-----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, JLrd3bSF/C0CYBemoDSf5BowWLl5K/noeWJfSvZvT+pfPg9N1zrKLMmxwRRHo9L7 MJ9PkOepB2tH7KSdGYf25g== 0000072741-02-000063.txt : 20020423 0000072741-02-000063.hdr.sgml : 20020423 ACCESSION NUMBER: 0000072741-02-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020423 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020423 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: 1934 Act SEC FILE NUMBER: 001-05324 FILM NUMBER: 02618087 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 nu8k042302.txt NU 8K Q1 AND SEABROOK 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 23, 2002 ------------------- 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 AND 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: April 23, 2002 EX-99 3 exhnu8k042302.txt PRESS RELEASE Exhibit 99 CONTACT: Jeffrey R. Kotkin Office: (860) 665-5154 NU REPORTS LOWER FIRST-QUARTER RESULTS HARTFORD, Connecticut, April 23, 2002-Northeast Utilities (NYSE-NU) today reported first-quarter 2002 earnings of $18.6 million, or $0.14 per share, compared with earnings of $112.2 million, or $0.78 per share, in the first quarter of 2001. The 2002 results include an after-tax charge of $8.5 million, or $0.07 per share, reflecting a write-down of NU's investment in NEON Communications, Inc. (NEON), a Massachusetts-based provider of high-bandwidth fiber optic telecommunications services. As of December 31, 2001, NU had a $4.6 million equity investment in NEON and held $15 million of NEON's subordinated notes. The 2001 results incorporated a number of nonrecurring adjustments, including an after-tax gain of $124.8 million, or $0.87 per share, from the sale of the Millstone Nuclear Station; an after-tax charge of $43.4 million, or $0.30 per share, related to the forward repurchase of NU common shares; and an after-tax charge of $22.4 million, or $0.15 per share, from the adoption of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. Excluding the adjustments noted above, NU earned $27.1 million, or $0.21 per share, in the first quarter of 2002 and $53.2 million, or $0.36 per share, in the first quarter of 2001. Revenues in the first quarter of 2002 increased to $1.9 billion from $1.8 billion in the same period of 2001, primarily due to higher sales at NU's competitive businesses. Michael G. Morris, NU chairman, president and chief executive officer, attributed the decline in recurring net income primarily to exceptionally mild weather in the first quarter of 2002, which impacted both NU's regulated and competitive business units. Heating degree days totaled 2,583 at Bradley International Airport in Windsor Locks, Connecticut in the first quarter of 2002, compared with 3,151 heating degree days during the same period of 2001 and a 20-year average of 2,984. As a result, regulated retail electric sales were down 4.0 percent compared with the first quarter of 2001 and firm gas volumes were down 17.5 percent. Overall, as a result of the mild dry weather, earnings at NU regulated and competitive businesses were lower by an estimated $15 million in the first quarter of 2002, or approximately $0.12 per share, compared with the first quarter of 2001. Due to the combination of weak sales comparisons, industry restructuring, and nonrecurring gains associated with the Millstone sale in March 2001, earnings at three of NU's regulated operating companies declined, compared with the first quarter of 2001. Earnings for common at The Connecticut Light and Power Company (CL&P) totaled $20.3 million in the first quarter of 2002, compared with $36.9 million in the first quarter of 2001. Earnings at Public Service Company of New Hampshire (PSNH) declined to $11.7 million in 2002 from $27.7 million in the first quarter of 2001. Earnings at Yankee Energy System, Inc. totaled $12.6 million in the first quarter of 2002, compared with $15.6 million in the same period of 2001. Earnings at Western Massachusetts Electric Company (WMECO) rose to $6.9 million in the first quarter of 2002 from $2.6 million in the same period of 2001, primarily because of the costs WMECO incurred in 2001 related to an extended refueling outage at Millstone 3. Losses at NU's competitive energy businesses totaled $21.6 million in the first three months of 2002, compared with losses of $4.2 million in the same period of 2001, excluding the accounting charge. Morris attributed the weaker performance at the competitive energy businesses primarily to mild dry weather, which caused a decline in expected wholesale and retail electric and natural gas sales and a decline in conventional hydroelectric production, and to a steep increase in natural gas prices in March 2002. Partially offsetting those factors was a significant decline in NU's outstanding shares. NU repurchased approximately 10 percent of its outstanding shares in 2001 and bought back another 850,000 shares in the first quarter of 2002. The company can repurchase approximately 10 million additional shares by July 2003, under its existing board authorization. Also helping to offset the mild weather were lower operation and maintenance costs unrelated to fuel and purchased power, primarily due to the sale of Millstone Station. Those costs fell to $250.3 million in 2002, compared with $307.6 million in the first three months of 2001. Morris said earnings were significantly below budget in the first quarter, but he said NU believes it can recover from that shortfall over the balance of the year because of continued expense control, more seasonal weather patterns, and improved performance at NU's competitive businesses. As a result, NU will maintain its full year 2002 earnings guidance of between $1.40 per share and $1.65 per share. Morris said NU expects to record after-tax earnings of between $25 million and $30 million later in 2002 in connection with the proposed sale of the system's 40.04 percent interest in the Seabrook nuclear station in Seabrook, New Hampshire to a subsidiary of FPL Group. These earnings relate to a gain on the sale of an unaffiliated company's share of Seabrook and to certain dismantlement accruals previously set aside for the abandoned Seabrook 2 nuclear unit. Under the sale agreement, FPL will be responsible for the dismantlement of Seabrook 2. The sale is subject to a number of contingencies, including regulatory approvals. The vast majority of the approximately $400 million of proceeds the NU System expects to receive from the sale will be used to reduce PSNH and CL&P stranded costs and to pay taxes. After-tax proceeds will be used in part to repay all $90 million of outstanding debt of North Atlantic Energy Corporation, an NU subsidiary which owns nearly 36 percent of Seabrook, and to return all of NAEC's equity to NU. NAEC, which has a power sales contract with PSNH, had $35.9 million of common equity as of March 31, 2002. Additional proceeds will be used primarily to reduce PSNH's capitalization, fund CL&P's capital needs, and meet some modest decommissioning obligations associated with the NU system's interest in Seabrook. NU operates New England's largest utility system, serving nearly 1.8 million electric customers in Connecticut, New Hampshire, and Massachusetts and 191,000 natural gas customers in Connecticut. It is also one of the leading energy marketing firms 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. # # # # EX-99.15 OTH FIN ST 4 nu8kexh99042302.txt NU Q1 FINANCIALS Exhibit 99.15 April 23, 2002 NORTHEAST UTILITIES AND SUBSIDIARIES ------------------------------------ FINANCIAL REPORT ----------------
Three Months Ended March 31, 2002 2001 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 1,910,683 $ 1,800,544 =========== =========== Earnings for Common Shares: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $ 18,642 $ 134,595 Extraordinary loss, net of tax benefits of $169,652 - - Cumulative effect of accounting changes, net of tax benefits of $14,908 - (22,432) ----------- ----------- Total Net Income $ 18,642 $ 112,163 =========== =========== Fully Diluted Earnings Per Common Share: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $ 0.14 $ 0.93 Extraordinary loss, net of taxes - - Cumulative effect of accounting changes, net of taxes - (0.15) ----------- ----------- Total Fully Diluted Earnings Per Common Share $ 0.14 $ 0.78 =========== =========== Common Shares Outstanding (fully diluted) 129,754,946 144,314,339 =========== =========== Twelve Months Ended March 31, 2002 2001 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 6,983,965 $ 6,294,843 =========== =========== Earnings for Common Shares: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $ 149,988 $ 265,303 Extraordinary loss, net of tax benefits of $169,652 - (233,881) Cumulative effect of accounting changes, net of tax benefits of $14,908 - (22,432) ----------- ----------- Total Net Income $ 149,988 $ 8,990 =========== =========== Fully Diluted Earnings Per Common Share: Before extraordinary loss and cumulative effect of accounting changes, net of taxes $ 1.13 $ 1.84 Extraordinary loss, net of taxes - (1.63) Cumulative effect of accounting changes, net of taxes - (0.15) ----------- ----------- Total Fully Diluted Earnings Per Common Share $ 1.13 $ 0.06 =========== =========== Common Shares Outstanding (fully diluted) 132,294,786 144,046,071 =========== ===========
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 March 31, 2002 2001 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 1,910,683 $ 1,800,544 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 1,352,837 1,130,839 Other 198,031 218,928 Maintenance 52,312 88,681 Depreciation 47,881 60,629 Amortization 70,738 719,856 Taxes other than income taxes 74,598 75,887 Gain on sale of utility plant - (653,872) ----------- ----------- Total operating expenses 1,796,397 1,640,948 ----------- ----------- Operating Income 114,286 159,596 Other (Loss)/Income, Net (13,997) 157,198 ----------- ----------- Income Before Interest and Income Tax Expense 100,289 316,794 ----------- ----------- Interest Expense: Interest on long-term debt 34,548 43,668 Interest on rate reduction bonds 29,562 - Other interest 2,777 23,527 ----------- ----------- Interest expense, net 66,887 67,195 ----------- ----------- Income Before Income Tax Expense 33,402 249,599 Income Tax Expense 13,370 112,300 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 20,032 137,299 Preferred Dividends of Subsidiaries 1,390 2,704 ----------- ----------- Income before extraordinary loss and cumulative effect of accounting change, net of tax benefits 18,642 134,595 Extraordinary loss, net of tax benefit of $169,652 - - Cumulative effect of accounting change, net of tax benefit of $14,908 - (22,432) ----------- ----------- Net Income $ 18,642 $ 112,163 =========== =========== Fully Diluted Earnings Per Common Share: Income before extraordinary loss and cumulative effect of accounting change, net of tax benefits $ 0.14 $ 0.93 Extraordinary loss, net of tax benefit - - Cumulative effect of accounting change, net of tax benefit - (0.15) ----------- ----------- Total Fully Diluted Earnings Per Common Share $ 0.14 $ 0.78 =========== =========== Common Shares Outstanding (fully diluted) 129,754,946 144,314,339 =========== ===========
Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Statements of Income ---------------------------------
Twelve Months Ended March 31, 2002 2001 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 6,983,965 $ 6,294,843 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 4,763,339 3,667,543 Other 764,078 883,235 Maintenance 222,592 293,797 Depreciation 188,264 240,035 Amortization 347,920 950,863 Taxes other than income taxes 217,908 256,112 Gain on sale of utility plant - (653,297) ----------- ----------- Total operating expenses 6,504,101 5,638,288 ----------- ----------- Operating Income 479,864 656,555 Other (Loss)/Income, Net 30,432 140,540 ----------- ----------- Income Before Interest and Income Tax Expense 510,296 797,095 ----------- ----------- Interest Expense: Interest on long-term debt 137,929 188,481 Interest on rate reduction bonds 117,177 - Other interest 24,244 111,768 ----------- ----------- Interest expense, net 279,350 300,249 ----------- ----------- Income Before Income Tax Expense 230,946 496,846 Income Tax Expense 75,023 219,435 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 155,923 277,411 Preferred Dividends of Subsidiaries 5,935 12,108 ----------- ----------- Income before extraordinary loss and cumulative effect of accounting change, net of tax benefits 149,988 265,303 Extraordinary loss, net of tax benefit of $169,652 - (233,881) Cumulative effect of accounting change, net of tax benefit of $14,908 - (22,432) ----------- ----------- Net Income $ 149,988 $ 8,990 =========== =========== Fully Diluted Earnings Per Common Share: Income before extraordinary loss and cumulative effect of accounting change, net of tax benefits $ 1.13 $ 1.84 Extraordinary loss, net of tax benefit - (1.63) Cumulative effect of accounting change, net of tax benefit - (0.15) ----------- ----------- Total Fully Diluted Earnings Per Common Share $ 1.13 $ 0.06 =========== =========== Common Shares Outstanding (fully diluted) 132,294,786 144,046,071 =========== ===========
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, 2002 2001 ---- ---- (Thousands of Dollars) ASSETS - ------ Current Assets: Cash and cash equivalents $ 106,810 $ 1,472,454 Investments in securitizable assets 40,334 86,431 Receivables, net 733,998 702,573 Unbilled revenues 121,385 118,927 Fuel, materials, and supplies, at average cost 108,884 94,195 Special deposits 26,605 2,498 Prepayments and other 152,405 137,137 ----------- ----------- 1,290,421 2,614,215 ----------- ----------- Property, Plant and Equipment: Electric utility 5,805,682 5,642,545 Gas utility 651,607 613,267 Competitive energy 1,007,887 1,068,383 Other 198,059 208,760 ----------- ----------- 7,663,235 7,532,955 Less: Accumulated provision for depreciation 3,454,054 3,487,588 ----------- ----------- 4,209,181 4,045,367 Construction work in progress 293,486 206,851 Nuclear fuel, net 29,369 29,264 ----------- ----------- 4,532,036 4,281,482 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets 3,182,817 3,368,215 Goodwill and other purchased intangible assets, net 320,647 333,184 Prepaid pension 249,923 157,455 Nuclear decommissioning trusts, at market 62,107 57,170 Other 511,606 434,214 ----------- ----------- 4,327,100 4,350,238 ----------- ----------- Total Assets $10,149,557 $11,245,935 =========== =========== March 31, 2002 2001 ---- ---- (Thousands of Dollars) LIABILITIES AND CAPITALIZATION - ------------------------------ Current Liabilities: Notes payable to banks $ 230,000 1,111,416 Long-term debt and preferred stock - current portion 313,536 243,859 Accounts payable 502,199 737,793 Accrued taxes 58,434 376,944 Accrued interest 68,584 58,753 Other 163,473 281,003 ----------- ----------- 1,336,226 2,809,768 ----------- ----------- Rate Reduction Bonds 2,051,807 1,438,400 ----------- ----------- Minority Interest in Consolidated Subsidiary - 100,000 ----------- ----------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 1,479,382 1,358,660 Accumulated deferred investment tax credits 116,312 131,760 Deferred contractual obligations 206,696 237,108 Other 680,657 586,660 ----------- ----------- 2,483,047 2,314,188 ----------- ----------- Capitalization: Long-Term Debt 2,023,432 2,148,297 ----------- ----------- Preferered Stock 116,200 116,200 ----------- ----------- Common Shareholders' Equity: Common shares, $5 par value - authorized 225,000,000 shares; 149,116,706 shares issued and 129,477,227 shares outstanding in 2002 and 148,807,333 shares issued and 143,978,260 shares outstanding in 2001 745,584 744,037 Capital surplus, paid in 1,111,677 1,106,027 Deferred contribution plan - employee stock ownership plan (98,802) (111,264) Retained earnings 680,934 593,646 Accumulated other comprehensive (loss)/income (3,695) 5,745 Treasury Stock (296,853) (19,109) ----------- ----------- Common Shareholders' Equity 2,138,845 2,319,082 Total Capitalization 4,278,477 4,583,579 ----------- ----------- Total Liabilities and Capitalization $10,149,557 $11,245,935 =========== ===========
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-----