Gain related to Millstone sale 202,159 - Gain/(Loss) on share repurchase contracts (35,394) - Nuclear related costs - (86,754) Other, net 21,181 (28,671) Minority interest in loss of subsidiary (7,750) (9,300) Income taxes (10,246) 90,787 ----------- ----------- Other income (loss), net 169,950 (33,938) ----------- ----------- Income before interest charges 602,096 398,970 ----------- ----------- Interest Charges: Interest on long-term debt 198,244 233,451 Other interest, net 93,391 43,636 ----------- ----------- Interest charges, net 291,635 277,087 ----------- ----------- Income after interest charges 310,461 121,883 Preferred Dividends of Subsidiaries 10,631 19,546 ----------- ----------- Income before extraordinary loss and cumulative effect of accounting changes, net of taxes 299,830 102,337 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) - ----------- ----------- Net Income $ 43,517 $ 102,337 =========== =========== Fully Diluted Earnings (Loss) Per Common Share: Income before extraordinary loss and cumulative effect of accounting changes $ 2.12 $ 0.75 Extraordinary (loss), net of taxes (1.65) - Cumulative effect of accounting changes, net of taxes (0.16) - ----------- ----------- Total Fully Diluted Earnings Per Common Share $ 0.31 $ 0.75 =========== =========== Common Shares Outstanding (fully diluted) 141,669,477 136,108,723 =========== ===========
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
June 30, 2001 2000 (Thousands of Dollars) ASSETS Utility Plant, at cost: Electric $ 5,988,999 $ 9,282,584 Gas and other 863,859 842,077 ----------- ----------- 6,852,858 10,124,661 Less: Accumulated provision for depreciation 3,435,530 6,431,583 ----------- ----------- 3,417,328 3,693,078 Unamortized PSNH acquisition costs - 310,228 Construction work in progress 222,884 183,916 Nuclear fuel, net 26,038 124,262 ----------- ----------- Total net utility plant 3,666,250 4,311,484 ----------- ----------- Other Property and Investments: Nuclear decommissioning trusts, at market 59,903 739,107 Investments in regional nuclear generating companies, at equity 59,442 81,849 Other, at cost 192,345 119,318 ----------- ----------- 311,690 940,274 ----------- ----------- Current Assets: Cash and cash equivalents 197,646 301,636 Investments in securitizable assets 40,599 65,929 Receivables, net 784,053 488,432 Unbilled revenues 85,909 87,913 Fuel, materials, and supplies, at average cost 102,583 171,566 Recoverable energy costs, net - current portion 52 108,305 Prepayments and other 178,217 171,456 ----------- ----------- 1,389,059 1,395,237 ----------- ----------- Deferred Charges: Regulatory assets 4,077,781 3,494,765 Goodwill and other purchased intangible assets 325,846 336,570 Unamortized debt expense 25,632 36,480 Prepaid pensions 190,145 93,260 Other 174,305 154,173 ----------- ----------- 4,793,709 4,115,248 ----------- ----------- Total Assets $10,160,708 $10,762,243 =========== =========== June 30, 2001 2000 (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Capitalization: Common shareholders' equity: Common shares, $5.00 par value - authorized 225,000,000 shares; 148,888,790 shares issued and 133,864,193 shares outstanding in 2001 and 148,680,841 shares issued and 143,455,129 shares outstanding in 2000 $ 744,444 $ 743,404 Capital surplus, paid in 902,562 1,102,334 Deferred contribution plan - employee stock ownership plan (108,122) (121,381) Retained earnings 610,248 639,973 Accumulated other comprehensive income (26,470) 1,524 ----------- ----------- Total common shareholders' equity 2,122,662 2,365,854 Preferred stock not subject to mandatory redemption 116,200 136,200 Preferred stock subject to mandatory redemption - 15,000 Long-term debt 1,930,142 2,211,019 ----------- ----------- Total capitalization 4,169,004 4,728,073 ----------- ----------- Rate Reduction Bonds 2,118,400 - ----------- ----------- Minority Interest in Consolidated Subsidiaries - 100,000 ----------- ----------- Obligations Under Capital Leases 17,180 60,220 ----------- ----------- Current Liabilities: Notes payable to banks 455,400 1,104,000 Long-term debt and preferred stock - current portion 24,365 479,834 Obligations under capital leases - current portion 931 111,496 Accounts payable 685,485 547,509 Accrued taxes 83,032 142,890 Accrued interest 55,899 37,050 Other 120,409 109,502 ----------- ----------- 1,425,521 2,532,281 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 1,447,536 1,699,169 Accumulated deferred investment tax credits 126,422 142,359 Decommissioning obligation - Millstone 1 - 662,209 Deferred contractual obligations 228,701 326,582 Other 627,944 511,350 ----------- ----------- 2,430,603 3,341,669 ----------- ----------- Total Capitalization and Liabilities $10,160,708 $10,762,243 =========== ===========
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-----