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 24, 2001
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
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: July 25, 2001
Exhibit 99
News Release
Contact: Jeffrey R. Kotkin
Office: (860) 665-5154
NU REPORTS SECOND-QUARTER EARNINGS,
FAVORABLE TERMS FOR SERVING WHOLESALE LOAD
HARTFORD, Connecticut, July 24, 2001-Northeast Utilities (NU) today
reported second-quarter earnings of $46.7 million, or $0.35 per share fully
diluted, compared with earnings of $12.2 million, or $0.08 per share fully
diluted, in the same period of 2000.
For the first six months of 2001, NU earned $158.9 million, or $1.14 per
share fully diluted, compared with earnings of $86.8 million, or $0.62 per
share fully diluted, in the first six months of 2000.
NU also reported that its energy marketing subsidiary, Select Energy,
Inc., has contracted to acquire the vast majority of the energy supplies it
expects to need in 2002 and 2003 to serve its current power supply
obligations. In recent weeks, given the sharp reduction in energy prices,
Select has acquired significant additional resources within its target price
range. As a result, NU management considers its energy supply book to be
satisfactorily hedged for both 2002 and 2003.
Earnings in the second quarters of both 2001 and 2000 included moderate
nonrecurring events. Second quarter 2001 results included a gain of
approximately $8.0 million, or $0.06 per share, associated with the marking
to market of 10.1 million shares NU acquired through a forward share
repurchase. Second quarter 2000 results included after-tax charges of $8.1
million, or $0.06 per share, associated with the settlement of litigation
related to the Millstone nuclear station, which NU sold to Dominion
Resources, Inc. on March 31, 2001. Excluding those nonrecurring events, NU
earned $38.8 million, or $0.29 per share in the second quarter of 2001,
compared with $20.3 million, or $0.14 per share, in the second quarter of
2000.
Earnings in the first quarter of 2001 also included significant
nonrecurring gains and charges associated with the Millstone sale and the
adoption of certain accounting rules. Excluding those nonrecurring events
and minor nonrecurring charges in the first quarter of 2000, NU earned
$92.1 million, or $0.66 per share, in the first half of 2001, compared with
$99.0 million, or $0.71 per share, in the first half of 2000.
Michael G. Morris, NU chairman, president and chief executive officer,
attributed the improved second-quarter 2001 results primarily to strong
performance at NU's unregulated energy subsidiaries, which include Select
Energy. Those businesses earned $13.6 million in the second quarter of 2001,
compared with essentially break-even results in the second quarter of 2000.
Morris said he was encouraged by the improved second-quarter 2001
results at NU's unregulated businesses, as well as by Select Energy's ability
to contract for necessary sources of energy to meet its contractual
requirements to The Connecticut Light and Power Company, NU's largest
operating subsidiary. "As we projected, lower fuel prices and the increasing
number of new generating plants in New England have combined to drive down
the cost of wholesale electricity," Morris said.
Besides Select, NU second-quarter results benefited from increased
electric sales, a reduced number of outstanding shares, and lower interest
and preferred dividend costs. Regulated retail electric sales were up 3.1
percent in the second quarter of 2001, compared with the same period of 2000.
Over the first six months of 2001, regulated electric sales were up 2.2
percent compared with the same period in 2000.
In the second quarter of 2001, NU repurchased approximately 10.3 million
shares and had approximately 134 million shares outstanding as of June 30,
2001. NU announced two weeks ago that its Board of Trustees had authorized
the repurchase of an additional 15 million shares by July 1, 2003. An
earlier share repurchase authorization terminated on July 1, 2001. Morris
said the timing of any material share repurchases will affect earnings per
share over the next two years. NU had originally anticipated repurchasing
more than 10.3 million shares by the middle of 2001. As a result of a higher
estimated average share count for the year, NU now projects that 2001
earnings will be between $1.35 per share and $1.50 per share, somewhat lower
than the $1.40-$1.60 per share range NU had projected earlier this year,
excluding nonrecurring items.
NU operates New England's largest energy delivery system with nearly 1.8
million electric customers in Connecticut, New Hampshire and Massachusetts
and 187,000 natural gas customers in Connecticut, and is one of the largest
competitive energy suppliers 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.
July 24, 2001
NORTHEAST UTILITIES AND SUBSIDIARIES
FINANCIAL REPORT
Three Months Ended
June 30,
2001 2000
(Thousands of Dollars,
Except Share Information)
Operating Revenues $ 1,583,294 $ 1,414,973
=========== ===========
Earnings for common shares:
Before extraordinary loss and cumulative effect
of accounting changes, net of taxes $ 46,732 $ 12,206
Extraordinary (loss), net of tax benefits
of $169,562 - -
Cumulative effect of accounting changes,
net of tax benefits of $14,908 - -
----------- -----------
Total Net Income $ 46,732 $ 12,206
=========== ===========
Fully Diluted Earnings Per Common Share:
Before extraordinary loss and cumulative effect
of accounting changes, net of taxes $ 0.35 $ 0.08
Extraordinary (loss), net of taxes - -
Cumulative effect of accounting changes,
net of taxes - -
----------- -----------
Total Fully Diluted Earnings
Per Common Share $ 0.35 $ 0.08
=========== ===========
Common Shares Outstanding (fully diluted) 134,149,873 143,907,964
=========== ===========
Six Months Ended
June 30,
2001 2000
(Thousands of Dollars,
Except Share Information)
Operating Revenues $ 3,383,838 $ 2,797,294
=========== ===========
Earnings for common shares:
Before extraordinary loss and cumulative effect
of accounting changes, net of taxes $ 181,327 $ 86,793
Extraordinary (loss), net of tax benefits
of $169,562 - -
Cumulative effect of accounting changes,
net of tax benefits of $14,908 (22,432) -
----------- -----------
Total Net Income $ 158,895 $ 86,793
=========== ===========
Fully Diluted Earnings Per Common Share:
Before extraordinary loss and cumulative effect
of accounting changes, net of taxes $ 1.30 $ 0.62
Extraordinary (loss), net of taxes - -
Cumulative effect of accounting changes,
net of taxes (0.16) -
----------- -----------
Total Fully Diluted Earnings
Per Common Share $ 1.14 $ 0.62
=========== ===========
Common Shares Outstanding (fully diluted) 139,256,968 140,055,610
=========== ===========
Twelve Months Ended
June 30,
2001 2000
(Thousands of Dollars,
Except Share Information)
Operating Revenues $ 6,463,163 $ 5,186,570
=========== ===========
Earnings for common shares:
Before extraordinary loss and cumulative effect
of accounting changes, net of taxes $ 299,830 $ 102,337
Extraordinary (loss), net of tax benefits
of $169,562 (233,881) -
Cumulative effect of accounting changes,
net of tax benefits of $14,908 (22,432) -
----------- -----------
Total Net Income $ 43,517 $ 102,337
=========== ===========
Fully Diluted Earnings Per Common Share:
Before extraordinary loss and cumulative effect
of accounting changes, net of taxes $ 2.12 $ 0.75
Extraordinary (loss), net of taxes (1.65) -
Cumulative effect of accounting changes,
net of taxes (0.16) -
----------- -----------
Total Fully Diluted Earnings
Per Common Share $ 0.31 $ 0.75
=========== ===========
Common Shares Outstanding (fully diluted) 141,669,477 136,108,723
=========== ===========
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
June 30,
2001 2000
(Thousands of Dollars,
Except Share Information)
Operating Revenues $ 1,583,294 $ 1,414,973
----------- -----------
Operating Expenses:
Operation -
Fuel, purchased and net interchange power 1,009,877 795,089
Other 189,014 214,036
Maintenance 59,738 70,722
Depreciation 65,518 58,946
Amortization of regulatory assets, net 70,471 68,318
Federal and state income taxes 46,801 47,445
Taxes other than income taxes 55,204 61,325
Gain on sale of utility plant - -
----------- -----------
Total operating expenses 1,496,623 1,315,881
----------- -----------
Operating Income (Loss) 86,671 99,092
----------- -----------
Other Income (Loss):
Gain related to Millstone sale - -
Gain/(Loss) on share repurchase contracts 8,049 -
Nuclear related costs - (15,572)
Other, net 8,448 (6,037)
Minority interest in loss of subsidiary (775) (2,325)
Income taxes 18,321 21,119
----------- -----------
Other income (loss), net 34,043 (2,815)
----------- -----------
Income before interest charges 120,714 96,277
----------- -----------
Interest Charges:
Interest on long-term debt 62,063 52,300
Other interest, net 9,482 27,858
----------- -----------
Interest charges, net 71,545 80,158
----------- -----------
Income after interest charges 49,169 16,119
Preferred Dividends of Subsidiaries 2,437 3,913
----------- -----------
Income before extraordinary loss and
cumulative effect of accounting changes,
net of taxes 46,732 12,206
Extraordinary (loss), net of tax benefits
of $169,562 - -
Cumulative effect of accounting changes, net
of tax benefits of $ 14,908 - -
----------- -----------
Net Income $ 46,732 $ 12,206
=========== ===========
Fully Diluted Earnings (Loss) Per Common Share:
Income before extraordinary loss and
cumulative effect of accounting changes $ 0.35 $ 0.08
Extraordinary (loss), net of taxes - -
Cumulative effect of accounting changes,
net of taxes - -
----------- -----------
Total Fully Diluted Earnings
Per Common Share $ 0.35 $ 0.08
=========== ===========
Common Shares Outstanding (fully diluted) 134,149,873 143,907,964
=========== ===========
Northeast Utilities and Subsidiaries
Consolidated Statements of Income
Six Months Ended
June 30,
2001 2000
(Thousands of Dollars,
Except Share Information)
Operating Revenues $ 3,383,838 $ 2,797,294
----------- -----------
Operating Expenses:
Operation -
Fuel, purchased and net interchange power 2,140,717 1,563,461
Other 407,942 415,497
Maintenance 148,419 121,490
Depreciation 126,147 119,338
Amortization of regulatory assets, net 790,327 113,450
Federal and state income taxes 91,182 109,870
Taxes other than income taxes 131,091 119,687
Gain on sale of utility plant (653,872) -
----------- -----------
Total operating expenses 3,181,953 2,562,793
----------- -----------
Operating Income (Loss) 201,885 234,501
----------- -----------
Other Income (Loss):
Gain related to Millstone sale 202,159 -
Gain/(Loss) on share repurchase contracts (35,394) -
Nuclear related costs - (18,373)
Other, net 9,255 1,437
Minority interest in loss of subsidiary (3,100) (4,650)
Income taxes (49,597) 28,955
----------- -----------
Other income (loss), net 123,323 7,369
----------- -----------
Income before interest charges 325,208 241,870
----------- -----------
Interest Charges:
Interest on long-term debt 105,731 108,184
Other interest, net 33,009 38,222
----------- -----------
Interest charges, net 138,740 146,406
----------- -----------
Income after interest charges 186,468 95,464
Preferred Dividends of Subsidiaries 5,141 8,671
----------- -----------
Income before extraordinary loss and
cumulative effect of accounting changes,
net of taxes 181,327 86,793
Extraordinary (loss), net of tax benefits
of $169,562 - -
Cumulative effect of accounting changes, net
of tax benefits of $ 14,908 (22,432) -
----------- -----------
Net Income $ 158,895 $ 86,793
=========== ===========
Fully Diluted Earnings (Loss) Per Common Share:
Income before extraordinary loss and
cumulative effect of accounting changes $ 1.30 $ 0.62
Extraordinary (loss), net of taxes - -
Cumulative effect of accounting changes,
net of taxes (0.16) -
----------- -----------
Total Fully Diluted Earnings
Per Common Share $ 1.14 $ 0.62
=========== ===========
Common Shares Outstanding (fully diluted) 139,256,968 140,055,610
=========== ===========
Northeast Utilities and Subsidiaries
Consolidated Statements of Income
Twelve Months Ended
June 30,
2001 2000
(Thousands of Dollars,
Except Share Information)
Operating Revenues $ 6,463,163 $ 5,186,570
----------- -----------
Operating Expenses:
Operation -
Fuel, purchased and net interchange power 3,881,251 2,606,432
Other 859,293 871,633
Maintenance 282,812 268,402
Depreciation 246,608 254,519
Amortization of regulatory assets, net 953,016 576,827
Federal and state income taxes 211,344 235,206
Taxes other than income taxes 249,990 249,557
Gain on sale of utility plant (653,297) (308,914)
----------- -----------
Total operating expenses 6,031,017 4,753,662
----------- -----------
Operating Income (Loss) 432,146 432,908
----------- -----------
Other Income (Loss):
Gain related to Millstone sale 202,159 -
Gain/(Loss) on share repurchase contracts (35,394) -
Nuclear related costs - (86,754)
Other, net 21,181 (28,671)
Minority interest in loss of subsidiary (7,750) (9,300)
Income taxes (10,246) 90,787
----------- -----------
Other income (loss), net 169,950 (33,938)
----------- -----------
Income before interest charges 602,096 398,970
----------- -----------
Interest Charges:
Interest on long-term debt 198,244 233,451
Other interest, net 93,391 43,636
----------- -----------
Interest charges, net 291,635 277,087
----------- -----------
Income after interest charges 310,461 121,883
Preferred Dividends of Subsidiaries 10,631 19,546
----------- -----------
Income before extraordinary loss and
cumulative effect of accounting changes,
net of taxes 299,830 102,337
Extraordinary (loss), net of tax benefits
of $169,562 (233,881) -
Cumulative effect of accounting changes, net
of tax benefits of $ 14,908 (22,432) -
----------- -----------
Net Income $ 43,517 $ 102,337
=========== ===========
Fully Diluted Earnings (Loss) Per Common Share:
Income before extraordinary loss and
cumulative effect of accounting changes $ 2.12 $ 0.75
Extraordinary (loss), net of taxes (1.65) -
Cumulative effect of accounting changes,
net of taxes (0.16) -
----------- -----------
Total Fully Diluted Earnings
Per Common Share $ 0.31 $ 0.75
=========== ===========
Common Shares Outstanding (fully diluted) 141,669,477 136,108,723
=========== ===========
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
June 30,
2001 2000
(Thousands of Dollars)
ASSETS
Utility Plant, at cost:
Electric $ 5,988,999 $ 9,282,584
Gas and other 863,859 842,077
----------- -----------
6,852,858 10,124,661
Less: Accumulated provision for depreciation 3,435,530 6,431,583
----------- -----------
3,417,328 3,693,078
Unamortized PSNH acquisition costs - 310,228
Construction work in progress 222,884 183,916
Nuclear fuel, net 26,038 124,262
----------- -----------
Total net utility plant 3,666,250 4,311,484
----------- -----------
Other Property and Investments:
Nuclear decommissioning trusts, at market 59,903 739,107
Investments in regional nuclear generating
companies, at equity 59,442 81,849
Other, at cost 192,345 119,318
----------- -----------
311,690 940,274
----------- -----------
Current Assets:
Cash and cash equivalents 197,646 301,636
Investments in securitizable assets 40,599 65,929
Receivables, net 784,053 488,432
Unbilled revenues 85,909 87,913
Fuel, materials, and supplies, at average cost 102,583 171,566
Recoverable energy costs, net - current portion 52 108,305
Prepayments and other 178,217 171,456
----------- -----------
1,389,059 1,395,237
----------- -----------
Deferred Charges:
Regulatory assets 4,077,781 3,494,765
Goodwill and other purchased intangible assets 325,846 336,570
Unamortized debt expense 25,632 36,480
Prepaid pensions 190,145 93,260
Other 174,305 154,173
----------- -----------
4,793,709 4,115,248
----------- -----------
Total Assets $10,160,708 $10,762,243
=========== ===========
June 30,
2001 2000
(Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
Capitalization:
Common shareholders' equity:
Common shares, $5.00 par value - authorized
225,000,000 shares; 148,888,790 shares issued and
133,864,193 shares outstanding in 2001 and
148,680,841 shares issued and 143,455,129 shares
outstanding in 2000 $ 744,444 $ 743,404
Capital surplus, paid in 902,562 1,102,334
Deferred contribution plan - employee stock
ownership plan (108,122) (121,381)
Retained earnings 610,248 639,973
Accumulated other comprehensive income (26,470) 1,524
----------- -----------
Total common shareholders' equity 2,122,662 2,365,854
Preferred stock not subject to mandatory redemption 116,200 136,200
Preferred stock subject to mandatory redemption - 15,000
Long-term debt 1,930,142 2,211,019
----------- -----------
Total capitalization 4,169,004 4,728,073
----------- -----------
Rate Reduction Bonds 2,118,400 -
----------- -----------
Minority Interest in Consolidated Subsidiaries - 100,000
----------- -----------
Obligations Under Capital Leases 17,180 60,220
----------- -----------
Current Liabilities:
Notes payable to banks 455,400 1,104,000
Long-term debt and preferred stock -
current portion 24,365 479,834
Obligations under capital leases -
current portion 931 111,496
Accounts payable 685,485 547,509
Accrued taxes 83,032 142,890
Accrued interest 55,899 37,050
Other 120,409 109,502
----------- -----------
1,425,521 2,532,281
----------- -----------
Deferred Credits:
Accumulated deferred income taxes 1,447,536 1,699,169
Accumulated deferred investment tax credits 126,422 142,359
Decommissioning obligation - Millstone 1 - 662,209
Deferred contractual obligations 228,701 326,582
Other 627,944 511,350
----------- -----------
2,430,603 3,341,669
----------- -----------
Total Capitalization and Liabilities $10,160,708 $10,762,243
=========== ===========
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.