-----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, SEwRt8EhHni/wl1Q4ec3P5AU6raonjjo6mOw3Rj/TLFvzwRgJMAev8Va2GYq7oyJ TiACkQlVA4TYKoOjCu5VJQ== 0000072741-04-000095.txt : 20040728 0000072741-04-000095.hdr.sgml : 20040728 20040728104527 ACCESSION NUMBER: 0000072741-04-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040728 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: 04934803 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 cover8kq22004results072804.txt NU 8K 072804 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 28, 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.) ONE FEDERAL STREET, BUILDING 111-4, SPRINGFIELD MASSACHUSETTS 01105 ----------------------------------------------------------------- (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 28, 2004, Northeast Utilities issued a press release relating to its financial results for the second quarter 2004. A copy of the news 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 News Release dated July 28, 2004. Exhibit 99.2 Financial Report for the three and six month periods ending June 30, 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: June 28, 2004 EX-99 2 nu8kexh991072804.txt NU NEWS RELEASE 072804 Exhibit 99.1 CONTACT: Jeffrey R. Kotkin OFFICE: (860) 665-5154 NU REPORTS SECOND QUARTER EARNINGS BERLIN, Connecticut, July 28, 2004- Northeast Utilities (NU-NYSE) today reported second quarter 2004 earnings of $22.9 million, or $0.18 per fully diluted share, compared with earnings of $26.9 million, or $0.21 per fully diluted share, in the second quarter of 2003. For the first six months of 2004, NU earned $90.3 million, or $0.71 per share, compared with earnings of $87.1 million, or $0.69 per share fully diluted, in the first half of 2003. Results for the second quarter and first half of 2004 include the write-down of approximately half of NU's $7.5 million investment in a fuel cell development company. That write-down reduced earnings by $0.02 per share. The following table reconciles 2004 and 2003 second quarter and first half earnings. Additional tables reconciling 2004 and 2003 results by business lines and regulated companies are included at the end of the news release. Second First Half Quarter 2003 Reported EPS $0.21 $0.69 Regulated results $0.09 $0.05 Competitive results ($0.07) $0.04 Investment write-downs ($0.02) ($0.03) Other ($0.03) ($0.04) 2004 Reported EPS $0.18 $0.71 Charles W. Shivery, NU chairman, president, and chief executive officer, said NU's second quarter results reflect improved results at three of NU's Utility Group companies, offset by an anticipated decline in earnings at NU Enterprises, Inc. (NUEI). Shivery noted that NUEI, which includes Select Energy, Inc., NU's competitive energy marketing subsidiary, earned $2.9 million in the second quarter of 2004 and $21.7 million in the first half of 2004, compared with earnings of $11.9 million in the second quarter of 2003 and $17.1 million in the first half of 2003. Shivery said NUEI's wholesale marketing business, including its ownership of approximately 1,440 megawatts of pumped storage, coal and hydroelectric generation assets, earned $8.4 million less in the second quarter of 2004 compared with 2003 and $1.6 million more in the first half of 2004, compared with the first half of 2003. As described earlier this year, Select Energy's 2004 earnings pattern is significantly affected by seasonal margins in its wholesale business. Select Energy's cost per kilowatt-hour for procuring electricity is relatively flat throughout the year. However, contracted sales prices with some of Select Energy's wholesale customers were higher in the first quarter and lower in the second quarter of 2004, creating better margins in the first quarter of 2004 and lower margins in the second quarter. Improvements in NUEI's retail marketing business were due primarily to increased volume and margins. Combined earnings at NU's four regulated businesses increased by $11.6 million in the second quarter of 2004, compared with the same period of 2003, and by $6.9 million in the first half of 2004, compared with the first half of 2003. Higher second quarter earnings at The Connecticut Light and Power Company (CL&P) were due primarily to a retail rate increase which took effect on January 1, 2004 and higher retail sales. Western Massachusetts Electric Company's reduced results in the first half of 2004 were due to reduced pension income and higher depreciation expense. Yankee Gas Services Company second quarter results benefited from lower tax expense. Public Service Company of New Hampshire's second quarter results were negatively affected by higher pension and other operating costs. Regulated retail electric sales increased 3.7 percent in the first half of 2004, compared with the first half of 2003, 4.6 percent on a weather adjusted basis. Second quarter retail electric sales increased 4.8 percent in 2004 compared with the same period of 2003, 5.7 percent on a weather adjusted basis. Shivery attributed the higher sales to a number of factors, including higher use per residential customer and the acquisition of approximately 11,000 customer accounts on January 1, 2004 from Connecticut Valley Electric Company. Shivery said there were minimal impacts in the second quarter from ongoing rate cases involving NU's regulated companies. The Connecticut Department of Public Utility Control is scheduled to finalize a decision by August 4 on reconsideration of last December's CL&P distribution and transmission rate case decision. As a result, there was little impact from a June 24, 2004 draft decision recorded in CL&P's second quarter results. Likewise, an agreement filed earlier this month with the New Hampshire Public Utilities Commission to raise PSNH retail distribution rates by $3.5 million on October 1, 2004 and $10 million on June 1, 2005, had no impact on this past quarter. Shivery said a pending settlement of NU's transmission rate case before the Federal Energy Regulatory Commission resulted in an after-tax charge of approximately $1.1 million in the second quarter of 2004. Parent company losses were higher in the second quarter of 2004 due in part to greater benefits from an interest rate swap in the second quarter of 2003. Shivery said NU continues to estimate that it will earn between $1.20 per share and $1.40 per share in 2004. Financial results for each business line and regulated subsidiary are as follows: Three months ended June 30, 2004 Second Second Increase (in millions of dollars) Quarter Quarter (Decrease) 2004 2003 Wholesale marketing $4.2 $12.6 ($8.4) Retail marketing $0.3 ($2.0) $2.3 Services and other ($1.6) $1.3 ($2.9) NUEI total $2.9 $11.9 ($9.0) CL&P $17.3 $4.7 $12.6 PSNH $6.0 $11.1 ($5.1) WMECO $3.6 $2.6 $1.0 Yankee Gas $0.2 ($2.9) $3.1 Utility Group total $27.1 $15.5 $11.6 Investment write-down ($2.4) --- ($2.4) Parent and other ($4.7) ($0.5) ($4.2) Reported Earnings $22.9 $26.9 ($4.0) Six Months Ended June 30, 2004 First Half First Half Increase (in millions of dollars) 2004 2003 (Decrease) Wholesale marketing $21.0 $19.4 $1.6 Retail marketing $2.6 ($3.9) $6.5 Services and other ($1.9) $1.6 ($3.5) NUEI total $21.7 $17.1 $4.6 CL&P $43.5 $30.0 $13.5 PSNH $17.8 $21.9 ($4.1) WMECO $7.1 $8.7 ($1.6) Yankee Gas $12.1 $13.0 ($0.9) Utility Group $80.5 $73.6 $6.9 total Investment write-downs ($3.9) --- ($3.9) Parent and other ($8.0) ($3.6) ($4.4) Reported Earnings $90.3 $87.1 $3.2 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 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 nu8kexh992072804.txt NU Q2 2004 RESULTS Exhibit 99.2 Northeast Utilities and Subsidiaries ------------------------------------ Consolidated Balance Sheets ---------------------------
June 30, December 31, 2004 2003 ------------ ----------- (Thousands of Dollars) ASSETS - ------ Current Assets: Cash and cash equivalents $ 75,265 $ 37,196 Unrestricted cash from counterparties 104,976 46,496 Restricted cash - LMP costs 123,887 93,630 Special deposits 28,147 79,120 Investments in securitizable assets 190,388 166,465 Receivables, net 648,659 704,893 Unbilled revenues 102,597 125,881 Fuel, materials and supplies, at average cost 154,459 154,076 Derivative assets 365,991 249,117 69,106 63,780 ----------- ----------- Prepayments and other 1,863,475 1,720,654 ----------- ----------- Property, Plant and Equipment: Electric utility 5,702,856 5,465,854 Gas utility 763,605 743,990 Competitive energy 902,871 885,953 Other 238,402 221,986 ----------- ----------- 7,607,734 7,317,783 Less: Accumulated depreciation 2,320,807 2,244,263 ----------- ----------- 5,286,927 5,073,520 Construction work in progress 354,823 356,396 ----------- ----------- 5,641,750 5,429,916 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets 2,854,344 2,974,022 Goodwill 319,986 319,986 Purchased intangible assets, net 21,153 22,956 Prepaid pension 358,250 360,706 Other 454,831 428,567 ------------ ----------- 4,008,564 4,106,237 ------------ ----------- Total Assets $11,513,789 $11,256,807 =========== ===========
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 ---------------------------
June 30, December 31, 2004 2003 ------------ ----------- (Thousands of Dollars) LIABILITIES AND CAPITALIZATION - ------------------------------ Current Liabilities: Notes payable to banks $ 5,807 $ 105,000 Long-term debt - current portion 89,114 64,936 Accounts payable 903,122 768,783 Accrued taxes 27,148 51,598 Accrued interest 43,310 41,653 Derivative liabilities 163,050 112,612 Counterparty deposits 104,976 46,496 Other 214,378 203,080 ----------- ----------- 1,550,905 1,394,158 ----------- ----------- Rate Reduction Bonds 1,639,344 1,729,960 ----------- ----------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 1,346,602 1,287,354 Accumulated deferred investment tax credits 101,000 102,652 Deferred contractual obligations 436,837 469,218 Regulatory liabilities 1,239,698 1,164,288 Other 248,818 247,526 ----------- ----------- 3,372,955 3,271,038 ----------- ----------- Capitalization: Long-Term Debt 2,510,927 2,481,331 ----------- ----------- Preferred Stock of Subsidiaries - Non-Redeemable 116,200 116,200 ----------- ----------- Common Shareholders' Equity: Common shares, $5 par value - authorized 225,000,000 shares; 150,578,806 shares issued and 128,098,320 shares outstanding in 2004 and 150,398,403 shares issued and 127,695,999 shares outstanding in 2003 752,894 751,992 Capital surplus, paid in 1,110,135 1,108,924 Deferred contribution plan - employee stock ownership plan (67,274) (73,694) Retained earnings 840,082 808,932 Accumulated other comprehensive income 46,645 25,991 Treasury stock, 19,573,433 shares in 2004 and 19,518,023 shares in 2003 (359,024) (358,025) ----------- ----------- Common Shareholders' Equity 2,323,458 2,264,120 ----------- ----------- Total Capitalization 4,950,585 4,861,651 ----------- ----------- Total Liabilities and Capitalization $11,513,789 $11,256,807 =========== ===========
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 ---------------------------------
Three Months Ended June 30, ---------------------------- 2004 2003 ----------- ------------- (Thousands of Dollars, Except Share Information) Operating Revenues $ 1,524,666 $ 1,330,038 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 914,200 767,002 Other 270,737 230,708 Maintenance 67,673 68,280 Depreciation 55,561 50,692 Amortization 28,087 22,890 Amortization of rate reduction bonds 38,294 35,303 Taxes other than income taxes 55,695 51,460 Gain on sale of utility plant - - ----------- ----------- Total operating expenses 1,430,247 1,226,335 ----------- ----------- Operating Income 94,419 103,703 Interest Expense: Interest on long-term debt 33,998 28,546 Interest on rate reduction bonds 25,043 27,364 Other interest 4,097 3,617 ----------- ----------- Interest expense, net 63,138 59,527 ----------- ----------- Other Income, Net 2,862 754 ----------- ----------- Income Before Income Tax Expense 34,143 44,930 Income Tax Expense 9,871 16,672 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 24,272 28,258 Preferred Dividends of Subsidiaries 1,389 1,389 ----------- ----------- Income Before Cumulative Effect of Accounting Change 22,883 26,869 Cumulative effect of accounting change, net of tax benefit of $2,553 - - ----------- ----------- Net Income $ 22,883 $ 26,869 =========== =========== Fully Diluted Earnings Per Common Share: Income Before Cumulative Effect of Accounting Change $ 0.18 $ 0.21 Cumulative effect of accounting change, net of tax benefit - - ----------- ----------- Fully Diluted Earnings Per Common Share $ 0.18 $ 0.21 =========== =========== Fully Diluted Common Shares Outstanding (average) 128,182,645 126,860,208 =========== ===========
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.
Six Months Ended June 30, ---------------------------- 2004 2003 ----------- ------------- (Thousands of Dollars, Except Share Information) Operating Revenues $ 3,362,953 $ 2,914,221 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 2,091,511 1,732,605 Other 497,262 419,418 Maintenance 124,884 114,172 Depreciation 110,134 100,165 Amortization 57,378 83,303 Amortization of rate reduction bonds 81,293 74,503 Taxes other than income taxes 133,284 125,434 Gain on sale of utility plant - - ----------- ----------- Total operating expenses 3,095,746 2,649,600 ----------- ----------- Operating Income 267,207 264,621 Interest Expense: Interest on long-term debt 66,736 61,486 Interest on rate reduction bonds 50,738 55,225 Other interest 8,444 6,361 ----------- ----------- Interest expense, net 125,918 123,072 ----------- ----------- Other Income, Net 4,549 1,330 ----------- ----------- Income Before Income Tax Expense 145,838 142,879 Income Tax Expense 52,734 53,027 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 93,104 89,852 Preferred Dividends of Subsidiaries 2,779 2,779 ----------- ----------- Income Before Cumulative Effect of Accounting Change 90,325 87,073 Cumulative effect of accounting change, net of tax benefit of $2,553 - - ----------- ----------- Net Income $ 90,325 $ 87,073 =========== =========== Fully Diluted Earnings Per Common Share: Income Before Cumulative Effect of Accounting Change $ 0.71 $ 0.69 Cumulative effect of accounting change, net of tax benefit - - ----------- ----------- Fully Diluted Earnings Per Common Share $ 0.71 $ 0.69 =========== =========== Fully Diluted Common Shares Outstanding (average) 128,121,751 126,982,903 =========== ===========
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.
Twelve Months Ended June 30, ---------------------------- 2004 2003 ----------- ------------- (Thousands of Dollars, Except Share Information) Operating Revenues $ 6,517,889 $ 5,707,787 ----------- ----------- Operating Expenses: Operation - Fuel, purchased and net interchange power 4,094,060 3,409,996 Other 973,543 773,813 Maintenance 242,742 251,899 Depreciation 214,357 200,000 Amortization 165,880 374,438 Amortization of rate reduction bonds 159,961 142,455 Taxes other than income taxes 240,523 223,494 Gain on sale of utility plant - (187,113) ----------- ----------- Total operating expenses 6,091,066 5,188,982 ----------- ----------- Operating Income 426,823 518,805 Interest Expense: Interest on long-term debt 131,509 128,593 Interest on rate reduction bonds 103,873 112,228 Other interest 13,822 16,866 ----------- ----------- Interest expense, net 249,204 257,687 ----------- ----------- Other Income, Net 2,783 57,502 ----------- ----------- Income Before Income Tax Expense 180,402 318,620 Income Tax Expense 50,438 121,378 ----------- ----------- Income Before Preferred Dividends of Subsidiaries 129,964 197,242 Preferred Dividends of Subsidiaries 5,559 5,559 ----------- ----------- Income Before Cumulative Effect of Accounting Change 124,405 191,683 Cumulative effect of accounting change, net of tax benefit of $2,553 (4,741) - ----------- ----------- Net Income $ 119,664 $ 191,683 =========== =========== Fully Diluted Earnings Per Common Share: Income Before Cumulative Effect of Accounting Change $ 0.98 $ 1.50 Cumulative effect of accounting change, net of tax benefit (0.04) - ----------- ----------- Fully Diluted Earnings Per Common Share $ 0.94 $ 1.50 =========== =========== Fully Diluted Common Shares Outstanding (average) 127,824,381 127,910,798 =========== ===========
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 -------------------------------------
Six Months Ended June 30, ----------------------- 2004 2003 ---- ---- (Thousands of Dollars) Operating Activities: Income before preferred dividends of subsidiaries $ 93,104 $ 89,852 Adjustments to reconcile to net cash flows provided by operating activities: Depreciation 110,134 100,165 Deferred income taxes and investment tax credits, net 34,478 (10,383) Amortization 57,378 83,303 Amortization of rate reduction bonds 81,293 74,503 Amortization/(deferral) of recoverable energy costs 24,193 (9,441) Increase/(decrease) in prepaid pension 2,456 (15,606) Regulatory overrecoveries 8,753 49,183 Other sources of cash 19,270 15,256 Other uses of cash (66,519) (70,895) Changes in current assets and liabilities: Restricted cash - LMP costs (30,257) - Unrestricted cash from counterparties (58,480) (20,458) Receivables and unbilled revenues, net 79,518 173,596 Fuel, materials and supplies 51 (4,208) Investments in securitizable assets (23,923) 32,376 Other current assets (23,720) (63,608) Accounts payable 134,339 (123,235) Accrued taxes (24,450) (109,987) Other current liabilities 90,428 21,244 ---------- ---------- Net cash flows provided by operating activities 508,046 211,657 ---------- ---------- Investing Activities: Investments in plant: Electric, gas and other utility plant (300,248) (226,515) Competitive energy assets (11,329) (7,534) ---------- ---------- Cash flows used for investments in plant (311,577) (234,049) Buyout/buydown of IPP contracts - (20,437) Other investment activities 11,450 12,084 ---------- ---------- Net cash flows used in investing activities (300,127) (242,402) ---------- ---------- Financing Activities: Issuance of common shares 2,786 7,463 Repurchase of common shares - (23,209) Issuance of long-term debt 82,438 194,851 Retirement of rate reduction bonds (90,616) (82,314) (Decrease)/increase in short-term debt (99,193) 7,000 Reacquisitions and retirements of long-term debt (23,621) (28,688) Cash dividends on preferred stock of subsidiaries (2,779) (2,779) Cash dividends on common shares (38,379) (34,886) Other financing activities (486) (4,343) ---------- ---------- Net cash flows (used in)/provided by financing activities (169,850) 33,095 ---------- ---------- Net increase in cash and cash equivalents 38,069 2,350 Cash and cash equivalents - beginning of period 37,196 54,678 ---------- ---------- Cash and cash equivalents - end of period $ 75,265 $ 57,028 ========== ==========
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-----