-----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, UxZirdvNgwsVN9vyv9El6GYabHV5PIOnFbPTLOe01/HEyAzj3vW/fnHk/pchM7hB Tloq0lHFfZn6JWUITkfbEQ== 0000072741-04-000046.txt : 20040430 0000072741-04-000046.hdr.sgml : 20040430 20040430090009 ACCESSION NUMBER: 0000072741-04-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040429 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040430 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: 04767436 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 cover8kq12004results042904.txt NU 8-K 043004 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 29, 2004 ------------------- 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 April 29, 2004, Northeast Utilities issued a press release relating to its financial results for the first quarter 2004. A copy of the press release is attached as Exhibit 99.1. Exhibits 99.1 and 99.2, which are incorporated in Item 9 by reference thereto, are furnished pursuant to Regulation FD. EXHIBIT INDEX Exhibit 99.1 Northeast Utilities Press Release dated April 29, 2004. Exhibit 99.2 Financial Report for the three month period ending March 31, 2004. [SIGNATURE PAGE TO FOLLOW] 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 30, 2004 EX-99 2 nuexh991prsrls042904.txt EXHIBIT 99.1 PRESS RELEASE 042904 Exhibit 99.1 News Release CONTACT: Jeffrey R. Kotkin OFFICE: (860) 665-5154 NU REPORTS FIRST-QUARTER EARNINGS BERLIN, Connecticut, April 29, 2004 - Northeast Utilities (NU-NYSE) today reported first-quarter 2004 earnings of $67.4 million, or $0.53 per share, compared with earnings of $60.2 million, or $0.47 per share, in the first quarter of 2003. Charles W. Shivery, NU chairman, president and chief executive officer, said the improved results were driven primarily by increased earnings at NU's competitive energy businesses. Those businesses, which include Select Energy, Inc., NU's competitive wholesale and retail energy marketing subsidiary, earned $18.8 million in the first quarter of 2004, compared with $5.2 million in the same period of 2003. The following table reconciles 2004 and 2003 first quarter earnings: First Quarter 2003 Reported EPS $0.47 Lower regulated results ($0.04) Improved competitive results $0.11 Other ($0.01) 2004 Reported EPS $0.53 Select Energy's wholesale business, which includes approximately 1,440 megawatts of primarily hydroelectric generation assets, earned $16.8 million in the first quarter of 2004, compared with approximately $6.8 million in the same period of 2003. Select Energy's retail marketing business earned $2.3 million in the first quarter of 2004, compared with a loss of $1.9 million in the first quarter of 2003. NU's energy services businesses lost $0.2 million in the first quarter of 2004, compared with a profit of $0.4 million in the first quarter of 2003. Shivery attributed the improved performance in the marketing businesses primarily to improved margins and higher retail volumes. He also said that Select Energy's earnings profile in the first half of 2004 will be quite different from the first six months of 2003, particularly in the wholesale business. Select Energy's cost per kilowatt-hour for procuring electricity is relatively flat throughout 2004. However, contracted sales prices to some of Select Energy's wholesale customers were relatively high in the first quarter and will be lower in the second quarter, creating better wholesale margins in the first quarter of 2004 and lower margins in the second quarter. Overall, Shivery said, NU expects first half competitive business earnings in 2004 to be well ahead of results in the first half of 2003, when those businesses earned approximately $17 million, but second quarter 2004 earnings for those businesses are projected to be significantly below results in the same period of 2003. NU's competitive businesses now are expected to earn in the middle to upper end of their previously announced 2004 earnings range of between $0.22 per share and $0.30 per share. NU has approximately 128 million NU common shares outstanding. Combined earnings at NU's regulated businesses declined in the first quarter of 2004, compared with the first quarter of 2003, primarily due to higher depreciation and pension expense. Higher earnings at The Connecticut Light and Power Company (CL&P) and Public Service Company of New Hampshire (PSNH) were more than offset by lower results at Yankee Gas Services Company and Western Massachusetts Electric Company (WMECO). Regulated electric sales rose by 2.7 percent in the first quarter of 2004, compared with the same period of 2003. CL&P earnings totaled $26.2 million after payment of preferred dividends in the first quarter of 2004, compared with $25.3 million in the first quarter of 2003. In the first quarter of 2004, distribution and transmission rate increases and a 2.0 percent increase in retail electric sales at CL&P more than offset expected higher depreciation and other expense and lower pension income. PSNH earned $11.8 million in the first quarter of 2004, compared with $10.8 million in the same period of 2003, primarily as a result of a 6.9 percent increase in retail sales. Yankee Gas earned $11.9 million in the first quarter of 2004, compared with $15.8 million in the first quarter of 2003. Lower Yankee Gas earnings resulted from higher pension, interest and depreciation expense and an August 2003 change in the company's rate design. That change shifted some of Yankee Gas' cost recovery to more stable fixed monthly charges from more variable energy charges. That shift will reduce earnings in the higher-use first and fourth quarters and improve results in the lower-use second and third quarters. WMECO earned $3.5 million in the first quarter of 2004, compared with $6.1 million in the first quarter of 2003. Lower WMECO earnings were due primarily to lower pension income and higher depreciation and interest expense. Shivery said NU continues to project consolidated earnings of between $1.20 per share and $1.40 per share, including between $1.08 per share and $1.20 per share for the regulated businesses. The consolidated figures include the competitive business earnings noted above and parent company costs of approximately $0.10 per share related to interest and other expenses. 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 Home, Business, Life with a full range of energy-related products and services to millions of residential and business customers from Maine to Maryland. From delivering electricity and natural gas, to marketing energy products, 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. # # # NU will webcast an investor conference call today at 4 p.m. Eastern Daylight Time. A link to the call will be available on NU's website at www.nu.com. EX-99 3 nu8kexh992.txt EXHIBIT 99.2 Q1 2004 FINANCIALS Exhibit 99.2 Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Statements of Income ---------------------------------
Three Months Ended March 31, ------------------- 2004 2003 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 1,838,287 $ 1,584,183 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 1,176,215 965,041 Other 227,621 189,272 Maintenance 57,211 45,892 Depreciation 54,573 49,473 Amortization 29,291 57,299 Amortization of rate reduction bonds 42,999 39,200 Taxes other than income taxes 77,589 73,974 Gain on sale of utility plant - - ----------- ----------- Total operating expenses 1,665,499 1,420,151 ----------- ----------- Operating Income 172,788 164,032 Interest Expense: Interest on long-term debt 32,738 32,940 Interest on rate reduction bonds 25,695 27,861 Other interest 4,347 2,744 ----------- ----------- Interest expense, net 62,780 63,545 ----------- ----------- Other Income, Net 1,687 576 ----------- ----------- Income Before Income Tax Expense 111,695 101,063 Income Tax Expense 42,863 39,469 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 68,832 61,594 Preferred Dividends of Subsidiaries 1,390 1,390 ----------- ----------- Income Before Cumulative Effect of Accounting Change 67,442 60,204 Cumulative effect of accounting change, net of tax benefit of $2,553 - - ----------- ----------- Net Income $ 67,442 $ 60,204 =========== =========== Fully Diluted Earnings Per Common Share: Income Before Cumulative Effect of Accounting Change $ 0.53 $ 0.47 Cumulative effect of accounting change, net of tax benefit - - ----------- ----------- Fully Diluted Earnings Per Common Share $ 0.53 $ 0.47 =========== =========== Fully Diluted Common Shares Outstanding (average) 128,061,086 127,111,272 =========== ===========
Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Statements of Income ---------------------------------
Twelve Months Ended March 31, ------------------- 2004 2003 ---- ---- (Thousands of Dollars, Except Share Information) Operating Revenues $ 6,323,261 $ 5,541,954 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 3,941,591 3,290,439 Other 938,786 743,722 Maintenance 243,349 257,067 Depreciation 209,489 202,905 Amortization 154,667 350,009 Amortization of rate reduction bonds 156,970 141,629 Taxes other than income taxes 236,287 226,895 Gain on sale of utility plant - (187,113) ----------- ----------- Total operating expenses 5,881,139 5,025,553 ----------- ----------- Operating Income 442,122 516,401 Interest Expense: Interest on long-term debt 126,057 134,438 Interest on rate reduction bonds 106,193 114,091 Other interest 13,342 18,640 ----------- ----------- Interest expense, net 245,592 267,169 ----------- ----------- Other Income, Net 675 58,401 ----------- ----------- Income Before Income Tax Expense 197,205 307,633 Income Tax Expense 63,256 108,402 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 133,949 199,231 Preferred Dividends of Subsidiaries 5,559 5,559 ----------- ----------- Income Before Cumulative Effect of Accounting Change 128,390 193,672 Cumulative effect of accounting change, net of tax benefit of $2,553 (4,741) - ----------- ----------- Net Income $ 123,649 $ 193,672 =========== =========== Fully Diluted Earnings Per Common Share: Income Before Cumulative Effect of Accounting Change $ 1.01 $ 1.51 Cumulative effect of accounting change, net of tax benefit 0.04 - ----------- ----------- Fully Diluted Earnings Per Common Share $ 0.97 $ 1.51 =========== =========== Fully Diluted Common Shares Outstanding (average) 127,486,189 128,673,373 =========== ===========
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 Balance Sheets ---------------------------
March 31, December 31, 2004 2003 ------------ ----------- (Thousands of Dollars) ASSETS - ------ Current Assets: Cash and cash equivalents $ 76,050 $ 37,196 Unrestricted cash from counterparties 70,905 46,496 Restricted cash - LMP costs 123,681 93,630 Special deposits 35,477 79,120 Investments in securitizable assets 186,821 166,465 Receivables, net 727,378 704,893 Unbilled revenues 117,121 125,881 Fuel, materials and supplies, at average cost 122,487 154,076 Derivative assets 426,660 301,194 Prepayments and other 57,413 63,780 ----------- ----------- 1,943,993 1,772,731 ----------- ----------- Property, Plant and Equipment: Electric utility 5,556,220 5,465,854 Gas utility 757,869 743,990 Competitive energy 888,700 885,953 Other 224,972 221,986 ----------- ----------- 7,427,761 7,317,783 Less: Accumulated depreciation 2,283,625 2,244,263 ----------- ----------- 5,144,136 5,073,520 Construction work in progress 375,262 356,396 ----------- ----------- 5,519,398 5,429,916 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets 2,904,249 2,974,022 Goodwill 319,986 319,986 Purchased intangible assets, net 22,054 22,956 Prepaid pension 359,982 360,706 Other 451,364 428,567 ----------- ----------- 4,057,635 4,106,237 ----------- ----------- Total Assets $11,521,026 $11,308,884 =========== ===========
March 31, December 31, 2004 2003 ------------ ----------- (Thousands of Dollars) LIABILITIES AND CAPITALIZATION - ------------------------------ Current Liabilities: Notes payable to banks $ 10,000 $ 105,000 Long-term debt - current portion 67,676 64,936 Accounts payable 839,865 768,783 Accrued taxes 66,192 51,598 Accrued interest 58,123 41,653 Derivative liabilities 228,510 164,689 Other 238,975 249,576 ----------- ----------- 1,509,341 1,446,235 ----------- ----------- Rate Reduction Bonds 1,682,500 1,729,960 ----------- ----------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 1,313,425 1,287,354 Accumulated deferred investment tax credits 101,713 102,652 Deferred contractual obligations 455,995 469,218 Regulatory liabilities 1,200,520 1,164,288 Other 243,239 247,526 ----------- ----------- 3,314,892 3,271,038 ----------- ----------- Capitalization: Long-Term Debt 2,564,737 2,481,331 ----------- ----------- Preferered Stock of Subsidiaries - Non-Redeemable 116,200 116,200 ----------- ----------- Common Shareholders' Equity: Common shares, $5 par value - authorized 225,000,000 shares; 150,562,489 shares issued and 127,942,036 shares outstanding in 2004 and 150,398,403 shares issued and 127,695,999 shares outstanding in 2003 752,812 751,992 Capital surplus, paid in 1,110,094 1,108,924 Deferred contribution plan - employee stock ownership plan (70,665) (73,694) Retained earnings 857,197 808,932 Accumulated other comprehensive income 42,857 25,991 Treasury stock (358,939) (358,025) ----------- ----------- Common Shareholders' Equity 2,333,356 2,264,120 ----------- ----------- Total Capitalization 5,014,293 4,861,651 ----------- ----------- Total Liabilities and Capitalization $11,521,026 $11,308,884 =========== ===========
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 Cash Flows -------------------------------------
Three Months Ended March 31, ------------------------ 2004 2003 --------- -------- (Thousands of Dollars) Operating Activities: Income before preferred dividends of subsidiaries $ 68,832 $ 61,594 Adjustments to reconcile to net cash flows provided by operating activities: Depreciation 54,573 49,473 Deferred income taxes and investment tax credits, net 20,028 (22,468) Amortization 29,291 57,299 Amortization of rate reduction bonds 42,999 39,200 Amortization of recoverable energy costs 10,189 6,269 Increase/(decrease) in prepaid pension 724 (7,650) Regulatory (refunds)/overrecoveries (7,330) 46,702 Other sources of cash 9,884 9,737 Other uses of cash (61,176) (38,766) Changes in current assets and liabilities: Restricted cash - LMP costs (30,051) - Unrestricted cash from counterparties (24,409) (17,936) Receivables and unbilled revenues, net (13,725) 74,564 Fuel, materials and supplies 31,589 8,622 Investments in securitizable assets (20,356) 23,149 Other current assets (excludes cash) (37,389) (87,989) Accounts payable 71,082 (88,484) Accrued taxes 14,594 (56,908) Other current liabilities 87,245 69,338 --------- --------- Net cash flows provided by operating activities 246,594 125,746 --------- --------- Investing Activities: Investments in plant: Electric, gas and other utility plant (122,969) (91,808) Competitive energy assets (5,697) (4,984) --------- --------- Cash flows used for investments in plant (128,666) (96,792) Other investment activities 6,551 6,571 --------- --------- Net cash flows used in investing activities (122,115) (90,221) --------- --------- Financing Activities: Issuance of common shares 2,522 6,979 Repurchase of common shares (915) (23,209) Issuance of long-term debt 82,438 44,338 Retirement of rate reduction bonds (47,460) (42,901) (Decrease)/increase in short-term debt (95,000) 39,000 Reacquisitions and retirements of long-term debt (6,405) (14,324) Cash dividends on preferred stock of subsidiaries (1,390) (1,390) Cash dividends on common shares (19,177) (17,469) Other financing activities (238) (204) --------- --------- Net cash flows used in financing activities (85,625) (9,180) --------- --------- Net increase in cash and cash equivalents 38,854 26,345 Cash and cash equivalents - beginning of period 37,196 54,678 --------- --------- Cash and cash equivalents - end of period $ 76,050 $ 81,023 ========= =========
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-----