<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995 Commission file number 1-5663
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Central Louisiana Electric Company, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 72-0244480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (318) 484-7400
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
As of May 1, 1995 there were 22,419,108 shares outstanding of the
Registrant's Common Stock, par value $2.00 per share.
<PAGE>
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . . 1
Report of Independent Accountants. . . . . . . . . 2
Consolidated Statements of Income. . . . . . . . . 3
Consolidated Balance Sheets. . . . . . . . . . . . 4
Consolidated Statements of Cash Flows. . . . . . . 6
Note to Consolidated Financial Statements. . . . . 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations. . . . . . . . . . . . . . . 8
Financial Condition. . . . . . . . . . . . . . . . 8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . 10
Item 5. Other Information. . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 12
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Exhibit 11. . . . . . . . . . . . . . . . . . . . . . . . . . 14
Exhibit 12. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Exhibit 15. . . . . . . . . . . . . . . . . . . . . . . . . . 16
Exhibit 27. . . . . . . . . . . . . . . . . . . . . . . . . . 17
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The consolidated financial statements for Central Louisiana Electric Company,
Inc. (the Company) included herein are unaudited but reflect, in the Company's
opinion, all adjustments, consisting only of normal recurring adjustments, that
are necessary for a fair presentation of its financial position and the results
of its operations for the interim periods presented. Because of the seasonal
nature of the Company's business, the results of operations for the three
months ended March 31, 1995 are not necessarily indicative of the results that
may be expected for the full fiscal year. The financial statements included
herein should be read in conjunction with the consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1994.
The consolidated financial statements included herein have been subjected to a
limited review by Coopers & Lybrand L.L.P., independent accountants for the
Company, whose report is included herein.
1
<PAGE>
Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Central Louisiana Electric Company, Inc.:
We have made a review of the consolidated balance sheet of Central Louisiana
Electric Company, Inc. as of March 31, 1995, and the related consolidated
statements of income and cash flows for the three-month periods ended March 31,
1995 and 1994, in accordance with standards established by the American
Institute of Certified Public Accountants. These financial statements are the
responsibility of the Company's management.
A review of interim financial information consists principally of obtaining an
understanding of the system for the preparation of interim financial
information, applying analytical review procedures to financial data, and
making inquiries of persons responsible for financial and accounting matters.
It is substantially less in scope than an audit in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we
do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1994 and the
related consolidated statements of income, cash flows and changes in common
shareholders' equity for the year then ended (not present herein); and in our
report dated January 27, 1995, we expressed an unqualified opinion on those
financial statements. In our opinion, the information set forth in the
accompanying balance sheet as of December 31, 1994, is fairly stated in all
material respects in relation to the balance sheet from which it has been
derived.
Coopers & Lybrand L.L.P.
New Orleans, Louisiana
April 21, 1995
2
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<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended March 31
(Unaudited)
<CAPTION> (In thousands, except share and
per share amounts)
1995 1994
--------------- ---------------
<S> <C> <C>
OPERATING REVENUES $ 79,872 $ 84,147
--------------- ---------------
OPERATING EXPENSES
Fuel used for electric generation 22,647 27,939
Power purchased 4,344 3,282
Other operation 13,531 12,827
Maintenance 4,396 4,971
Depreciation 10,324 9,795
Taxes other than income taxes 7,428 7,104
Federal and state income taxes 2,613 3,450
--------------- ----------------
65,283 69,368
--------------- ---------------
OPERATING INCOME 14,589 14,779
Allowance for other funds used during
construction 411 265
Other income and expenses, net 65 119
--------------- ---------------
INCOME BEFORE INTEREST CHARGES 15,065 15,163
Interest charges, including amortization of
debt expense, premium and discount 7,267 6,722
Allowance for borrowed funds used during
construction (292) (138)
--------------- ---------------
NET INCOME 8,090 8,579
Preferred dividend requirements, net 508 498
--------------- ---------------
NET INCOME APPLICABLE TO COMMON STOCK $ 7,582 $ 8,081
--------------- ---------------
WEIGHTED AVERAGE COMMON SHARES
Primary 22,420,742 22,415,338
Fully diluted 23,839,404 23,844,652
EARNINGS PER SHARE
Primary $0.34 $0.36
Fully diluted $0.33 $0.35
CASH DIVIDENDS PAID PER SHARE $0.365 $0.355
<FN>
The accompanying note is an integral part of the consolidated financial
statements.
3
</TABLE>
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<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION> (In thousands)
March 31, 1995 December 31, 1994
--------------- -----------------
ASSETS
<S> <C> <C>
Utility plant
Property, plant and equipment $1,282,147 $1,276,266
Accumulated depreciation (420,170) (410,513)
--------------- ---------------
861,977 865,753
Construction work-in-progress 50,605 46,379
--------------- ---------------
Total utility plant, net 912,582 912,132
--------------- ---------------
Investments and other assets 7,579 20,327
--------------- ---------------
Current assets
Cash and cash equivalents 19,738 7,440
Accounts receivable, net 10,263 11,147
Unbilled revenues 486 573
Inventory, at average cost 10,631 10,184
Materials and supplies, at average cost 15,654 14,945
Prepayments and other current assets 2,854 2,374
--------------- ---------------
Total current assets 59,626 46,663
--------------- ---------------
Accumulated deferred federal and
state income taxes 40,559 39,377
Prepayments and other 161,533 159,692
--------------- ---------------
TOTAL ASSETS $1,181,879 $1,178,191
--------------- ---------------
<FN>
The accompanying note is an integral part of the consolidated financial
statements.
(Continued on next page)
4
</TABLE>
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<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
(In thousands,
except share amounts)
March 31, 1995 December 31, 1994
----------------- -----------------
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Common shareholders' equity
Common stock, $2 par value, authorized
50,000,000 shares, issued 22,735,154
and 22,720,074 shares at March 31,
1995 and December 31, 1994, respectively $ 45,470 $ 45,440
Premium on capital stock 113,273 113,070
Retained earnings 210,843 211,198
Treasury stock at cost, 318,446 and
329,433 shares at March 31, 1995
and December 31, 1994, respectively (6,459) (6,681)
----------- -----------
363,127 363,027
----------- -----------
Preferred stock, cumulative, $100 par value
Not subject to mandatory redemption 30,519 30,748
Deferred compensation related to
preferred stock held by ESOP (23,563) (24,404)
----------- -----------
6,956 6,344
Subject to mandatory redemption 6,920 6,920
----------- -----------
13,876 13,264
----------- -----------
Long-term debt, net 336,063 336,589
----------- -----------
Total capitalization 713,066 712,880
----------- -----------
Current liabilities
Short-term debt 47,369 28,977
Long-term debt due within one year 14,689 14,676
Accounts payable 26,782 43,466
Customer deposits 19,612 19,513
Taxes accrued 9,739 3,262
Interest accrued 2,808 8,298
Accumulated deferred fuel 5,740 6,114
Other current liabilities 2,528 2,618
----------- -----------
Total current liabilities 129,267 126,924
----------- -----------
Deferred credits
Accumulated deferred federal and state
income taxes 229,638 228,803
Accumulated deferred investment tax
credits 34,533 34,987
Other deferred credits 75,375 74,597
----------- -----------
Total deferred credits 339,546 338,387
----------- -----------
TOTAL CAPITALIZATION AND LIABILITIES $1,181,879 $1,178,191
----------- -----------
<FN>
The accompanying note is an integral part of the consolidated financial
statements.
5
</TABLE>
<PAGE>
<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31
(Unaudited)
<CAPTION> (In thousands)
1995 1994
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 8,090 $ 8,579
Adjustments to reconcile net income
to net cash provided by (used in) operating
activities
Depreciation and amortization 10,568 9,895
Allowance for funds used during construction (703) (403)
Amortization of investment tax credits (454) (455)
Deferred income taxes 433 839
Deferred fuel costs (374) 77
Gain on disposition of utility plant, net (1) 0
Changes in assets and liabilities
Accounts receivable 884 3,220
Unbilled revenues 87 286
Inventory, materials and supplies (1,156) 921
Accounts payable (16,684) (13,811)
Customer deposits 99 232
Other deferred accounts (2,199) (2,162)
Taxes accrued 6,477 5,854
Interest accrued (5,490) (5,321)
Other, net 149 1,396
-------- -------
Net cash provided by (used in) operating
activities (274) 9,147
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to utility plant (10,333) (8,246)
Allowance for funds used during construction 703 403
Sale of utility plant 151 57
Purchase of investments 0 (39,167)
Sale of investments 12,632 38,469
-------- --------
Net cash provided by (used in) investing
activities 3,153 (8,484)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 233 116
Repurchase of common stock 0 (21)
Retirement of long-term debt (522) (502)
Increase in short-term debt 18,392 10,571
Redemption of preferred stock 0 (11)
Issuance of preferred stock 0 (8)
Dividends paid on common and preferred stock, net (8,684) (8,448)
-------- --------
Net cash provided by financing activities 9,419 1,697
-------- --------
<PAGE>
NET INCREASE IN CASH AND CASH EQUIVALENTS 12,298 2,360
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,440 5,802
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $19,738 $ 8,162
Supplementary cash flow information
Interest paid (net of amount capitalized) $ 2,852 $11,817
Income taxes paid $ 500 $ 1,500
<FN>
The accompanying note is an integral part of the consolidated financial
statements.
6
</TABLE>
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A. Contingencies
An audit of the Company's 1991 and 1992 tax returns was completed by agents
of the Internal Revenue Service (IRS) in January 1995. A number of assessments
were proposed that would substantially increase federal and Louisiana taxable
income for those years. The Company is contesting most of these assessments.
Deferred taxes have been provided for all temporary differences and reserves
have been provided for other issues. If the IRS is completely successful on
all of the contested issues, an additional liability in excess of current
reserves would exist for interest and, if assessed, penalties.
In February 1995 the Company and Teche Electric Cooperative, Inc. (Teche)
executed a purchase and sale agreement regarding the purchase of all of the
assets of Teche by the Company for a purchase price, including the Company's
assumption or other discharge of Teche's liabilities, of approximately $22.4
million. Teche serves about 8,600 customers and its service area, which
comprises parts of Iberia, St. Martin and St. Mary parishes, is adjacent to the
Company's service area. Teche members approved the purchase and sale agreement
at their annual meeting on March 11, 1995. Consummation of the acquisition is
subject to a number of conditions, including approval by the Louisiana Public
Service Commission (LPSC), the Rural Utilities Service (RUS) and other
governmental agencies, successful resolution of Teche's power supply contract
with Cajun Electric Power Cooperative (Cajun) and certain other conditions.
In December 1994 the Company announced its interest in acquiring Washington-St.
Tammany Electric Cooperative, Inc. (WST). WST serves approximately 30,600
customers in an area adjacent to the Company's Northlake Division in
Washington, St. Tammany and Tangipahoa parishes. Any potential acquisition of
WST would be subject to similar conditions as the Teche acquisition. See
"Item 5. Other Information" in Part II of this report for more information
regarding the Company's efforts to acquire Teche and WST.
7
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net income applicable to common stock totaled $7.6 million for the quarter
ended March 31, 1995, as compared to $8.1 million for the corresponding period
in 1994. Primary earnings per average common share were $0.34 for the quarter
ended March 31, 1995, as compared to $0.36 for the same period in 1994. The
following principal factors contributed to these results:
Operating revenues decreased $4.3 million, or 5.1%, for the first quarter 1995,
compared to the first quarter 1994, primarily due to a decrease in fuel cost
recovery revenues and milder winter weather. Fuel cost recovery revenues
decreased $4.4 million, or 14.2%, for the first quarter 1995 compared to the
same period in 1994, due to lower fuel costs resulting from a decline in
natural gas prices. Changes in fuel cost recovery revenues have had no effect
on net income, as fuel costs have been recovered through a fuel cost adjustment
clause which enabled the Company to pass on to customers substantially all
changes in the cost of generating fuel. The adjustments regulated by the LPSC
(about 99% of the total fuel cost adjustment) are audited by the LPSC staff
monthly and the remaining portion, regulated by the Federal Energy Regulatory
Commission (FERC), is audited periodically for several years at a time. Until
approval is received, the adjustments are subject to refund.
Operating expenses decreased $3.2 million, or 4.9%, for the quarter ended March
31, 1995, compared to the same period in 1994, primarily due to lower fuel
costs; offset by increases in depreciation expense and other taxes.
Depreciation expenses increased $0.5 million, or 5.4%, for the quarter ended
March 31, 1995 compared to the same period in 1994, primarily as a result of
accruals relating to construction work-in-progress additions which have been
completed and the work orders are expected to be closed in 1995. Taxes other
than income taxes increased $0.3 million, or 4.6%, for the three-month period
ended March 31, 1995, compared to the corresponding prior-year period, as a
result of higher millage rates and increased ad valorem taxes resulting from
higher assessed property values due primarily to property additions.
Interest expenses increased $0.5 million, or 8.1% during the first quarter of
1995, compared to the same period in 1994, primarily due to higher interest
rates and higher levels of short-term debt.
FINANCIAL CONDITION
Liquidity and Capital Resources
Since 1990 the Company has participated in a program where up to $35 million
of receivables can be sold on an ongoing basis. The amount of receivables that
may be sold at any time depends upon seasonal fluctuations in the amount of
eligible receivables. The program was extended in March 1995 and will continue
until the year 2000.
8
<PAGE>
The Company has an effective shelf registration statement and all regulatory
approvals necessary to issue up to $50 million of debt and $50 million of
preferred stock.
At March 31, 1995 and 1994, the Company had $47.4 million and $29.0 million,
respectively, of short-term debt outstanding in the form of commercial paper
borrowings and bank loans. A $100 million revolving credit facility, which
provides support for the issuance of commercial paper, is presently scheduled
to continue through July 1997. Uncommitted lines of credit with banks totaling
$23 million are available to meet short-term working capital needs.
Additionally, at March 31, 1995, an unregulated subsidiary of the Company had
$18.1 million of cash and temporary cash investments in securities with
original maturities of 90 days or less.
Regulatory Matters
On May 1, 1995 the Company began providing approximately 13 megawatts of
wholesale power service to the city of St. Martinville under a five-year
contract subject to the jurisdiction of the FERC. This contract was challenged
in 1993 by the previous supplier, Louisiana Energy and Power Authority (LEPA),
as well as the city of Lafayette and the American Public Power Association,
with assertions of preferential, discriminatory and predatory pricing. An
initial decision of the FERC's presiding administrative law judge (ALJ) in
February 1995 rejected LEPA's arguments. Under FERC procedures, LEPA has filed
a brief requesting the FERC to revise the initial decision. The Company has
opposed LEPA's brief. Management believes that the ALJ's initial decision will
be upheld.
On March 29, 1995 the FERC issued a Notice of Proposed Rulemaking (NOPR)
addressing two key issues: open transmission access and recovery of stranded
cost. The open access provisions of the NOPR propose to require utilities to
offer third parties open access to transmission for comparable service under
the same or comparable terms and conditions, as the utility's own use of its
system. Providing unbundled transmission services to firm-requirements
customers may have significant financial consequences to the utility industry.
While providing open access for non-requirements sales should not have the same
financial impact, it may have a significant impact on utility operations.
The stranded-cost proposal would allow utilities to recover investments
stranded by customers departing as a result of opening the transmission
systems. This proposal should mitigate the financial consequences of
unbundling transmission services to firm-requirements customers. The Company
does not expect to lose any significant load in the event that access to its
transmission service is opened and, therefore, should not have significant
stranded investments.
Comments on the NOPR are due 120 days after its publication, and reply comments
will be due 60 days later. At this time, it is not possible to predict whether
the NOPR will become a final rule, and if it does become a final rule, the form
of such final rule and its effect on the Company. If adopted, generic tariffs
will be available to all buyers and sellers of electric energy at wholesale
rates and will become effective 60 days after the date of adoption of the final
rule. After 60 days from the date of adoption, utilities and customers may
propose changes to the tariffs.
9
<PAGE>
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(FAS 121) was issued in March 1995. FAS 121 establishes accounting standards
for determining when losses due to impairment of long-lived assets should be
recognized and how those losses should be measured. This statement is
effective for fiscal years beginning after December 15, 1995. Currently, the
Company believes that adoption of this standard will not have a significant
effect on its financial condition or the results of its operations.
PART II
OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Shareholders of the Company was held on April 21,
1995 in Pineville, Louisiana.
(b) Proxies for the election of directors were solicited pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended.
There was no solicitation in opposition to management's nominees, and
all nominees listed in the Proxy Statement were elected.
(c) The following is a tabulation of the votes cast upon each of the
proposals presented at the Annual Meeting of Shareholders of the Company
on April 21, 1995:
(1) Election of Directors:
Class I Directors For Withheld Broker Non-Votes
------------------ --------- --------- ----------------
Sherian G. Cadoria 19,599,606 282,489 0
Hugh J. Kelly 19,712,142 169,953 0
Gregory L. Nesbitt 19,698,743 183,352 0
(2) Approval of the appointment of Coopers & Lybrand L.L.P. as the
Company's auditors for 1995:
For Against Abstain Broker Non-Votes
----------- --------- --------- ----------------
19,678,288 104,294 99,513 0
Item 5. OTHER INFORMATION
The Company, along with three other investor-owned electric utility
companies operating within Louisiana, was named by consultants in a preliminary
report provided to the LPSC at its regularly scheduled June 1993 meeting as
having a current return on equity which may be higher than a return which would
be awarded if rates were established currently. The LPSC offered all four
utility companies the opportunity to respond to the consultants' comments and
considered the responses of all four companies at its August 1993 meeting. The
LPSC subsequently elected to review the earnings of all electric, gas, water
and
10
<PAGE>
telecommunication utilities regulated by it to determine if the returns on
equity earned by these companies may be higher than returns that might be
awarded in the current economic environment. At its regularly scheduled April
1995 meeting, the LPSC voted to request bids from consultants to conduct an
earnings review of such utilities, including the Company during 1995.
In February 1995 the Company and Teche executed a purchase and sale agreement
regarding the purchase of all of the assets of Teche by the Company for a
purchase price, including the Company's assumption or other discharge of
Teche's liabilities, of approximately $22.4 million. Teche serves about 8,600
customers and its service area, which comprises parts of Iberia, St. Martin and
St. Mary parishes, is adjacent to the Company's service area. Teche members
approved the purchase and sale agreement at their annual meeting on March 11,
1995. Consummation of the acquisition is subject to a number of conditions,
including approval by the LPSC, the RUS and other governmental agencies,
successful resolution of Teche's power supply contract with Cajun and certain
other conditions.
In December 1994 the Company announced its interest in acquiring WST. WST
serves approximately 30,600 customers in an area adjacent to the Company's
Northlake Division in Washington, St. Tammany and Tangipahoa parishes. Three
WST board candidates who were endorsed by the Company and were supportive of
pursuing a Company proposal to acquire WST, were not elected to WST's board at
their annual meeting held on May 6, 1995. At this time, the Company is unable
to predict whether it will be successful in acquiring WST. Any potential
acquisition of WST would be subject to similar conditions as discussed above
relating to the Teche acquisition.
Cajun, which provides power to all of the state's electric distribution
cooperatives, including WST and Teche, is in bankruptcy and is acting as
debtor-in-possession of its assets, rights and interests. In March 1995 Cajun
filed a motion in bankruptcy court to stay the Company's acquisition of Teche.
A hearing on the motion has been postponed indefinitely by the court with the
agreement of the Company, Teche and Cajun. Cajun has also moved the bankruptcy
court to stay certain of the Company's actions in attempting to purchase the
assets and business of WST. No date has been set for a hearing on that motion.
In April and May 1995, the Company, Teche and the RUS filed motions with the
bankruptcy court to appoint an independent trustee to replace Cajun as
debtor-in-possession and to oversee the Cajun bankruptcy, including the
disposition of Teche and its all-requirements power contract with Cajun. The
Company anticipates the bankruptcy court ruling on the trustee matter sometime
prior to the fourth quarter of this year. The Company believes the appointment
of a trustee may facilitate a resolution of the issues in Cajun's bankruptcy
associated with the Company's acquisition of Teche.
11
<PAGE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 Computation of Net Income Per Common Share for the three
months ended March 31, 1995 and 1994
12 Computation of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Stock Dividends for the
twelve months ended March 31, 1995
15 Awareness letter, dated May 12, 1995, from Coopers & Lybrand
L.L.P. regarding review of the unaudited interim financial
statements
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Report on Form 8-K dated as of February 1, 1995
to announce that a purchase and sale agreement regarding a purchase
of substantially all of the assets of Teche by the Company had been
executed. The acquisition of substantially all of the assets of
Teche pursuant to the purchase and sale agreement is subject to
conditions similar to those set forth above in "Item 5. Other
Information" relating to the acquisition of WST.
12
<PAGE>
SIGNATURE
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
under-signed thereunto duly authorized.
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
(Registrant)
BY: David M. Eppler
Vice President - Finance
(Principal Financial Officer)
Date: May 15, 1995
13
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CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE
For the three months ended March 31,
(Unaudited)
<CAPTION> (In thousands, except share
and per share amounts)
1995 1994
---------- -----------
<S> <C> <C>
PRIMARY
- -------
Net income applicable to common stock $ 7,582 $ 8,081
----------- -----------
Weighted average number of shares of
common stock outstanding during the
period 22,406,616 22,393,229
Common stock under stock option grants 14,126 22,109
---------- -----------
Average shares 22,420,742 22,415,338
---------- -----------
Primary net income per common share $ 0.34 $ 0.36
---------- -----------
FULLY DILUTED
- -------------
Net income applicable to common stock $ 7,582 $ 8,081
Adjustments to net income related to
Employee Stock Ownership Plan (ESOP)
under the "if-converted" method:
Add loss of deduction from net income
for actual dividends paid on
convertible preferred stock, net of tax 369 372
Deduct additional cash contribution required
which is equal to dividends on preferred
stock less dividends paid at the common
dividend rate, net of tax (50) (60)
Add tax benefit associated with dividends
paid on (1) allocated common shares in
1994 and (2) allocated and unallocated
shares in 1993, assuming ESOP was a
common stock plan 40 26
---------- ----------
Adjusted income applicable to common stock $ 7,941 $ 8,419
---------- ----------
<PAGE>
Weighted average number of shares of
common stock outstanding during the
period 22,406,616 22,393,229
Number of equivalent common shares
attributable to ESOP 1,418,262 1,429,314
Common stock under stock option grants 14,526 22,109
---------- ----------
Average shares 23,839,404 23,844,652
---------- ----------
Fully diluted net income per common share $ 0.33 $ 0.35
---------- ----------
14
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<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
COMPUTATION OF EARNINGS TO FIXED CHARGES
AND EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
For the twelve months ended March 31, 1995
(Unaudited)
<CAPTION> (In thousands,
except ratios)
--------------
<S> <C>
Earnings $ 44,554
Income taxes 19,064
---------
Earnings from continuing operations before income taxes 63,618
---------
Fixed charges
Interest, long-term debt 23,397
Interest, other (including interest on short-term debt) 2,886
Amortization of debt expense, premium, net 1,221
Portion of rentals representative of an interest factor 723
---------
Total fixed charges 28,227
---------
Earnings from continuing operations before
income taxes and fixed charges $ 91,845
---------
Ratio of earnings to fixed charges 3.25x
---------
Fixed charges from above $ 28,227
Preferred stock dividends* 2,952
---------
Total fixed charges and preferred stock dividends $ 31,179
---------
Ratio of earnings to combined fixed charges and
preferred stock dividends 2.95x
---------
* Preferred stock dividends multiplied by the ratio of pretax
income to net income.
15
</TABLE>
Coopers Coopers & Lybrand L.L.P. 639 Loyola Avenue telephone (504)529-2700
a professional services firm Suite 1800 facsimile (504)529-1439
& Lybrand New Orleans, Louisiana 70113
May 15, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central Louisiana Electric Company, Inc. Registrations
on form S-8 (Nos. 2-79671, 33-10169, 33-38362 and 33-44663)
and Form S-3 (Nos. 33-24895, 33-61068 and 33-62950)
We are aware that our report dated April 21, 1995 on our review of the interim
financial information of Central Louisiana Electric Company, Inc. as of March
31, 1995 and for the three-month periods ended March 31, 1995 and 1994 included
in this Form 10-Q is incorporated by reference in the above mentioned
registration statements. Pursuant to Rule 436(c) under the Securities Act of
1933, this report should not be considered a part of the registration
statements prepared or certified by us within the meaning of Sections 7 and
11 of that Act.
COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P., a registered limited liability partnership, is a
member firm of Coopers & Lybrand International.
16
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
Company's financial statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 912,582
<OTHER-PROPERTY-AND-INVEST> 7,759
<TOTAL-CURRENT-ASSETS> 59,626
<TOTAL-DEFERRED-CHARGES> 193,978
<OTHER-ASSETS> 8,114
<TOTAL-ASSETS> 1,181,879
<COMMON> 45,470
<CAPITAL-SURPLUS-PAID-IN> 106,814
<RETAINED-EARNINGS> 210,843
<TOTAL-COMMON-STOCKHOLDERS-EQ> 363,127
6,920
6,956
<LONG-TERM-DEBT-NET> 170,793
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 165,000
<COMMERCIAL-PAPER-OBLIGATIONS> 47,369
<LONG-TERM-DEBT-CURRENT-PORT> 14,154
0
<CAPITAL-LEASE-OBLIGATIONS> 270
<LEASES-CURRENT> 535
<OTHER-ITEMS-CAPITAL-AND-LIAB> 406,755
<TOT-CAPITALIZATION-AND-LIAB> 1,181,879
<GROSS-OPERATING-REVENUE> 79,872
<INCOME-TAX-EXPENSE> 2,613
<OTHER-OPERATING-EXPENSES> 62,670
<TOTAL-OPERATING-EXPENSES> 65,283
<OPERATING-INCOME-LOSS> 14,589
<OTHER-INCOME-NET> 476
<INCOME-BEFORE-INTEREST-EXPEN> 15,065
<TOTAL-INTEREST-EXPENSE> 6,975
<NET-INCOME> 8,090
508
<EARNINGS-AVAILABLE-FOR-COMM> 7,582
<COMMON-STOCK-DIVIDENDS> 8,178
<TOTAL-INTEREST-ON-BONDS> 3,622
<CASH-FLOW-OPERATIONS> (274)
<EPS-PRIMARY> 0.34
<EPS-DILUTED> 0.33
17
</TABLE>
