<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 June 30, 1997 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 August 1, 1997 there were 22,459,656 shares outstanding of the
Registrant's Common Stock, par value $2.00 per share.
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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. . . . . . . . . . . . . . . 5
Consolidated Statements of Cash Flows. . . . . . . . . . 7
Notes to Consolidated Financial Statements . . . . . . . 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Disclosure Regarding Forward-Looking Statements. . . . . 9
Results of Operations. . . . . . . . . . . . . . . . . . 9
Financial Condition. . . . . . . . . . . . . . . . . . . 12
PART II. OTHER INFORMATION
Item 1. Legal Proceeding . . . . . . . . . . . . . . . . . . . . 14
Item 4. Submission of Matters To A Vote of Security Holders . . . 14
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 17
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
<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
management's opinion, all adjustments, consisting only of normal recurring
adjustments, that are necessary for a fair presentation of the Company's
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 six months ended June 30, 1997 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 financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996 (1996 Form
10-K).
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
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Coopers certified public accountants
& Lybrand L.L.P. 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 June 30, 1997, and the related consolidated
statements of income and cash flows for the three-month and six-month periods
ended June 30, 1997 and 1996, 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, 1996 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 29, 1997, 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, 1996, 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
July 25, 1997
2
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<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended June 30
(Unaudited)
<CAPTION>
(In thousands, except share and
per share amounts)
1997 1996
---------- ----------
<S> <C> <C>
OPERATING REVENUES $ 105,324 $ 113,303
---------- ----------
OPERATING EXPENSES
Fuel used for electric generation 27,887 32,013
Power purchased 8,696 11,793
Other operation 16,833 17,516
Restructuring charge 1,891
Maintenance 5,969 5,522
Depreciation 11,374 10,502
Taxes other than income taxes 8,369 7,578
Federal and state income taxes 5,846 6,813
---------- ----------
86,865 91,737
---------- ----------
OPERATING INCOME 18,459 21,566
Allowance for other funds used during
construction 124 171
Other income and expenses, net (106) 116
---------- ----------
INCOME BEFORE INTEREST CHARGES 18,477 21,853
Interest charges, including amortization of
debt expense, premium and discount 7,277 7,633
Allowance for borrowed funds used during
construction (69) (323)
---------- ----------
NET INCOME 11,269 14,543
Preferred dividend requirements, net 525 517
---------- ----------
NET INCOME APPLICABLE TO COMMON STOCK $ 10,744 $ 14,026
========== ==========
WEIGHTED AVERAGE COMMON SHARES
Primary 22,465,649 22,452,321
Fully diluted 23,864,412 23,856,843
EARNINGS PER SHARE
Primary $0.48 $0.63
Fully diluted $0.47 $0.61
CASH DIVIDENDS PAID PER SHARE $0.395 $0.385
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>
3
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<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the six months ended June 30
(Unaudited)
<CAPTION>
(In thousands, except share and
per share amounts)
1997 1996
---------- ----------
<S> <C> <C>
OPERATING REVENUES $ 202,992 $ 212,345
---------- ----------
OPERATING EXPENSES
Fuel used for electric generation 54,967 53,975
Power purchased 21,606 28,932
Other operation 30,115 31,974
Restructuring charge 1,891
Maintenance 11,764 10,427
Depreciation 22,712 21,329
Taxes other than income taxes 16,991 14,968
Federal and state income taxes 9,689 12,427
---------- ----------
169,735 174,032
---------- ----------
OPERATING INCOME 33,257 38,313
Allowance for other funds used during
construction 126 304
Other income and expenses, net 28 286
---------- ----------
INCOME BEFORE INTEREST CHARGES 33,411 38,903
Interest charges, including amortization of
debt expense, premium and discount 14,526 14,912
Allowance for borrowed funds used during
construction 90 (582)
---------- ----------
NET INCOME 18,795 24,573
Preferred dividend requirements, net 1,049 1,031
---------- ----------
NET INCOME APPLICABLE TO COMMON STOCK $ 17,746 $ 23,542
========== ==========
WEIGHTED AVERAGE COMMON SHARES
Primary 22,464,789 22,450,430
Fully diluted 23,864,280 23,856,668
EARNINGS PER SHARE
Primary $0.79 $1.05
Fully diluted $0.78 $1.02
CASH DIVIDENDS PAID PER SHARE $0.78 $0.76
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>
4
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<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
(In thousands)
June 30, 1997 December 31, 1996
------------- -----------------
ASSETS
<S> <C> <C>
Utility plant
Property, plant and equipment $ 1,398,047 $ 1,379,035
Accumulated depreciation (494,623) (475,212)
------------- ----------------
903,424 903,823
Construction work-in-progress 51,949 49,075
------------- ----------------
Total utility plant, net 955,373 952,898
------------- ----------------
Investments and other assets 2,815 8,488
------------- ----------------
Current assets
Cash and cash equivalents 17,303 20,307
Accounts receivable, net 45,479 43,912
Unbilled revenues 14,325 11,193
Fuel inventory, at average cost 8,958 9,366
Materials and supplies
inventory, at average cost 16,003 17,029
Prepayments and other current assets 2,478 2,505
------------- ----------------
Total current assets 104,546 104,312
------------- ----------------
Prepayments 8,752 8,683
Regulatory assets - deferred taxes 102,894 103,839
Other deferred charges 69,420 69,320
Accumulated deferred federal and
state income taxes 76,086 74,231
------------- ----------------
TOTAL ASSETS $ 1,319,886 $ 1,321,771
============= ================
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
(Continued on next page)
</TABLE>
5
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<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
<CAPTION>
(In thousands,
except share amounts)
June 30, 1997 December 31, 1996
------------- -----------------
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Common shareholders' equity
Common stock, $2 par value, authorized
50,000,000 shares, issued 22,761,254
and 22,760,154 shares at June 30,
1997 and December 31, 1996, respectively $ 45,522 $ 45,520
Premium on capital stock 113,721 113,702
Retained earnings 240,637 240,414
Treasury stock at cost, 301,598 and
307,577 shares at June 30, 1997
and December 31, 1996, respectively (6,121) (6,242)
----------- -------------
393,759 393,394
----------- -------------
Preferred stock, cumulative, $100 par value
Not subject to mandatory redemption 30,155 30,280
Deferred compensation related to
preferred stock held by ESOP (19,380) (20,751)
----------- -------------
10,775 9,529
Subject to mandatory redemption 6,260 6,372
----------- -------------
17,035 15,901
----------- -------------
Long-term debt, net 340,878 340,859
----------- -------------
Total capitalization 751,672 750,154
----------- -------------
Current liabilities
Short-term debt 64,343 65,161
Long-term debt due within one year 15,000 15,000
Accounts payable 28,661 50,022
Customer deposits 19,799 19,761
Taxes accrued 23,131 5,806
Interest accrued 7,689 7,521
Accumulated deferred fuel 1,750 2,168
Other current liabilities 3,556 3,252
----------- -------------
Total current liabilities 163,929 168,691
----------- -------------
Deferred credits
Accumulated deferred federal and state
income taxes 281,733 281,684
Accumulated deferred investment tax
credits 30,469 31,364
Regulatory liabilities - deferred credits 60,951 60,058
Other deferred credits 31,132 29,820
----------- -------------
Total deferred credits 404,285 402,926
----------- -------------
TOTAL CAPITALIZATION AND LIABILITIES $ 1,319,886 $ 1,321,771
=========== =============
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>
6
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<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30
(Unaudited)
<CAPTION>
(In thousands)
1997 1996
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 18,795 $ 24,573
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation and amortization 23,607 21,884
Allowance for funds used during construction 36 (886)
Amortization of investment tax credits (895) (904)
Deferred income taxes 51 1,901
Deferred fuel costs (418) (1,736)
Restructuring charge 1,891
(Gain) loss on disposition of utility plant, net (73) (2)
Changes in assets and liabilities
Accounts receivable, net (1,567) (2,673)
Unbilled revenues (3,132) (2,981)
Fuel inventory, materials and supplies 1,434 (3,273)
Accounts payable (23,252) (18,017)
Customer deposits 38 147
Other deferred accounts (985) (497)
Taxes accrued 17,325 11,188
Interest accrued 168 1,261
Other, net 8,398 227
---------- ----------
Net cash provided by operating activities 41,421 30,212
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to utility plant (25,020) (26,543)
Allowance for funds used during construction (36) 886
Sale of utility plant 240 332
Purchase of investments (130) (100)
Sale of investments 1 311
---------- ----------
Net cash used in investing activities (24,945) (25,114)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 21 67
Reacquisition of common stock (2)
Issuance of long-term debt 15,000 25,000
Retirement of long-term debt (15,000)
Decrease in short-term, net (818) (8,087)
Issuance of preferred stock 125
Redemption of preferred stock (237) (40)
Dividends paid on common and preferred stock,net (18,571) (18,086)
---------- ----------
Net cash used in financing activities (19,480) (1,148)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,004) 3,950
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 20,307 20,621
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 17,303 $ 24,571
========== ==========
Supplementary cash flow information
Interest paid (net of amount capitalized) $ 13,584 $ 13,328
========== ==========
Income taxes paid $ 2,391 $ 4,518
========== ==========
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>
7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note A. Reclassification
Certain prior-period amounts have been reclassified to conform with the
presentation shown in the current year's financial statements. These
reclassifications had no effect on net income applicable to common stock or
common shareholders' equity.
Note B. Contingency
Teche Electric Cooperative, Inc.
- --------------------------------
In February 1995, Teche Electric Cooperative, Inc. (Teche) and the Company
executed a Purchase and Sale Agreement (Agreement). The Agreement calls for
the purchase of all 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. On March 24, 1997, the board of directors of
Teche voted to extend the Agreement with the Company for an additional twelve
months until March 31, 1998, to allow for the Teche wholesale power contract
with Cajun Electric Power Cooperative, Inc. (Cajun) to be resolved through
Cajun's bankruptcy process. Consummation of the acquisition is subject to a
number of conditions, including approval by the Louisiana Public Service
Commission (LPSC), and successful resolution of Teche's wholesale power supply
contract with Cajun. See Item 5 in Part II of this Report for additional
information relating to the proposed Teche acquisition and the Cajun bankruptcy
proceeding.
Note C. Restructuring Charge
During the second quarter of 1997, the Company reorganized the electric
production section of its generation services. The primary objective of this
reorganization was to create a centralized power production maintenance
function. Other initiatives included improving power production operations
and providing better services to customers. As a result, approximately 30
positions were eliminated resulting in a charge to earnings which is estimated
to be $1,891,000 ($1,248,000 on an after-tax basis), consisting mainly of
voluntary severance programs offered to eligible employees.
8
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in combination with
Management's Discussion and Analysis of Financial Condition and Results of
Operations in Item 7 of the Company's 1996 Form 10-K, the financial statements
and notes contained in Item 8 of the Company's 1996 Form 10-K and the interim
financial statements and notes thereto contained elsewhere in this Report.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this Report, including, without
limitation, the statements under "-Financial Condition - Regulatory Matters"
and Note B to the Consolidated Financial Statements located elsewhere in this
Report regarding the Company's proposed Teche acquisition, the effect of
certain recently proposed legislation, and other matters, are forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, such forward-looking statements
are based on numerous assumptions (some of which may prove to be incorrect) and
are subject to risks and uncertainties which could cause the actual results to
differ materially from the Company's expectations. Such risks and
uncertainties include, without limitation, the effects of competition in the
power industry, legislative and regulatory changes affecting electric
utilities, fluctuations in the weather and changes in general economic and
business conditions, as well as other factors discussed in this and the
Company's other filings with the Securities and Exchange Commission (Cautionary
Statements). All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.
RESULTS OF OPERATIONS
For the Three Months Ended June 30, 1997
- ----------------------------------------
Net income applicable to common stock totaled $10.7 million or $0.48 per
share for the second quarter of 1997, as compared to $14.0 million or $0.63 per
share for the corresponding period in 1996. Net income applicable to common
stock for the second quarter of 1997 was affected by a restructuring charge of
$1.9 million ($1.2 million net-of-tax) or $0.05 per share. The following
principal factors also contributed to these results:
Operating revenues for the quarter decreased $8.0 million or 7.0% compared to
the same period in 1996, primarily due to a decrease in fuel cost recovery
revenues and a weather-related decrease in kilowatt-hour sales to residential
customers. Fuel cost recovery revenues for the second quarter of 1997 were
9
<PAGE>
$6.9 million lower than the second quarter of 1996. This decrease is primarily
attributable to lower purchased power costs.
Changes in fuel cost have historically had no effect on net income, as fuel
costs are generally recovered through a fuel cost adjustment clause that
enables the Company to pass on to customers substantially all changes in the
cost of generating fuel and purchased power. These adjustments are audited
monthly and are regulated by the LPSC (representing about 99% of the total fuel
cost adjustment) while 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.
Base revenues decreased $1.1 million during the second quarter of 1997 compared
to the corresponding period in 1996. The decline in base revenues is
attributable to a decrease in kilowatt-hour sales to residential customers, the
most weather-sensitive customer class, offset partially by an increase in
sales to commercial and industrial customers. The reduced consumption by
residential customers was primarily due to a cooler-than-normal spring in 1997.
Weather during the second quarter of 1997 was 16% cooler than the second
quarter of 1996 and 13% cooler than normal as measured by degree day
calculations. Kilowatt-hour sales to regular customers decreased 1.8% from
the second quarter of 1996. Base revenues were also affected by the $3.0
million reduction of the Company's annual base rate tariff for electric service
effective November 1, 1996, as part of the Company's October 1996 LPSC earnings
review settlement. See "Management's Discussion and Analysis of Results of
Operations and Financial Condition - Financial Condition - Retail Rates" in
Item 7 of the Company's 1996 Form 10-K for discussion of the settlement.
Operating expenses decreased $4.9 million, or 5.3% during the second quarter of
1997 compared to the same period in 1996. The decrease in operating expenses
for the quarter is primarily due to a decrease in fuel and purchased power
costs, other operation expenses, and federal and state income taxes; partially
offset by a restructuring charge, and an increase in maintenance, depreciation
and taxes other than income taxes. The changes in the cost of fuel used for
electric generation and purchased power are attributable primarily to
fluctuations in the Company's generation mix, fuel costs, availability of
economy power and deferral of expenses for recovery from customers through fuel
adjustment clauses in subsequent months, as compared to the same period in
1996. The Company purchases electric energy from other electric power
generators when the price of the energy purchased is less than the cost to the
Company of generating such energy from its own facilities. Twenty percent of
the Company's energy requirements were met with purchased power, compared to
27% for the corresponding period in 1996. Other operation expenses decreased
$0.7 million, or 3.9%, compared to the same period in 1996, primarily due to
the decrease in the employee incentive plan expense. Federal and state income
taxes decreased $1.0 million compared to the same period in 1996 as a result of
lower taxable income in 1997. A restructuring of the Company's generation
services business resulted in a one-time pre-tax charge of $1.9 million related
to severance payments. Maintenance expense increased $0.4 million, or 8.1%,
compared to the same period in 1996, as a result of an increase in right-of-way
reclearing activities by the Company. Depreciation expense increased $0.9
million compared to the same period in 1996, primarily due to the additions to
the Company's energy control center being placed into service in late 1996.
Taxes other than income taxes increased $0.8 million compared to the same
period in 1996, primarily resulting from the expiration of a ten year property
10
<PAGE>
tax exemption on a lignite-fired electric generating unit built in 1986.
See "Management's Discussion and Analysis of Results of Operations and
Financial Condition - Results of Operations - Nonfuel Operating Expenses and
Income Taxes" in Item 7 of the Company's 1996 Form 10-K for a discussion of the
expiration of the property tax exemption.
For the Six Months Ended June 30, 1997
- --------------------------------------
Net income applicable to common stock totaled $17.7 million or $0.79 per
share for the first six months of 1997, as compared to $23.5 million or $1.05
per share for the same period in 1996. The following principal factors
contributed to these results:
Operating revenues for the first six months of 1997 decreased $9.3 million or
4.4% compared to the same period in 1996, partially due to a decline in fuel
cost recovery revenues and a decrease in kilowatt-hour sales to residential
customers. Fuel cost recovery revenues were $5.9 million lower than the fuel
cost recovery revenues for the same period in 1996. The decrease in fuel cost
recovery revenues is primarily attributable to lower purchased power costs.
Base revenues decreased $3.4 million for the first six months of 1997 compared
to the corresponding period in 1996. The decline in base revenues is
attributable to a 6.3% decrease in kilowatt-hour sales to residential
customers, the most weather-sensitive of the Company's customers, offset
partially by a 1.5% increase in sales to commercial customers and a 3.8%
increase in sales to industrial customers. The reduced consumption by
residential customers is primarily due to a cooler-than-normal spring of 1997,
and a warmer-than-normal winter in the first quarter of 1997. Kilowatt-hour
sales to regular customers decreased 1.1% from the same period in 1996. Base
revenues were also affected by the $3.0 million reduction of the Company's
annual base rate tariff for electric service effective November 1, 1996, as
part of the Company's October 1996 LPSC earnings review settlement.
Operating expenses decreased $4.3 million, or 2.5% for the first six months of
1997 compared to the same period in 1996. The decrease in operating expenses
is primarily due to a decrease in purchased power costs, other operation
expenses, and federal and state income taxes; partially offset by a
restructuring charge, and an increase in fuel costs, maintenance, depreciation
and taxes other than income taxes. The changes in the cost of fuel used for
electric generation and purchased power are attributable primarily to
fluctuations in the Company's generation mix, fuel costs, availability of
economy power and deferral of expenses for recovery from customers through fuel
adjustment clauses in subsequent months, as compared to the same period in
1996. Twenty-six percent of the Company's energy requirements were met with
purchased power, compared to 33% for the corresponding period in 1996. Other
operation expenses decreased $1.9 million, or 5.8%, compared to the same
period in 1996, primarily due to the decrease in the employee incentive plan
expense. Federal and state income taxes decreased $2.7 million compared to the
same period in 1996, as a result of lower taxable income. The results for the
first six months of 1997 were affected by the restructuring charge referenced
above. Maintenance expense increased $1.3 million, or 12.8%, depreciation
expense increased $1.3 million and taxes other than income taxes increased $2.0
million, compared to the same period in 1996, for the same reasons discussed
above under the results for the three months ended June 30, 1997.
11
<PAGE>
FINANCIAL CONDITION
Liquidity and Capital Resources
- -------------------------------
At December 31, 1996, the Company had reduced to zero the amount of
receivables that had been sold under a program which allowed it to sell, on an
ongoing basis, up to $35 million of eligible accounts receivable. During the
quarter ended March 31, 1997, the Company terminated the accounts receivable
program.
With the termination of the receivables program, the Company increased the
amount of short-term debt it could borrow by putting in place an additional $25
million revolving credit facility with a scheduled termination date of March
19, 1998. An existing $100 million revolving credit facility is scheduled to
terminate on June 15, 2000. Both facilities provide support for the issuance
of commercial paper and working capital needs. Uncommitted lines of credit
with banks totaling $20 million are also available to support working capital
needs.
On April 8, 1997, the Company issued $15 million of unsecured, noncallable,
medium-term notes, which are due April 9, 2007, at an interest rate of 7.50%.
The notes were issued to refinance $15 million of medium-term notes with a
weighted average interest rate of 9.14% which matured on June 30, 1997. As of
August 1, 1997, the Company had $165 million of debt issuance capability
remaining under its medium-term note shelf registration statement on file with
the Securities and Exchange Commission.
At June 30, 1997 and 1996, the Company had $64.3 million and $15.0 million,
respectively, of short-term debt outstanding in the form of commercial paper
borrowings and bank loans. Much of this increase was due to the utilization of
short-term debt to replace the sale of the accounts receivable program
discussed above.
At June 30, 1997, an unregulated consolidated subsidiary of the Company had
$13.6 million of cash and temporary cash investments in securities with
original maturities of 90 days or less.
Regulatory Matters - Retail Electric Competition
- ------------------------------------------------
The LPSC has set a generic docket, number U-21453, to investigate whether
retail choice is in the best interests of Louisiana electric utility consumers.
In March 1997, the LPSC consolidated portions of pre-existing, separate
company dockets that involved issues of retail customer choice into the generic
docket. No action has been taken by the LPSC as of the date of this Report
but all interested parties have filed their comments. Technical conferences
should be scheduled by late summer 1997, with recommendations expected by the
final quarter of 1997.
In early May 1997, the Commerce Committee of the Louisiana House of
Representatives deferred any action on legislation regarding
deregulation/customer choice of the electric utility industry in Louisiana. The
legislators determined that the issues surrounding deregulation should be left
to the LPSC. However, the legislature passed a resolution establishing a
special committee to study existing federal, state, and local laws, rules, and
policies to assess the impact of electric retail competition. The committee
will hold its first meeting before October 1997 and must submit a report
of its findings by the 1998 regular legislative session. The Company will have
a representative on this committee.
12
<PAGE>
Various federal and state legislative and regulatory bodies are considering a
number of issues in addition to those discussed above that will shape the
future of the electric utility industry. Such issues include deregulation of
retail electricity sales; the ability of electric utilities to recover stranded
costs; the repeal or modification of the Public Utility Holding Company Act of
1935; the unbundling of vertically integrated electric utility companies into
separate business segments or companies (i.e., generation, transmission,
distribution and retail energy services); the role of electric utilities,
independent power producers and competitive bidding in the construction and
operation of new generating capacity; and the pricing of transmission service
on an electric utility's transmission system. The Company is unable to predict
the outcome of such issues or their effect on the Company's financial position,
results of operations or cash flows.
13
<PAGE>
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDING
Fuel Supply - Lignite
The Company and Southwestern Electric Power Company (SWEPCO), each a 50%
owner of Dolet Hills Power Station Unit 1 (Dolet Hills Unit 1), jointly own
lignite reserves in the Dolet Hills area of northwestern Louisiana. In 1982
the Company and SWEPCO entered into a Lignite Mining Agreement (LMA) with the
Dolet Hills Mining Venture (DHMV), a partnership for the mining and delivery of
lignite from a portion of these reserves (Dolet Hills Mine). The LMA expires
in 2011. The price of lignite delivered pursuant to the LMA is a base price per
ton, subject to escalation based on certain inflation indices, plus specified
"pass-through" costs.
Currently, the Company is receiving annually a minimum delivery of 1,187,500
tons under the LMA. Since the late 1980's, additional spot lignite deliveries
have been obtained through competitive bidding from DHMV and another lignite
supplier. In 1996 the Company and SWEPCO received deliveries which
approximated 24% of the annual lignite consumption at Dolet Hills Unit 1 from
the other lignite supplier.
On April 15, 1997, the Company and SWEPCO filed suit against DHMV and its
partners in the United States District Court for the Western District of
Louisiana seeking to enforce various obligations of DHMV to the Company and
SWEPCO under the LMA, including provisions relating to the quality of the
lignite delivered, pricing, and mine reclamation practices. On June 15,
1997, DHMV filed an answer denying the allegations in the Company's suit and
filed a counterclaim asserting various contract-related claims against the
Company and SWEPCO. The Company and SWEPCO has denied the allegations in the
counterclaims on the grounds the counterclaims have no merit.
The suit is currently in the discovery phase and Management does not expect the
suit to be resolved quickly. The Company and SWEPCO will aggressively
prosecute the claims against DHMV and defend against the counterclaims which
DHMV has asserted. DHMV continues to deliver lignite to Dolet Hills Unit 1
pursuant to the LMA. The Company and SWEPCO continue to pay DHMV for lignite
delivered pursuant to the LMA. Normal day to day operations continue at the
Dolet Hills Mine and Dolet Hills Unit 1. Although the ultimate outcome of the
counterclaims cannot be predicted at this time, based on information currently
available to the Company, Management does not believe that these counterclaims
will have a material adverse effect on the Company's financial position or
results of operations.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The information regarding matters voted upon by security holders at the
Annual Meeting of Shareholders of the Company held on April 25, 1997, was
previously reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
14
<PAGE>
Item 5. OTHER INFORMATION
New Accounting Standards
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards "SFAS No. 128 Earnings Per Share" effective
for financial statements issued for periods ending after December 15, 1997.
Management believes adoption of this statement will not have a significant
effect on the Company's earnings per share.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "SFAS No. 130, Reporting Comprehensive Income"
effective for fiscal years beginning after December 15, 1997. Management
believes adoption of this statement will have a financial statement
presentation impact only and will not have an effect on the Company's financial
position or results of operations.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information" effective for financial statements for
periods beginning after December 15, 1997. Management believes adoption of
this statement will have a financial statement disclosure impact only and will
not have an effect on the Company's financial position or results of
operations. This Statement need not be applied to interim financial statements
in the initial year of its application, but comparative information for interim
periods in the initial year of application is to be reported in financial
statements for interim periods in the second year of application.
Cajun Electric Power Cooperative, Inc. (Cajun)
The Company and Teche have entered into an agreement whereby the Company
would purchase all of Teche's assets. See Note B to the Consolidated Financial
Statements included in Part I of this Report. Cajun, which provides power to
Louisiana's electric distribution cooperatives, including Teche, has been in
bankruptcy since December 1994.
In April 1997, the Rural Utilities Service (RUS), Cajun, Teche and the Company
filed with the United States Bankruptcy Court for The Middle District of
Louisiana a joint motion to dismiss (Joint Motion to Dismiss) Motions for
Enforcement of Automatic Stay that had previously prevented the Company from
consummating the acquisition of Teche in the event all necessary approvals were
received. As part of the agreement to file the Joint Motion to Dismiss, the
RUS, Teche, the Cajun Trustee and the Company signed a Memorandum of
Understanding (MOU) requiring, among other things, that prior to the
acquisition of Teche, the Company shall have negotiated and entered into an
interim power purchase agreement with Cajun, reasonably acceptable to the RUS,
that provides Cajun's bankruptcy estate with an economic benefit equivalent to
that of Teche's current wholesale power supply contract with Cajun. Also, the
Company agreed in the MOU not to engage, subject to some limited exceptions, in
unsolicited or hostile attempts to acquire any other electric cooperative in
Louisiana, for a period of at least ten years. The dismissal of the Motions
for Enforcement of Automatic Stay allows the Company to proceed to satisfy the
conditions precedent to consummating the acquisition of Teche contained in the
Agreement. Such conditions include, among others, approval by the LPSC and
the RUS. On July 25, 1997, the Federal Trade Commission and the U.S. Department
15
<PAGE>
of Justice granted the Company and Teche early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
The Company is seeking regulatory approvals and will continue to work with the
bankruptcy trustee for the successful resolution of an interim power purchase
agreement. At this time, the Company is unable to predict whether and when it
will ultimately be successful in acquiring Teche.
Management Changes
On July 8, 1997, the Company announced a change in its management structure.
Thomas J. Howlin was named vice president of finance and chief financial
officer. Mr. Howlin previously served as vice president and chief financial
officer of TransAmerican Natural Gas Corporation and executive vice president
of TransTexas Gas Corporation in Houston, Texas, from 1995 to 1997. At the
Company's board of directors meeting held on July 25, 1997, Mr. Howlin was
elected senior vice-president - finance and chief financial officer of the
Company.
Also, at the July 25 board of directors meeting, the Company announced
additional changes in its management structure. David M. Eppler, executive
vice president, was also elected chief operating officer of the Company.
Mr. Eppler has been with the Company since 1981. Catherine C. Powell,
former vice president - employee and corporate services, was elected senior
vice president - employee and corporate services of the Company. Ms. Powell
joined the Company in 1991. Darrell J. Dubroc, former general
manager - wholesale merchant operations, was elected vice
president - generation services of the Company. Mr. Dubroc has been with the
Company since 1985. Jeffery W. Hall, former general manager - customer
revenue, was elected vice president - retail energy services of the Company.
Mr. Hall has been with the Company since 1981. Mark H. Segura, former
general manager - distribution services, was elected vice
president - distribution services of the Company. Mr. Segura has been with
the Company since 1984. Robert L. Duncan, vice president - customer
operations, announced his retirement effective October 1, 1997. Mr. Duncan
joined the Company in 1965 and served in a number of executive positions in the
customer operations area since 1983.
16
<PAGE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 Computation of Net Income Per Common Share for the three and
six months ended June 30, 1997 and June 30, 1996
12 Computation of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Stock Dividends for the
twelve months ended June 30, 1997
15 Awareness letter, dated August 12, 1997, from Coopers &
Lybrand L.L.P. regarding review of the unaudited interim
financial statements
27 Financial Data Schedule
(b) Reports on Form 8-K
During the three-month period ended June 30, 1997, the Company
filed no Current Reports on Form 8-K.
17
<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
undersigned thereunto duly authorized.
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
(Registrant)
BY: /s/ Thomas J. Howlin
-----------------------------------------
Thomas J. Howlin
Senior Vice President of Finance
and Chief Financial Officer
(Principal Financial Officer)
Date: August 14, 1997
18
<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE
For the three months ended June 30,
(Unaudited)
<CAPTION>
(In thousands, except share
and per share amounts)
1997 1996
---------- ----------
<S> <C> <C>
PRIMARY
Net income applicable to common stock $ 10,744 $ 14,026
========== ==========
Weighted average number of shares of
common stock outstanding during the
period 22,459,381 22,441,471
Common stock under stock option grants 6,268 10,850
---------- ----------
Average shares 22,465,649 22,452,321
========== ==========
Primary net income per common share $ 0.48 $ 0.63
========== ==========
FULLY DILUTED
Net income applicable to common stock $ 10,744 $ 14,026
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 364 365
Deduct additional cash contribution required
which is equal to dividends on preferred
stock less dividends paid at the common
dividend rate, net of tax (25) (33)
Add tax benefit associated with dividends
paid on allocated common shares 73 57
---------- ----------
Adjusted income applicable to common stock $ 11,156 $ 14,415
========== ==========
Weighted average number of shares of
common stock outstanding during the
period 22,459,381 22,421,471
Number of equivalent common shares
attributable to ESOP 1,398,053 1,404,390
Common stock under stock option grants 6,978 10,982
---------- ----------
Average shares 23,864,412 23,856,843
========== ==========
Fully diluted net income per common share $ 0.47 $ 0.61
========== ==========
</TABLE>
<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 June 30, 1997
(Unaudited)
<CAPTION>
(In thousands,
except ratios)
------------------
<S> <C>
Earnings $ 46,356
Income taxes 23,416
------------------
Earnings from continuing operations before income taxes $ 69,772
------------------
Fixed charges
Interest, long-term debt 23,797
Interest, other (including interest on short-term debt) 3,269
Amortization of debt expense, premium, net 1,148
Portion of rentals representative of an interest factor 458
------------------
Total fixed charges $ 28,672
------------------
Earnings from continuing operations before
income taxes and fixed charges $ 98,444
==================
Ratio of earnings to fixed charges 3.43x
==================
Fixed charges from above $ 28,672
Preferred stock dividends* 2,891
------------------
Total fixed charges and preferred stock dividends $ 31,563
==================
Ratio of earnings to combined fixed charges and
preferred stock dividends 3.12x
==================
* Preferred stock dividends multiplied by the ratio of pretax
income to net income.
</TABLE>
Coopers Coopers & Lybrand L.L.P. 639 Loyola Avenue telephone (504) 529-2700
a professional services firm Suite 1800 facsmile (504) 529-1439
& Lybrand New Orleans, LA 70113
August 12, 1997
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, 33-62950 and 333-02895)
We are aware that our report dated July 25, 1997 on our review of the interim
financial information of Central Louisiana Electric Company, Inc. as of
June 30, 1997 and for the three-month and six-month periods ended June 30, 1997
and 1996 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 member
of Coopers & Lybrand international.
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 6-MOS
FISCAL-YEAR-END Dec-31-1997
PERIOD-START Jan-01-1997
PERIOD-END Jun-30-1997
BOOK-VALUE PER-BOOK
TOTAL-NET-UTILTIY-PLANT $ 955,373
OTHER-PROPERTY-AND-INVEST $ 2,815
TOTAL-CURRENT-ASSETS $ 104,546
TOTAL-DEFERRED-CHARGES $ 248,400
OTHER-ASSETS $ 8,752
TOTAL-ASSETS $ 1,319,886
COMMON $ 45,522
CAPITAL-SURPLUS-PAID-IN $ 107,600
RETAINED-EARNINGS $ 240,637
TOTAL-COMMON-STOCKHOLDERS-EQ $ 393,759
PREFERRED-MANDATORY $ 6,260
PREFERRED $ 10,775
LONG-TERM-DEBT-NET $ 120,878
SHORT-TERM-NOTES $ 0
LONG-TERM-NOTES-PAYABLE $ 220,000
COMMERCIAL-PAPER-OBLIGATIONS $ 64,343
LONG-TERM-DEBT-CURRENT-PORT $ 15,000
PREFERRED-STOCK-CURRENT $ 0
CAPITAL-LEASE-OBLIGATIONS $ 0
LEASES-CURRENT $ 0
OTHER-ITEMS-CAPITAL-AND-LIAB $ 488,871
TOT-CAPITALIZATION-AND-LIAB $ 1,319,886
GROSS-OPERATING-REVENUE $ 202,992
INCOME-TAX-EXPENSE $ 9,689
OTHER-OPERATING-EXPENSES $ 160,046
TOTAL-OPERATING-EXPENSES $ 169,735
OPERATING-INCOME-LOSS $ 33,257
OTHER-INCOME-NET $ 154
INCOME-BEFORE-INTEREST-EXPEN $ 33,411
TOTAL-INTEREST-EXPENSE $ 14,616
NET-INCOME $ 18,795
PREFERRED-STOCK-DIVIDENDS $ 1,049
EARNINGS-AVAILABLE-FOR-COMM $ 17,746
COMMON-STOCK-DIVIDENDS $ 17,522
TOTAL-INTEREST-ON-BONDS $ 4,516
CASH-FLOW-OPERATIONS $ 41,421
EPS-PRIMARY $ 0.79
EPS-DILUTED $ 0.78
</TABLE>
