-----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, FXO4KOf1vTTEhqVM1NRkLKqxVFTAWDFhl1H/GnC14zLbVdHKedsqXuF/8ubnUGXf yKT6PX5AsMo1tICAj7OP9Q== 0000072741-03-000174.txt : 20031027 0000072741-03-000174.hdr.sgml : 20031027 20031027134004 ACCESSION NUMBER: 0000072741-03-000174 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031027 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031027 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: 03958104 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 cover8kq3results102703.txt NU 8K Q3 2003 102703 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) October 27, 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 ITEM 12. Results of Operations and Financial Condition On October 27, 2003, Northeast Utilities issued a press release relating to its financial results for the third quarter 2003. A copy of the press release is attached as Exhibit 99.1. Exhibits 99.1 and 99.2, which are incorporated in this Item 9 by reference thereto, are furnished pursuant to Regulation FD. EXHIBIT INDEX Exhibit 99.1 Northeast Utilities Press Release dated October 27, 2003. Exhibit 99.2 Financial Report for the three, six and twelve month periods ending September 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: October 27, 2003 EX-99 3 nu8kexh991102703.txt NU PRESS RELEASE 102703 Exhibit 99.1 News Release CONTACTS: Jeffrey R. Kotkin Barbara Nieman Office: (860) 665-5154 (860) 665-3249 NU REPORTS THIRD QUARTER EARNINGS BERLIN, Connecticut, October 27, 2003-Northeast Utilities (NU-NYSE) today reported third quarter 2003 earnings of $44.0 million, or $0.35 per share fully diluted before the cumulative effect of accounting change, compared with earnings of $48.6 million, or $0.38 per share fully diluted, in the third quarter of 2002. After the cumulative effect of accounting change, NU earned $39.2 million, or $0.31 a share, in the third quarter of 2003. For the first nine months of 2003, NU earned $126.3 million, or $0.99 per share fully diluted after the cumulative effect of accounting change, compared with earnings of $96.1 million, or $0.74 per share fully diluted, in the same period of 2002. Michael G. Morris, NU chairman, president and chief executive officer, said third-quarter earnings benefited from improved results at NU's competitive energy businesses, including better performance at NU's competitive hydroelectric and pumped storage generating units, lower regulated company controllable operation and maintenance expenses, and lower interest costs. Those factors were offset by lower pension income and the absence of earnings related to Seabrook. Third quarter 2003 results included a $4.7 million cumulative effect of accounting change related to the consolidation of R. M. Services, Inc., a bill collection company that was once a subsidiary of Yankee Energy System, Inc. NU merged with Yankee Energy in March 2000 and sold R. M. Services in June 2001, retaining a preferred equity interest. In connection with the adoption of FASB Interpretation No. 46 "Consolidation of Variable Interest Entities," effective July 1, 2003, NU was required to consolidate R. M. Services Inc. into NU's financial statements and to adjust its equity interest as a cumulative effect of an accounting change. Third quarter 2002 results included a net after-tax gain of $14.5 million, or $0.11 per share, related to the elimination of certain reserves associated with NU's former ownership share of the Seabrook nuclear plant, which was sold in November 2002. The following table reconciles third quarter and year-to- date earnings on a reported and adjusted basis: Third Year-to-Date Quarter 2002 Reported EPS $0.38 $0.74 Significant items Investment write-downs --- $0.08 Seabrook 2 items ($0.11) ($0.11) 2002 Adjusted EPS $0.27 $0.71 Lower regulated results ($0.09) ($0.26) Reduced trading losses --- $0.14 Improved competitive results $0.12 $0.34 Lower NU parent interest cost--net $0.02 $0.04 Lower share count $0.01 $0.02 Other $0.02 $0.04 2003 Adjusted EPS $0.35 $1.03 Significant R.M. Services item accounting change ($0.04) ($0.04) 2003 Reported EPS $0.31 $0.99 NU's competitive energy businesses earned $6.9 million in the third quarter of 2003, compared with a loss of $9.0 million in the same period of 2002. Over the first nine months of 2003, those businesses earned $24.0 million, compared with a loss of $38.7 million in the first nine months of 2002. Morris said better third-quarter operating performance at NU's competitive businesses reflect better margins on wholesale and retail contracts and better performance at Northeast Generation Company, which owns nearly 1,300 megawatts of primarily hydroelectric and pumped storage generating capacity in Massachusetts and Connecticut. "We continue to be pleased with the return to profitability of our competitive energy businesses," Morris said. "We believe that those businesses will earn between $0.20 a share and $0.25 a share in 2003." Morris noted that earnings estimates for NU's competitive energy businesses exclude any potential negative impact on Select Energy from an ongoing dispute involving Select Energy's contract to provide The Connecticut Light and Power Company (CL&P) with 50 percent of its standard offer service through the end of 2003. The dispute, now before an administrative law judge at the Federal Energy Regulatory Commission (FERC), relates to whether Select Energy or CL&P's retail customers are responsible for an estimated $90 million of costs associated with the implementation of locational marginal pricing in March 2003. A FERC decision is expected in 2004. Morris said earnings at NU's regulated electric companies fell due to lower pension income and the Seabrook sale. Primarily as a result of an adjustment to unbilled electric revenues, third quarter 2003 regulated retail electric sales were up 4.9 percent in the third quarter of 2003 compared with the same period of 2002. Absent that change, retail electric sales would have been down 0.3 percent due to cooler summer weather. The adjustment to unbilled revenues had a negative impact on Yankee Gas Services Company, which serves approximately 191,000 natural gas customers in Connecticut. Together, the adjustments to unbilled revenues increased NU's net income by approximately $6.7 million in the third quarter of 2003. CL&P earned $29.0 million in the third quarter of 2003, compared with $27.9 million in the same period of 2002. Through September 30, 2003, CL&P earned $59.0 million, compared with $58.2 million in the same period of 2002. Public Service Company of New Hampshire (PSNH) earned $12.6 million in the third quarter of 2003, compared with $19.5 million in the same period of 2002. Through September 30, 2003, PSNH earned $34.5 million, compared with $46.4 million in the first three quarters of 2002. Morris said PSNH earnings comparisons continue to be negatively affected by the sale of Seabrook. Western Massachusetts Electric Company (WMECO) earned $5.2 million in the third quarter of 2003, compared with $4.7 million in the same period of 2002. Through September 30, 2003, WMECO earned $13.9 million, compared with $26.9 million in the same period of 2002. Morris said the significant decrease in WMECO earnings is due primarily to the recognition of $13 million in investment tax credits in the second quarter of 2002 as a result of a regulatory decision. Yankee Gas lost $9.6 million in the third quarter of 2003, compared with a loss of $5.8 million in the third quarter of 2002. Through September 30, 2003, Yankee Gas earned $3.4 million, compared with earnings of $6.1 million in the same period of 2002. Lower Yankee Gas earnings are primarily due to lower revenues in the third quarter as a result of a downward adjustment in estimated unbilled revenues. Morris said NU has narrowed its forecasted earnings in 2003 from between $1.10 per share and $1.30 per share to between $1.20 per share and $1.30 per share, including the $0.20-$0.25 per share from competitive businesses noted above. Those ranges exclude any potential losses at Select Energy due to the ongoing dispute over locational marginal pricing. NU also has established an earnings range of between $1.20 per share and $1.40 per share for 2004. That range reflects earnings of between $1.08 and $1.20 per share at NU's regulated businesses and between $0.22 and $0.30 per share at NU's competitive businesses. The 2004 earnings range also reflects $0.10 per share of parent company after-tax expenses, primarily related to interest expense. NU has approximately 127 million common shares outstanding. Morris said NU's 2004 earnings range is dependent on a number of factors, including the outcome of state rate cases involving CL&P and PSNH and a FERC rate case involving NU's transmission tariffs. A final decision from the Connecticut Department of Public Utility Control is due December 15, 2003 with new rates effective January 1, 2004. The filing of a PSNH rate case is expected by the end of this year with new rates to be effective February 1, 2004. NU's subsidiaries filed the transmission rate case with the FERC on August 26, 2003, and a final decision is expected in 2004. NU's regulated companies provide electric service to more than 1.8 million retail electric customers in Connecticut, New Hampshire, and Massachusetts and natural gas service to 191,000 customers in Connecticut. Morris said that competitive business earnings in 2004 are heavily dependent on Select Energy's ability to renew and secure new profitable electricity and natural gas supply contracts in the Northeast United States. 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 meeting this morning at 7:30 a.m. Eastern Daylight Time. The call can be accessed through NU's website at www.nu.com. EX-99.15 OTH FIN ST 4 nu8kexh992102703.txt NU Q3 2003 FINANCIALS Exhibit 99.2 Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Statements of Income ---------------------------------
Three Months Ended September 30, ------------------- 2003 2002 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 2,054,274 $ 1,414,304 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 1,445,482 850,757 Other 224,606 184,110 Maintenance 55,687 68,271 Depreciation 50,879 50,946 Amortization 53,995 59,160 Amortization of rate reduction bonds 40,729 35,380 Taxes other than income taxes 53,169 47,585 Gain on sale of utility plant - - ----------- ----------- Total operating expenses 1,924,547 1,296,209 ----------- ----------- Operating Income 129,727 118,095 Interest Expense: Interest on long-term debt 32,010 34,137 Interest on rate reduction bonds 26,863 28,751 Other interest 4,474 4,825 ----------- ----------- Interest expense, net 63,347 67,713 ----------- ----------- Other Income, Net 4,678 32,059 ----------- ----------- Income Before Income Tax Expense 71,058 82,441 Income Tax Expense 25,689 32,476 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 45,369 49,965 Preferred Dividends of Subsidiaries 1,390 1,390 ----------- ----------- Income Before Cumulative Effect of Accounting Change 43,979 48,575 Cumulative effect of accounting change, net of tax benefit of $2,553 (4,741) - ----------- ----------- Net Income $ 39,238 $ 48,575 =========== =========== Fully Diluted Earnings Per Common Share: Income Before Cumulative Effect of Accounting Change $ 0.35 $ 0.38 Cumulative effect of accounting change, net of tax benefit (0.04) - ----------- ----------- Fully Diluted Earnings Per Common Share $ 0.31 $ 0.38 =========== =========== Fully Diluted Common Shares Outstanding (average) 127,303,973 129,508,794 =========== ===========
Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Statements of Income ---------------------------------
Nine Months Ended September 30, ------------------- 2003 2002 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 5,200,252 $ 3,840,693 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 3,408,712 2,204,434 Other 645,156 580,865 Maintenance 169,859 194,032 Depreciation 151,044 156,757 Amortization 132,791 85,114 Amortization of rate reduction bonds 115,232 116,016 Taxes other than income taxes 178,603 177,043 Gain on sale of utility plant - - ----------- ----------- Total operating expenses 4,801,397 3,514,261 ----------- ----------- Operating Income 398,855 326,432 Interest Expense: Interest on long-term debt 93,496 101,500 Interest on rate reduction bonds 82,088 87,539 Other interest 10,835 14,569 ----------- ----------- Interest expense, net 186,419 203,608 ----------- ----------- Other Income, Net 6,008 19,715 ----------- ----------- Income Before Income Tax Expense 218,444 142,539 Income Tax Expense 83,223 42,296 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 135,221 100,243 Preferred Dividends of Subsidiaries 4,169 4,169 ----------- ----------- Income Before Cumulative Effect of Accounting Change 131,052 96,074 Cumulative effect of accounting change, net of tax benefit of $2,553 (4,741) - ----------- ----------- Net Income $ 126,311 $ 96,074 =========== =========== Fully Diluted Earnings Per Common Share: Income Before Cumulative Effect of Accounting Change $ 1.03 $ 0.74 Cumulative effect of accounting change, net of tax benefit (0.04) - ----------- ----------- Fully Diluted Earnings Per Common Share $ 0.99 $ 0.74 =========== =========== Fully Diluted Common Shares Outstanding (average) 127,086,417 129,737,249 =========== ===========
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 September 30, ------------------- 2003 2002 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 6,575,881 $ 5,136,150 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 4,230,380 2,956,131 Other 816,773 763,120 Maintenance 239,315 244,840 Depreciation 199,933 203,688 Amortization 360,632 137,120 Amortization of rate reduction bonds 147,805 160,588 Taxes other than income taxes 229,078 225,502 Gain on sale of utility plant (187,113) - ----------- ----------- Total operating expenses 6,036,803 4,690,989 ----------- ----------- Operating Income 539,078 445,161 Interest Expense: Interest on long-term debt 126,467 137,105 Interest on rate reduction bonds 110,340 117,452 Other interest 16,515 19,687 ----------- ----------- Interest expense, net 253,322 274,244 ----------- ----------- Other Income, Net 30,121 30,698 ----------- ----------- Income Before Income Tax Expense 315,877 201,615 Income Tax Expense 123,231 50,284 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 192,646 151,331 Preferred Dividends of Subsidiaries 5,559 5,274 ----------- ----------- Income Before Cumulative Effect of Accounting Change 187,087 146,057 Cumulative effect of accounting change, net of tax benefit of $2,553 (4,741) - ----------- ----------- Net Income $ 182,346 $ 146,057 =========== =========== Fully Diluted Earnings Per Common Share: Income Before Cumulative Effect of Accounting Change $ 1.47 $ 1.12 Cumulative effect of accounting change, net of tax benefit (0.04) - ----------- ----------- Fully Diluted Earnings Per Common Share $ 1.43 $ 1.12 =========== =========== Fully Diluted Common Shares Outstanding (average) 127,359,186 130,148,887 =========== ===========
Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Balance Sheets ---------------------------
September 30, December 31, 2003 2002 ------------ ----------- (Thousands of Dollars) ASSETS - ------ Current Assets: Cash and cash equivalents $ 118,138 $ 54,678 Restricted cash 45,760 - Special deposits 75,657 43,261 Investments in securitizable assets 215,592 178,908 Receivables, net 637,039 767,089 Unbilled revenues 95,498 126,236 Fuel, materials and supplies, at average cost 160,400 119,853 Derivative assets 103,768 130,929 Prepayments and other 81,556 110,261 ----------- ----------- 1,533,408 1,531,215 ----------- ----------- Property, Plant and Equipment: Electric utility 5,360,649 5,141,951 Gas utility 708,986 679,055 Competitive energy 886,478 866,294 Other 209,040 205,115 ----------- ----------- 7,165,153 6,892,415 Less: Accumulated depreciation 2,564,544 2,484,613 ----------- ----------- 4,600,609 4,407,802 Construction work in progress 374,691 320,567 ----------- ----------- 4,975,300 4,728,369 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets 2,947,670 3,076,095 Goodwill and other purchased intangible assets, net 343,904 345,867 Prepaid pension 352,668 328,890 Other 445,418 433,444 ----------- ----------- 4,089,660 4,184,296 ----------- ----------- Total Assets $10,598,368 $10,443,880 =========== ===========
September 30, December 31, 2003 2002 ------------ ----------- (Thousands of Dollars) LIABILITIES AND CAPITALIZATION - ------------------------------ Current Liabilities: Notes payable to banks $ 40,000 $ 56,000 Long-term debt - current portion 59,327 56,906 Accounts payable 787,024 776,219 Accrued taxes 68,816 141,667 Accrued interest 57,820 40,597 Derivative liabilities 65,866 63,900 Other 205,501 208,680 ----------- ----------- 1,284,354 1,343,969 ----------- ----------- Rate Reduction Bonds 1,772,637 1,899,312 ----------- ----------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 1,362,713 1,436,507 Accumulated deferred investment tax credits 103,607 106,471 Deferred contractual obligations 321,197 354,469 Other 878,146 689,287 ----------- ----------- 2,665,663 2,586,734 ----------- ----------- Capitalization: Long-Term Debt 2,505,222 2,287,144 ----------- ----------- Preferered Stock - Nonredeemable 116,200 116,200 ----------- ----------- Common Shareholders' Equity: Common shares, $5 par value - authorized 225,000,000 shares; 150,098,023 shares issued and 127,254,402 shares outstanding in 2003 and 149,375,847 shares issued and 127,562,031 shares outstanding in 2002 750,492 746,879 Capital surplus, paid in 1,106,466 1,108,338 Deferred contribution plan - employee stock ownership plan (76,970) (87,746) Retained earnings 837,963 765,611 Accumulated other comprehensive (loss)/income (2,862) 14,927 Treasury Stock (360,797) (337,488) ----------- ----------- Common Shareholders' Equity 2,254,292 2,210,521 ----------- ----------- Total Capitalization 4,875,714 4,613,865 ----------- ----------- Total Liabilities and Capitalization $10,598,368 $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-----