-----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, H+5lemSHeQbTEZ/xagJyZcM3XHDqDKE8ZladZyHzilrPkvvMyvop+fOQALdLYiv9 r3IWp0Jc2iBEcCHhjHFpxg== 0000072741-03-000124.txt : 20030722 0000072741-03-000124.hdr.sgml : 20030722 20030722135252 ACCESSION NUMBER: 0000072741-03-000124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030722 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030722 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: 03796141 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 4137855871 MAIL ADDRESS: STREET 1: 107 SELDEN ST CITY: BERLIN STATE: CT ZIP: 06037-1616 8-K 1 nu8kq22003072203.txt NU 8-K Q2 2003 072203 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 22, 2003 ------------------- 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 and ITEM 12. Results of Operations and Financial Condition On July 22, 2003, Northeast Utilities issued a press release relating to its second quarter 2003 results. A copy of the press release is attached as Exhibit 99.1. Exhibits 99.1 and 99.2, which are incorporated by reference thereto, are furnished pursuant to Regulation FD. EXHIBIT INDEX Exhibit 99.1 Northeast Utilities Press Release dated July 22, 2003. Exhibit 99.2 Financial Report for the three, six and twelve month periods ending June 30, 2003. 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 22, 2003 EX-99 3 nuexh991072203.txt NU PRESS RELEASE 07/22/03 Exhibit 99.1 NU LOGO P. O. Box 270 Hartford, CT 06141-0270 107 Selden Street Berlin, CT 06037 (860)-665-5000 www.nu.com News Release CONTACT: Jeffrey R. Kotkin OFFICE: (860) 665-5154 NU REPORTS SECOND QUARTER EARNINGS BERLIN, Connecticut, July 22, 2003-Northeast Utilities (NU-NYSE) today reported second quarter 2003 earnings of $26.9 million, or $0.21 per share fully diluted, compared with earnings of $28.9 million or $0.22 per share fully diluted, in the second quarter of 2002. For the first six months of 2003, NU earned $87.1 million, or $0.69 per share fully diluted, compared with earnings of $47.5 million, or $0.37 per share fully diluted, in the same period of 2002. The 2002 results included approximately $10 million, or $0.08 per share, in first quarter investment write-downs. Michael G. Morris, NU chairman, president and chief executive officer, said the modest reduction in second-quarter earnings in 2003, compared with 2002, was due to a combination of factors. NU's competitive business results significantly improved while regulated earnings were lower in the second quarter of 2003, as compared to the same period of 2002. Regulated earnings declined due to the absence of approximately $13 million of investment tax credits that were reflected in the second quarter of 2002 at NU's Western Massachusetts Electric Company (WMECO) subsidiary, as well as lower pension income and the loss of earnings related to the Seabrook nuclear power plant, which was sold November 1, 2002. NU's competitive energy subsidiaries earned $11.9 million in the second quarter of 2003 and $17.1 million in the first half of 2003, compared with a loss of $9.2 million in the second quarter of 2002 and a loss of $29.7 million in the first half of 2002. Morris said the turnaround was due primarily to improved results in the wholesale business; the absence of energy trading losses; better performance in the retail energy and services businesses; and heavier precipitation in southern New England, which has increased conventional hydroelectric plant output by nearly 22 percent in the first six months of 2003, compared with the same period of 2002. The largest single contributor to NU's improved second-quarter results was the company's competitive wholesale marketing group, which includes the NU system's ownership of more than 1,400 megawatts of hydroelectric and coal-fired generation in Massachusetts and Connecticut. The group earned $12.1 million in the second quarter of 2003, compared with $2.3 million in the same period of 2002. Improved results at the competitive energy subsidiaries also reflect the absence of trading losses in the second quarter of 2003, compared with losses of $7.5 million in the second quarter of 2002. "We are very pleased with the performance of our competitive energy businesses this year, particularly in the wholesale sector," Morris said. The following table reconciles second quarter and first half earnings on a reported and adjusted basis: Second First Half Quarter 2002 Reported EPS $0.22 $0.37 Significant items Investment write-downs --- $0.08 2002 Adjusted EPS $0.22 $0.45 Lower regulated results ($0.19) ($0.15) Reduced trading losses $0.06 $0.14 Improved competitive $0.11 $0.23 results Lower share count $0.01 $0.02 2003 Reported EPS $0.21 $0.69 A lower share count has modestly benefited NU's earnings per share in 2003. NU repurchased 1.6 million shares in the first quarter of 2003, but no additional shares since that time. In May 2003, the NU Board of Trustees authorized the repurchase of up to 10 million additional shares through July 1, 2005. Lower earnings at all four of NU's regulated utilities more than offset the improved results at the competitive businesses. Earnings at The Connecticut Light and Power Company (CL&P), NU's largest regulated subsidiary, totaled $4.7 million in the second quarter of 2003, compared with $10 million in the same period of 2002. Earnings at Public Service Company of New Hampshire were $11.1 million in the second quarter of 2003, compared with $15.2 million in the same period of 2002. As noted earlier, the declines at CL&P and PSNH were related in part to lower pension credits and the sale of Seabrook. WMECO earned $2.6 million in the second quarter of 2003, compared with $15.3 million in the same period of 2002 when it reflected the $13 million of investment tax credits. Yankee Energy System, Inc. lost $3 million in the second quarter of 2003, compared with a loss of $0.5 million in the same period of 2002. Morris said NU continues to project earnings of between $1.10 per share and $1.30 per share in 2003. Those figures assume earnings of between $1.05 per share and $1.15 per share at its regulated businesses and between $0.15 per share and $0.25 per share at its competitive businesses, assuming there are no incremental cost or revenue impacts from a number of pending issues, including the power supply contract between CL&P and Select Energy, Inc., NU's competitive energy marketing subsidiary. Select Energy has a $500 million a year contract to supply half of the energy needs of CL&P's retail customers through the end of 2003. NU also projects parent company interest and other expenses of approximately $0.10 per share. Northeast Utilities is a Fortune 500 diversified energy company located in Connecticut with operations throughout the Northeast. Through its competitive and regulated subsidiaries, NU provides Energy for a Changing World, with a full range of products and services to millions of residential and business customers from Maine to Maryland. From delivering electricity and natural gas, to marketing energy commodities, to operating and maintaining power plant facilities, NU is committed to safety, reliability and expanding consumers' energy options. For more information on Northeast Utilities and its subsidiaries, visit the NU family of Web sites at www.nu.com. # # # 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 weather patterns, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, volatility in electric and natural gas commodity markets, 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. # # # NOTE: NU will webcast an investor call this morning at 10:00 a.m. Eastern Daylight Time. The call can be accessed through NU's website at www.nu.com. EX-99.3 OTHER FIN ST 4 nu8kexh992072203.txt FINANCIAL STATEMENTS 063003 Exhibit 99.2 Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Statements of Income ---------------------------------
Three Months Ended June 30, ------------------- 2003 2002 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 1,457,541 $ 1,141,928 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 893,935 627,062 Other 231,278 198,724 Maintenance 68,280 73,449 Depreciation 50,692 53,596 Amortization 21,497 5,710 Amortization of rate reduction bonds 35,303 34,476 Taxes other than income taxes 51,460 54,860 Gain on sale of utility plant - - ----------- ----------- Total operating expenses 1,352,445 1,047,877 ----------- ----------- Operating Income 105,096 94,051 Interest Expense: Interest on long-term debt 28,546 34,391 Interest on rate reduction bonds 27,364 29,226 Other interest 3,617 5,391 ----------- ----------- Interest expense, net 59,527 69,008 ----------- ----------- Other Income/(Loss), Net 754 1,653 ----------- ----------- Income Before Income Tax Expense/(Benefit) 46,323 26,696 Income Tax Expense/(Benefit) 18,065 (3,550) ----------- ----------- Income Before Preferred Dividends of Subsidiaries 28,258 30,246 Preferred Dividends of Subsidiaries 1,389 1,389 ----------- ----------- Net Income $ 26,869 $ 28,857 =========== =========== Fully Diluted Earnings Per Common Share $ 0.21 $ 0.22 =========== =========== Fully Diluted Common Shares Outstanding (average) 126,860,208 129,993,412 =========== ===========
Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Statements of Income ---------------------------------
Six Months Ended June 30, ------------------- 2003 2002 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 3,145,978 $ 2,426,389 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 1,963,230 1,353,677 Other 420,550 396,755 Maintenance 114,172 125,761 Depreciation 100,165 105,811 Amortization 78,796 25,954 Amortization of rate reduction bonds 74,503 80,636 Taxes other than income taxes 125,434 129,458 Gain on sale of utility plant - - ----------- ----------- Total operating expenses 2,876,850 2,218,052 ----------- ----------- Operating Income 269,128 208,337 Interest Expense: Interest on long-term debt 61,486 67,363 Interest on rate reduction bonds 55,225 58,788 Other interest 6,361 9,744 ----------- ----------- Interest expense, net 123,072 135,895 ----------- ----------- Other Income/(Loss), Net 1,330 (12,344) ----------- ----------- Income Before Income Tax Expense/(Benefit) 147,386 60,098 Income Tax Expense/(Benefit) 57,534 9,820 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 89,852 50,278 Preferred Dividends of Subsidiaries 2,779 2,779 ----------- ----------- Net Income $ 87,073 $ 47,499 =========== =========== Fully Diluted Earnings Per Common Share $ 0.69 $ 0.37 =========== =========== Fully Diluted Common Shares Outstanding (average) 126,982,903 129,871,495 =========== ===========
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 Northeast Utilities and Subsidiaries 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 ---------------------------------
Twelve Months Ended June 30, ------------------- 2003 2002 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 5,935,910 $ 5,253,315 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 3,635,655 3,091,240 Other 776,278 773,788 Maintenance 251,899 236,302 Depreciation 200,000 196,304 Amortization 365,797 143,633 Amortization of rate reduction bonds 142,455 154,039 Taxes other than income taxes 223,494 217,564 Gain on sale of utility plant (187,113) - ----------- ----------- Total operating expenses 5,408,465 4,812,870 ----------- ----------- Operating Income 527,445 440,445 Interest Expense: Interest on long-term debt 128,593 132,480 Interest on rate reduction bonds 112,228 119,583 Other interest 16,866 24,750 ----------- ----------- Interest expense, net 257,687 276,813 ----------- ----------- Other Income/(Loss), Net 57,502 16,363 ----------- ----------- Income Before Income Tax Expense/(Benefit) 327,260 179,995 Income Tax Expense/(Benefit) 130,018 42,993 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 197,242 137,002 Preferred Dividends of Subsidiaries 5,559 4,888 ----------- ----------- Net Income $ 191,683 $ 132,114 =========== =========== Fully Diluted Earnings Per Common Share $ 1.50 $ 1.01 =========== =========== Fully Diluted Common Shares Outstanding (average) 127,910,798 131,227,196 =========== ===========
Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Balance Sheets ---------------------------
June 30, December 31, 2003 2002 -------- ----------- (Thousands of Dollars) ASSETS - ------ Current Assets: Cash and cash equivalents $ 57,028 $ 54,678 Investments in securitizable assets 146,532 178,908 Receivables, net 626,435 767,089 Unbilled revenues 93,294 126,236 Fuel, materials, and supplies, at average cost 124,060 119,853 Special deposits 87,982 43,261 Prepayments and other 292,344 241,190 ----------- ----------- 1,427,675 1,531,215 ----------- ----------- Property, Plant and Equipment: Electric utility 5,305,546 5,141,951 Gas utility 697,130 679,055 Competitive energy 877,396 866,294 Other 209,993 205,115 ----------- ----------- 7,090,065 6,892,415 Less: Accumulated depreciation 2,542,716 2,484,613 ----------- ----------- 4,547,349 4,407,802 Construction work in progress 323,995 320,567 ----------- ----------- 4,871,344 4,728,369 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets 2,993,305 3,076,095 Goodwill and other purchased intangible assets, net 344,063 345,867 Prepaid pension 344,496 328,890 Other 438,833 433,444 ----------- ----------- 4,120,697 4,184,296 ----------- ----------- Total Assets $10,419,716 $10,443,880 =========== ===========
June 30, December 31, 2003 2002 -------- ----------- (Thousands of Dollars) LIABILITIES AND CAPITALIZATION - ------------------------------ Current Liabilities: Notes payable to banks $ 63,000 $ 56,000 Long-term debt - current portion 58,345 56,906 Accounts payable 652,984 776,219 Accrued taxes 31,680 141,667 Accrued interest 41,153 40,597 Other 335,737 272,580 ----------- ----------- 1,182,899 1,343,969 ----------- ----------- Rate Reduction Bonds 1,816,998 1,899,312 ----------- ----------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 1,407,194 1,436,507 Accumulated deferred investment tax credits 104,562 106,471 Deferred contractual obligations 334,883 354,469 Other 777,003 689,287 ----------- ----------- 2,623,642 2,586,734 ----------- ----------- Capitalization: Long-Term Debt 2,465,483 2,287,144 ----------- ----------- Preferered Stock - Nonredeemable 116,200 116,200 ----------- ----------- Common Shareholders' Equity: Common shares, $5 par value - authorized 225,000,000 shares; 149,916,375 shares issued and 126,934,753 shares outstanding in 2003 and 149,375,847 shares issued and 127,562,031 shares outstanding in 2002 749,582 746,879 Capital surplus, paid in 1,105,241 1,108,338 Deferred contribution plan - employee stock ownership plan (80,170) (87,746) Retained earnings 798,796 765,611 Accumulated other comprehensive income 1,789 14,927 Treasury Stock (360,744) (337,488) ----------- ----------- Common Shareholders' Equity 2,214,494 2,210,521 ----------- ----------- Total Capitalization 4,796,177 4,613,865 ----------- ----------- Total Liabilities and Capitalization $10,419,716 $10,443,880 =========== ===========
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 Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities. -----END PRIVACY-ENHANCED MESSAGE-----