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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549-1004
Form 10-Q
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________
Commission file number 2-7909
CAMBRIDGE ELECTRIC LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 04-1144610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Main Street, Cambridge, Massachusetts 02142-9150
(Address of principal executive offices) (Zip Code)
(617) 225-4000
(Registrant's telephone number, including area code)
(Former name, address and fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [ x ] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock May 1, 1997
Common Stock, $25 par value 346,600 shares
The Company meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q as a wholly-owned subsidiary and is therefore filing this
Form with the reduced disclosure format.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBRIDGE ELECTRIC LIGHT COMPANY
CONDENSED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
ASSETS
(Dollars in thousands)
March 31, December 31,
1997 1996
(Unaudited)
PROPERTY, PLANT AND EQUIPMENT, at original cost $161 102 $161 331
Less - Accumulated depreciation 61 438 61 499
99 664 99 832
Add - Construction work in progress 454 546
100 118 100 378
INVESTMENTS
Equity in nuclear electric power companies 9 648 9 403
Other 5 5
9 653 9 408
CURRENT ASSETS
Cash 1 712 143
Accounts receivable -
Affiliate companies 1 689 1 452
Customers 11 728 11 285
Unbilled revenues 2 334 2 751
Prepaid taxes -
Income 1 067 968
Property 852 1 704
Inventories and other 2 102 2 023
21 484 20 326
DEFERRED CHARGES
Regulatory Assets 40 874 42 781
Other 1 930 2 258
42 804 45 039
$174 059 $175 151
See accompanying notes.
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CAMBRIDGE ELECTRIC LIGHT COMPANY
CONDENSED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
CAPITALIZATION AND LIABILITIES
(Dollars in thousands)
March 31, December 31,
1997 1996
(Unaudited)
CAPITALIZATION
Common Equity -
Common stock, $25 par value -
Authorized and outstanding -
346,600 shares wholly-owned by
Commonwealth Energy System (Parent) $ 8 665 $ 8 665
Amounts paid in excess of par value 27 953 27 953
Retained earnings 10 082 9 233
46 700 45 851
Long-term debt, including premiums, less
current sinking fund requirements 17 502 17 503
64 202 63 354
CURRENT LIABILITIES
Interim Financing -
Notes payable to banks 22 000 18 725
Advances from affiliates 3 670 5 065
Maturing long-term debt 4 260 4 260
29 930 28 050
Other Current Liabilities -
Current sinking fund requirements 100 100
Accounts payable
Affiliate companies 4 039 4 429
Other 7 512 8 216
Accrued local property and other taxes 1 764 1 705
Accrued interest 268 475
Other 2 988 3 738
16 671 18 663
46 601 46 713
DEFERRED CREDITS
Accumulated deferred income taxes 14 532 14 355
Yankee Atomic purchased power contract 3 218 3 466
Connecticut Yankee purchased power contract 34 051 35 879
Unamortized investment tax credits and other 11 455 11 384
63 256 65 084
COMMITMENTS AND CONTINGENCIES
$174 059 $175 151
See accompanying notes.
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. CAMBRIDGE ELECTRIC LIGHT COMPANY
CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Dollars in thousands)
(Unaudited)
1997 1996
ELECTRIC OPERATING REVENUES $33 065 $29 387
OPERATING EXPENSES
Electricity purchased for resale,
transmission and fuel 23 207 19 319
Other operation and maintenance 6 063 5 906
Depreciation 1 119 1 086
Taxes -
Income 419 412
Local property 777 757
Payroll and other 262 273
31 847 27 753
OPERATING INCOME 1 218 1 634
OTHER INCOME 438 355
INCOME BEFORE INTEREST CHARGES 1 656 1 989
INTEREST CHARGES
Long-term debt 430 943
Other interest charges 383 111
Allowance for borrowed funds
used during construction (6) (21)
807 1 033
NET INCOME 849 956
RETAINED EARNINGS -
Beginning of period 9 233 7 561
Dividends on common stock - (1 386)
End of period $10 082 $ 7 131
See accompanying notes.
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CAMBRIDGE ELECTRIC LIGHT COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Dollars in thousands)
(Unaudited)
1997 1996
OPERATING ACTIVITIES
Net income $ 849 $ 956
Effects of noncash items -
Depreciation 1 119 1 086
Deferred income taxes and investment tax
credits, net 99 69
Earnings from corporate joint ventures (336) (303)
Dividends from corporate joint ventures 91 90
Change in working capital, exclusive of cash
and interim financing (1 581) 2 472
All other operating items 321 233
Net cash provided by operating activities 562 4 603
INVESTING ACTIVITIES
Additions to property, plant and equipment
(exclusive of AFUDC) (867) (862)
Allowance for borrowed funds used during
construction (6) (21)
Net cash used for investing activities (873) (883)
FINANCING ACTIVITIES
Payment of dividends - (1 386)
Proceeds from (payment of) short-term borrowings 3 275 (700)
Payments to affiliates (1 395) (1 235)
Net cash provided by (used for)
financing activities 1 880 (3 321)
Net increase in cash 1 569 399
Cash at beginning of period 143 239
Cash at end of period $ 1 712 $ 638
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest (net of capitalized amounts) $ 979 $ 677
Income taxes $ 370 $ 780
See accompanying notes.
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CAMBRIDGE ELECTRIC LIGHT COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
(1) General Information
Cambridge Electric Light Company (the Company) is a wholly-owned subsid-
iary of Commonwealth Energy System. The parent company is referred to in
this report as the "System" and together with its subsidiaries is collec-
tively referred to as "the system." The System is an exempt public utility
holding company under the provisions of the Public Utility Holding Company
Act of 1935 and, in addition to its investment in the Company, has interests
in other utility and several non-regulated companies.
The Company has 151 regular employees including 112 (74%) represented by
a collective bargaining unit. The existing collective bargaining agreement
remains in effect until September 1, 1998.
(2) Significant Accounting Policies
(a) Principles of Accounting
The Company's significant accounting policies are described in Note 2 of
Notes to Financial Statements included in its 1996 Annual Report on
Form 10-K filed with the Securities and Exchange Commission. For interim
reporting purposes, the Company follows these same basic accounting policies
but considers each interim period as an integral part of an annual period
and makes allocations of certain expenses to interim periods based upon
estimates of such expenses for the year.
The unaudited financial statements for the periods ended March 31, 1997
and 1996 reflect, in the opinion of the Company, all adjustments (consisting
of only normal recurring accruals) necessary to summarize fairly the results
for such periods. In addition, certain prior period amounts are
reclassified from time to time to conform with the presentation used in the
current period's financial statements.
Income tax expense is recorded using the statutory rates in effect
applied to book income subject to tax recorded in the interim period.
The results for interim periods are not necessarily indicative of
results for the entire year because of seasonal variations in the consump-
tion of energy.
(b) Regulatory Assets and Liabilities
The Company is regulated as to rates, accounting and other matters by
various authorities including the Federal Energy Regulatory Commission
(FERC) and the Massachusetts Department of Public Utilities (DPU).
Based on the current regulatory framework, the Company accounts for the
economic effects of regulation in accordance with the provisions of
Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for
the Effects of Certain Types of Regulation." The Company has established
various regulatory assets in cases where the DPU and/or the FERC have
permitted or are expected to permit recovery of specific costs over time.
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CAMBRIDGE ELECTRIC LIGHT COMPANY
Similarly, regulatory liabilities established by the Company are required to
be refunded to customers over time. Effective January 1, 1996, the Company
adopted SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of." SFAS No. 121 imposes stricter
criteria for regulatory assets by requiring that such assets be probable of
future recovery at each balance sheet date. SFAS No. 121 did not have an
impact on the Company's financial position upon adoption. This result may
change as modifications are made to the current regulatory framework due to
ongoing electric industry restructuring efforts in Massachusetts. If all or
a separable portion of the Company's operations becomes no longer subject to
the provisions of SFAS No. 71, a write-off of related regulatory assets and
liabilities would be required, unless some form of transition cost recovery
continues through rates established and collected for the Company's
remaining regulated operations. In addition, the Company would be required
to determine any impairment to the carrying costs of deregulated plant and
inventory assets. However, on December 30, 1996, the DPU issued an order
containing "Model Rules" for industry restructuring that management believes
would essentially allow full recovery of stranded costs. For additional
information relating to industry restructuring, see the "Electric Industry
Restructuring" section under Management's Discussion and Analysis of Results
of Operations.
The principal regulatory assets included in deferred charges were as
follows:
March 31, December 31,
1997 1996
(Dollars in thousands)
Connecticut Yankee unrecovered plant
and decommissioning costs $34 051 $35 879
Yankee Atomic unrecovered plant
and decommissioning costs 3 218 3 466
Postretirement benefits costs
including pensions 3 027 2 988
Other 578 448
$40 874 $42 781
The regulatory liabilities, reflected in the accompanying Balance
Sheets and related to deferred income taxes, were $3.2 million at March
31, 1997 and December 31, 1996.
(2) Commitments and Contingencies
(a) Construction Program
The Company is engaged in a continuous construction program presently
estimated at $27 million for the five-year period 1997 through 2001. Of
that amount, $5.9 million is estimated for 1997. As of March 31, 1997 the
Company's actual construction expenditures amounted to approximately
$900,000 including an allowance for funds used during construction. The
Company expects to finance these expenditures on an interim basis with
internally-generated funds and short-term borrowings which are ultimately
expected to be repaid with the proceeds from sales of long-term debt
securities.
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CAMBRIDGE ELECTRIC LIGHT COMPANY
The program is subject to periodic review and revision because of
factors such as changes in business conditions, rates of customer growth,
effects of inflation, maintenance of reliable and safe service, equipment
delivery schedules, licensing delays, availability and cost of capital and
environmental regulations.
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CAMBRIDGE ELECTRIC LIGHT COMPANY
Item 2. Management's Discussion and Analysis of Results of Operations
The following is a discussion of certain significant factors which have
affected operating revenues, expenses and net income during the periods
included in the accompanying Condensed Statements of Income. This discussion
should be read in conjunction with the Notes to Condensed Financial Statements
appearing elsewhere in this report.
A summary of the period to period changes in the principal items included
in the Condensed Statements of Income for the three months ended March 31,
1997 and 1996 and unit sales for these periods is shown below:
Three Months Ended
March 31,
1997 and 1996
Increase (Decrease)
(Dollars in Thousands)
Electric Operating Revenues $ 3 678 12.5 %
Operating Expenses -
Electricity purchased for resale,
transmission and fuel 3 888 20.1
Other operation and maintenance 157 2.7
Depreciation 33 3.0
Taxes -
Federal and state income 7 1.7
Local property and other 9 0.9
4 094 14.8
Operating Income (416) (25.5)
Other Income 83 23.4
Income Before Interest Charges (333) (16.7)
Interest Charges (226) (21.9)
Net Income $ (107) (11.2)
Unit Sales (Megawatthours or MWH)
Retail (1 259) (0.4)
Sales for resale 15 463 23.3
Total unit sales 14 204 3.7
The following is a summary of unit sales (in MWH) for the periods
indicated:
Unit Sales (MWH)
Three Months Ended Total Retail Wholesale
March 31, 1997 397 013 315 171 81 842
March 31, 1996 382 809 316 430 66 379
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CAMBRIDGE ELECTRIC LIGHT COMPANY
Operating Revenues and Electricity Purchased for Resale, Transmission and Fuel
Operating revenues for the first quarter of 1997 increased $3.7 million or
12.5% due primarily to increases in electricity purchased for resale ($3.4
million) and fuel ($571,000).
During the current quarter, purchased power costs increased approximately
$3.4 million or 19.8% due to higher fuel costs and higher costs for replace-
ment power reflecting the permanent shutdown of Connecticut Yankee during 1996
and the absence of power from Maine Yankee which remained out of service
during the current quarter while repair work continues. Also included in
purchased power is an increase in purchases from affiliate Canal Electric
Company's Unit 1 and 2 reflecting the increased availability of these units.
Interest Charges
For the current quarter, interest charges decreased $226,000 or 21.9% due
to lower long-term interest reflecting the repayment of a $20 million (9.97%)
long-term debt issue during the second quarter of 1996, the effect of which
was partially offset by a higher average level of short-term borrowings.
Electric Industry Restructuring
In August 1995, the DPU issued an order calling for the restructuring of
the electric utility industry in Massachusetts. On May 1, 1996, the DPU
issued a draft order containing proposed rules for implementing electric
industry restructuring, and on December 30, 1996, the DPU issued a final order
announcing its "Model Rules and Legislative Proposal" as a guide in the
creation of a competitive market for electric generation in Massachusetts.
Legislative proposals concerning electric industry restructuring have also
been filed by the Governor of the Commonwealth of Massachusetts, on February
24, 1997, and by the Massachusetts Legislature's own Joint Committee on
Electric Utility Restructuring (the Committee), on March 20, 1997. Each of
the plans proposed by the DPU, the Governor and the Committee is intended to
provide customers with the opportunity to achieve lower electric bills
beginning on the target date of January 1, 1998.
In its "Model Rules," the DPU has proposed that the minimum structural
reorganization needed to create a competitive market is the functional
separation of generation, transmission and distribution within one integrated
company, and the establishment of a separate marketing affiliate if a company
retains generation assets. Other elements of the DPU's Model Rules provide
that electric customers will be able to buy their power on the open market;
distribution services will remain a service that continues to be provided
exclusively by the existing local distribution companies in clearly defined
service territories; and customers will have three types of electric
generation choices. First, customers may enter into unregulated agreements
with a competitive supplier for the provision of generation. Second,
customers may continue to buy power directly from their electric distribution
company at a price regulated by the DPU. Third, customers who have received
generation from a competitive supplier but who, for any reason, have stopped
receiving such generation will be able to receive default generation service
provided by distribution companies at spot market price.
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CAMBRIDGE ELECTRIC LIGHT COMPANY
In some regulatory jurisdictions, changes in the electric industry could
reduce the opportunity that currently exists for electric companies to recover
their investment in generating plant and other costs previously approved by
regulators and included in current rates. These potential losses, which may
result from subjecting electric company generation to the pressures of a
competitive market, are typically referred to as "stranded costs." The single
largest component of stranded costs, which are significant to the system,
relates to above market purchased power contracts that the Company and
Commonwealth Electric have with non-utility generators. However, the DPU has
concluded that it is in the public interest to provide electric companies a
reasonable opportunity to collect net, non-mitigable stranded costs. The DPU
has proposed that stranded costs associated with owned generation facilities,
regulatory assets, and purchased power obligations be collected over the
expected economic life of the generating facility, the current amortization
schedule of the regulatory asset, or the contractual term of the purchased
power obligation, respectively. The DPU's proposal requires that any stranded
cost recovery for an electric utility be subject to mitigation efforts to
reduce embedded costs over time. The Model Rules specify that mitigation
should include such measures as sales of capacity and energy from owned
generation, renegotiation or buy-out of purchased power contracts, and sales
and voluntary writedowns of assets.
The Governor's restructuring proposal includes: a standard offer
generation service option for residential and small business customers for a
five-year period; recovery by electric utilities of net, non-mitigable
stranded costs over a 12-year period; the recovery of reasonable employee
transition costs for utility workers directly affected by electric industry
restructuring; and, at a minimum, the functional separation of generation,
transmission and distribution services. The Governor's legislation also
provides a mechanism for electric utilities to reduce their stranded costs by
financing the renegotiation or buy-out of above-market purchase power
contracts. The bill authorizes the Massachusetts Industrial Finance Agency to
issue electric rate reduction bonds to electric utilities that receive a
financing order from the DPU. The criteria for eligibility to apply for the
financing order include: (1) DPU approval of a plan to provide retail access
and divestiture of non-nuclear generating assets; and (2) demonstration that
such contract buy-out or purchase, including the cost of financing, will
substantially reduce costs to ratepayers.
The Committee issued both a comprehensive report, which outlines options
for the Legislature's consideration as debate on restructuring continues, and
a set of recommendations and a legislative package that is designed to
implement electric industry restructuring in Massachusetts. Elements of the
Committee's legislative proposal include the functional separation of utility
companies into generation, transmission and distribution companies.
Transmission and distribution companies would remain regulated while
generation companies would be unregulated with pricing determined by the
market. The Committee's proposal establishes a retail access date of January
1, 1998 or later, as determined by the DPU, calls for a 10% rate reduction for
all customers and allows for the recovery of certain net, non-mitigable
stranded costs over a ten-year period. The proposal also encourages
divestiture as a mitigation measure by authorizing companies to securitize
stranded costs through the issuance of rate reduction bonds only where the
company has divested itself of non-nuclear generation assets. On May 6, 1997,
the Company and Commonwealth Electric submitted comments on the Committee's
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CAMBRIDGE ELECTRIC LIGHT COMPANY
legislative proposal making specific recommendations for changes with respect
to increasing the time frame for recovery of stranded costs including power
contracts, the increased use of securitization and other issues. The
Massachusetts Legislature, which will render the final passage of any
restructuring law, is now considering the legislative proposals of the DPU,
the Governor and the Committee.
During the last several months, three Massachusetts electric utilities
have announced negotiated settlement agreements with the Massachusetts
Attorney General's Office (Attorney General) that include divestiture of
generating assets, provision for a ten percent reduction in customers' charges
and recovery of stranded costs through a non-bypassable access charge. One
settlement agreement has already been approved by the DPU. Implementation of
any restructuring settlement may be affected by actions of the Massachusetts
Legislature.
The Company and Commonwealth Electric have engaged in preliminary
settlement discussions with the Attorney General and have provided the
Attorney General with information to further the development of a
comprehensive settlement. In the unlikely event that the parties are unable
to complete a settlement, the companies would file a full restructuring plan
with the DPU.
On March 31, 1997, the Company and Commonwealth Electric submitted a
report to the DPU which detailed the proposed auction process for selling
their electric generation assets and entitlements. The process will include a
standard, sealed-bid auction for generation assets and an ascending-bid
auction for power contracts with the securitization of remaining obligations.
The auction process would provide a market-based approach to maximizing
stranded cost mitigation and minimizing the access charges that ratepayers
will have to pay for stranded cost recovery.
As described in Note 2(b) of the Notes to Condensed Financial Statements,
the Company complies with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types of
Regulation." In the event the Company is somehow unable to meet the criteria
for following SFAS No. 71, the accounting impact would be an extraordinary,
non-cash charge to operations in an amount that could be material. Criteria
that could give rise to the discontinuance of SFAS No. 71 include: 1) in-
creasing competition restricting the Company's ability to establish prices to
recover specific costs, and 2) a significant change in the current manner in
which rates are set by regulators. The Company periodically reviews these
criteria to ensure that the continuing application of SFAS No. 71 is
appropriate. Recently, the Securities and Exchange Commission has questioned
the ability of certain utilities continuing the application of SFAS No. 71
where legislation provided for the transition to retail competition. The
issue of when and how to discontinue the application of SFAS No. 71 by
utilities during transition to competition has been referred to the FASB's
Emerging Issues Task Force and guidance on this issue is expected in the near
future. Based on the current evaluation of the various factors and conditions
that are expected to impact future cost recovery, the Company believes that
its regulatory assets, including those related to generation, are probable of
future recovery.
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CAMBRIDGE ELECTRIC LIGHT COMPANY
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is an intervenor in a pending appeal at the
Massachusetts Supreme Judicial Court (SJC) filed by the
Massachusetts Institute of Technology involving a DPU decision
approving a customer transition charge for the recovery of stranded
investment costs. While no schedule is set for a decision from the
SJC, the Company anticipates a decision sometime in the second
quarter of 1997. This issue is discussed more fully in the
Company's 1996 Annual Report on Form 10-K. At this time, management
is unable to predict the outcome of this proceeding.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
Filed herewith as Exhibit 1 is the Financial Data Schedule for the
three months ended March 31, 1997.
Filed herewith as Exhibit 2 is the restated Financial Data Schedule
for the three months ended March 31, 1996.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended
March 31, 1997.
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CAMBRIDGE ELECTRIC LIGHT COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMBRIDGE ELECTRIC LIGHT COMPANY
(Registrant)
Principal Financial and
Accounting Officer
JAMES D. RAPPOLI
James D. Rappoli,
Financial Vice President
and Treasurer
Date: May 14, 1997
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
the balance sheet, statement of income and statement of cash flows contained
in Form 10-Q of Cambridge Electric Light Company for the three months ended
March 31, 1997 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000016573
<NAME> CAMBRIDGE ELECTRIC LIGHT COMPANY
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<OTHER-PROPERTY-AND-INVEST> 9,653
<TOTAL-CURRENT-ASSETS> 21,484
<TOTAL-DEFERRED-CHARGES> 42,804
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<TOTAL-ASSETS> 174,059
<COMMON> 8,665
<CAPITAL-SURPLUS-PAID-IN> 27,953
<RETAINED-EARNINGS> 10,082
<TOTAL-COMMON-STOCKHOLDERS-EQ> 46,700
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<OTHER-OPERATING-EXPENSES> 31,428
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<OPERATING-INCOME-LOSS> 1,218
<OTHER-INCOME-NET> 438
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<TOTAL-INTEREST-EXPENSE> 807
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<ARTICLE> UT
<LEGEND>
This schedule contains restated summary financial information extracted from
the balance sheet, statement of income and statement of cash flows contained
in Form 10-Q of Cambridge Electric Light Company for the three months ended
March 31, 1996 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<RESTATED>
<CIK> 0000016573
<NAME> CAMBRIDGE ELECTRIC LIGHT COMPANY
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