United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark one)
X Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Transition report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended MARCH 31, 1997 Commission File Number 10-3140
NORTHERN STATES POWER COMPANY, A WISCONSIN CORPORATION, MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) AND (2) OF FORM
10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
Northern States Power Company
(Exact name of registrant as specified in its charter)
Wisconsin 39-0508315
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
100 North Barstow Street, Eau Claire, Wisconsin 54703
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code (715) 839-2592
NONE
Former name, former address and former 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 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.
Class Outstanding at May 15, 1997
Common Stock, $100 par value 862,000 Shares
All outstanding common stock is owned beneficially and of
record by Northern States Power Company, a Minnesota corporation.
<PAGE>
Northern States Power Company (Wisconsin)
Statements of Income (Unaudited)
Three Months Ended
March 31
1997 1996
(Thousands of dollars)
Operating revenues
Electric.......................................... $98,872 $100,360
Gas............................................... 39,376 38,370
Total........................................... 138,248 138,730
Operating expenses
Purchased and interchange power................... 46,713 48,080
Fuel for electric generation...................... 2,250 1,781
Gas purchased for resale.......................... 27,792 26,261
Other operation................................... 12,446 11,956
Maintenance....................................... 3,669 4,614
Administrative and general........................ 4,670 6,187
Conservation and demand side management........... 2,234 2,279
Depreciation and amortization..................... 9,349 8,529
Taxes: Property and general....................... 3,638 3,648
Current income tax......................... 7,499 7,901
Deferred income tax........................ 949 380
Investment tax credits recognized.......... (220) (227)
Total........................................... 120,989 121,389
Operating income................................... 17,259 17,341
Other income
Other income and deductions - net................. 12 126
Allowance for funds used during construction
- equity........................................ 50 136
Total other income .............................. 62 262
Income before interest charges..................... 17,321 17,603
Interest charges
Interest on long-term debt........................ 4,080 3,980
Other interest and amortization................... 705 799
Allowance for funds used during construction
- debt.......................................... (72) (95)
Total........................................... 4,713 4,684
Net Income ........................................ $12,608 $12,919
Statements of Retained Earnings (Unaudited)
Balance at beginning of period..................... $234,751 $221,638
Net income for period.............................. 12,608 12,919
Dividends paid to parent........................... (6,999) (6,396)
Balance at end of period........................... $240,360 $228,161
The Notes to Financial Statements are an integral part of the
Statements of Income and Retained Earnings.
</PAGE>
<PAGE>
Northern States Power Company (Wisconsin)
Balance Sheets (Unaudited)
March 31, December 31,
1997 1996
(Thousands of dollars)
ASSETS
Utility Plant
Electric................................. $900,747 $894,143
Gas...................................... 100,149 99,817
Other.................................... 68,214 67,262
Total................................ 1,069,110 1,061,222
Accumulated provision for
depreciation......................... (403,746) (395,619)
Net utility plant.................... 665,364 665,603
Other Property and Investments............. 10,377 10,232
Current Assets
Cash..................................... 1,835 208
Accounts receivable - net................ 42,819 40,250
Fuel inventories - at average cost....... 2,896 7,780
Other materials and supplies inventories
- at average cost...................... 5,640 5,918
Unbilled utility revenues................ 15,303 21,074
Prepayments and other.................... 8,752 11,703
Total current assets................... 77,245 86,933
Other Assets
Regulatory assets........................ 36,030 37,102
Federal income tax receivable............ 3,307 3,307
Unamortized debt expense................. 1,816 1,855
Other.................................... 4,589 4,099
Total other assets.................... 45,742 46,363
TOTAL ASSETS......................... $798,728 $809,131
LIABILITIES AND EQUITY
Capitalization
Common stock - authorized 870,000 shares
of $100 par value, issued shares:
1997 and 1996, 862,000................. $86,200 $86,200
Premium on common stock................ 10,461 10,461
Retained earnings...................... 240,360 234,751
Total common stock equity............ 337,021 331,412
Long-term debt........................... 231,710 231,688
Total capitalization................. 568,731 563,100
Current Liabilities
Notes payable - parent company........... 23,400 39,300
Accounts payable......................... 9,776 16,493
Payable to affiliate companies
(principally parent)................... 13,792 15,544
Salaries, wages, and vacation pay
accrued................................ 4,711 6,417
Taxes accrued............................ 7,060 1,641
Interest accrued......................... 4,398 4,459
Current regulatory liability -
purchased gas costs.................... 6,086 381
Current deferred income taxes............ 1,573 1,670
Other.................................... 3,835 3,507
Total current liabilities............ 74,631 89,412
Other Liabilities
Accumulated deferred income taxes........ 101,592 100,898
Accumulated deferred investment tax
credits................................ 19,748 20,024
Regulatory liabilities................... 19,634 19,409
Customer advances........................ 7,579 7,334
Benefit obligations and other............ 6,813 8,954
Total other liabilities.............. 155,366 156,619
TOTAL LIABILITIES AND EQUITY....... $798,728 $809,131
The Notes to Financial Statements are an integral part of the
Balance Sheets.
</PAGE>
<PAGE>
Northern States Power Company (Wisconsin)
Statements of Cash Flows (Unaudited)
Three Months Ended
March 31
1997 1996
(Thousands of dollars)
Cash Flows from Operating Activities:
Net Income...................................... $12,608 $12,919
Adjustments to reconcile net income
to cash from operating activities:
Depreciation and amortization................. 9,648 8,744
Deferred income taxes......................... 492 (112)
Deferred investment tax credits recognized.... (220) (227)
Allowance for funds used during
construction - equity....................... (50) (136)
Cash provided by changes in working capital..... 12,596 20,146
Cash used for changes in other assets
and liabilities............................... (1,051) (8,221)
Net cash provided by operating activities 34,023 33,113
Cash Flows from Investing Activities:
Capital expenditures............................ (9,145) (11,742)
Decrease in construction payables............... (63) (615)
Allowance for funds used during
construction - equity......................... 50 136
Other........................................... (339) (3)
Net cash used for investing activities (9,497) (12,224)
Cash Flows from Financing Activities:
Repayment of notes payable to parent - net...... (15,900) (13,900)
Dividends paid to parent........................ (6,999) (6,396)
Net cash used for financing activities (22,899) (20,296)
Net increase in cash and cash equivalents.......... 1,627 593
Cash and cash equivalents at beginning of period... 208 247
Cash and cash equivalents at end of period......... $1,835 $840
The Notes to Financial Statements are an integral part of the
Statements of Cash Flows.
</PAGE>
Northern States Power Company (Wisconsin)
NOTES TO FINANCIAL STATEMENTS
The Company is a wholly owned subsidiary of Northern States Power
Company, a Minnesota corporation (NSPM).
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the financial
position of Northern States Power Company, a Wisconsin corporation (the
Company), as of March 31, 1997 and Dec. 31, 1996, the results of its
operations for the three months ended March 31, 1997 and 1996 and its cash
flows for the three months ended March 31, 1997 and 1996. Due to the
seasonality of the Company's electric and gas sales, operating results on a
quarterly and year-to-date basis are not necessarily an appropriate base from
which to project annual results.
The accounting policies followed by the Company are set forth in Note 1
to the Company's financial statements in its Annual Report on Form 10-K for
the year ended Dec. 31, 1996 (Form 10-K). The following notes should be read
in conjunction with such policies and other disclosures in the Form 10-K.
Certain reclassifications have been made to 1996 financial information
to conform with the 1997 presentation. These reclassifications had no effect
on net income as previously reported.
1. Proposed Business Combination
On April 28, 1995 NSPM and Wisconsin Energy Corporation (WEC) entered
into an Agreement and Plan of Merger (the Merger Agreement), which provides
for a business combination involving NSPM, WEC and the Company to form a
registered utility holding company, which will be known as Primergy
Corporation (Primergy). See further discussion of the proposed business
combination in the 1996 Form 10-K and Part II, Item 5-Other Information of
this report.
During 1995, the Company, NSPM and WEC submitted filings to the Federal
Energy Regulatory Commission (FERC), applicable state regulatory commissions
and other governmental authorities seeking approval of the proposed merger to
form Primergy. The goal of NSPM, WEC and the Company was to complete the
merger by year-end 1996. Approvals were obtained from regulators in Michigan
and North Dakota during 1996. However, all necessary regulatory approvals
have not yet been obtained and, as a result, the merger has not yet been
completed. NSPM, WEC and the Company continue to pursue regulatory approvals,
without unacceptable conditions. The 1997 developments related to the merger
are discussed below.
In January 1997, a Dane County Circuit Court judge ordered the PSCW to
delay its decision on the merger, pending the results of an investigation
regarding alleged prohibited conversations between one of the commissioners
and WEC officials. The judge further ordered the PSCW to investigate the
allegations. The Company cannot predict when the PSCW will resolve the
allegations and proceed with deliberations concerning the proposed merger.
On March 5, 1997, the Minnesota Office of the Attorney General -
Residential Utilities Division, an intervenor in the Minnesota merger case,
filed a brief which expressed for the first time opposition to the merger.
On March 20, 1997, the Minnesota Public Utilities Commission (MPUC) heard
comments from the parties on the need for additional hearings or other
procedures prior to making a decision on the merger. On April 4, 1997, the
MPUC decided to hold additional public hearings before it issues a decision
on the proposed merger. The MPUC also requested comments on the impact of the
merger on the state's ability to restructure the electric utility industry in
accordance with 16 restructuring principles adopted by the MPUC. The public
hearings and comment period will be completed by June 20, 1997, with a MPUC
decision on the merger case expected by late summer 1997.
On Jan. 15, 1997, the United States Department of Justice served its
second request for information and documents regarding merger notification
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
NSPM and WEC anticipate completing responses to the second request in May
1997.
On April 28, 1997, Madison Gas & Electric Company, the Citizens Utility
Board of Wisconsin and the Wisconsin Federation of Cooperatives sought to
intervene in the proceedings regarding the Primergy transaction before the
Securities and Exchange Commission (SEC) under the Public Utility Holding
Company Act of 1935, as amended (PUHCA). The intervention, which was filed
approximately 11 months after the expiration of the time for such filings,
requests, among other things, the SEC: (i) reject the proposed transaction on
the grounds that it is contrary to PUHCA, (ii) order NSP and WEC to divest
their gas utility properties, or (iii) order a hearing on the efficiency and
competitive implications of the proposed transaction. NSP and WEC will oppose
the intervention and requests of the intervenors.
On May 14, 1997, the FERC issued a lengthy Opinion and Order (the
Opinion) in connection with the proposed business combination. In the
Opinion, the FERC concludes that it cannot approve the proposed merger at
this time and that the administrative law judge was incorrect to find
that the proposed merger, as conditioned, was consistent with the public
interest, the applicable standard under Section 203 of the Federal Power
Act. The Opinion states, however, that the participants should be given
another opportunity to attempt to reach consensus on the means by which
Primergy's post-merger market power may be adequately mitigated and the
FERC remands the case to a settlement judge and directs the participants
to attempt to reach a resolution of the market power issues. The mechanisms
suggested by the FERC for mitigating market power includes possible
divestiture of some generation assets. Any such proposed resolution must be
submitted to the FERC for its review and approval. The Opinion also approves
several contested settlements, provides guidance as to the formation of the
independent system operator which the applicants volunteered to form and
rules on certain other matters in connection with the proposed merger. NSP
and WEC are considering the effects of the FERC ruling.
The merger filings with each state included a request for deferred
accounting treatment and rate recovery of costs incurred in conjunction
with the proposed merger. At March 31, 1997, the Company had incurred $0.9
million of costs associated with the proposed merger which have been deferred
as a component of Other Assets. If the merger is not completed, these costs
would be charged to expense.
Under the Merger Agreement, completion of the merger is subject to
numerous conditions, that, unless waived by the affected party, must be met,
including but not limited to: the prior receipt of all necessary regulatory
approvals without the imposition of materially adverse terms; the accuracy of
each party's representations and warranties in the Merger Agreement, other
than representations and warranties whose inaccuracy does not result in a
material adverse effect on the business, assets, financial condition, results
of operations or prospects of such party and its subsidiaries taken as a
whole; and no such material adverse effect having occurred, or being
reasonably likely to occur, with respect to either party. In addition, the
Merger Agreement provides that both WEC and NSPM have the right to terminate
the Merger Agreement under certain circumstances, including without limiting
the foregoing, the inability to fulfill all conditions to the closing of the
merger at April 30, 1997 (other than receipt of all regulatory approvals
without any materially adverse terms), or the failure to receive all
regulatory approvals without any materially adverse terms by Oct. 31, 1997.
Prior to April 30, 1997, NSP and WEC entered into an agreement reserving the
right for each party to assert, at any time after April 30, 1997, that all
conditions to closing (other than receipt of all regulatory approvals without
any materially adverse terms) were met or were not met at April 30, 1997.
NSPM and the Company continue to work with WEC to complete the merger.
However, since numerous conditions are beyond its control, the Company cannot
state whether all necessary conditions for completion of the merger will
occur.
2. Regulation and Rate Matters
1997 Rate Cases - There have been no changes in customer rates for any
of the jurisdictions in which the Company operates since the 1996 Form 10-K
was filed. In 1996 the PSCW approved the Company's application for no change
in rates for 1997. However, certain classes of customers will experience
small changes in rates, as a result of rate design revisions requested by the
Company, which are expected to have an offsetting effect on overall revenues.
In the Company's 1997 rate order, the PSCW denied current rate recovery
of the federal government's assessment for the decommissioning and
decontamination of federal uranium enrichment facilities. The cost of the
Company's share of NSPM's assessment is billed through the Interchange
Agreement. The Company's annual expense for this item is approximately
$600,000. This cost disallowance was considered in the overall cost of
service which, as noted previously, supported no change to overall electric
and gas rates. NSPM plans to continue paying the assessments to the federal
government, and based on the PSCW's decision to allow future rate recovery
with interest if the courts ultimately decide the assessments must be paid,
the Company is recording the assessments as a regulatory asset beginning in
1997.
Fuel Cost Recovery - The Company is reviewing its fuel costs incurred to
date and expected for the remainder of the year and may consider a fuel cost
recovery filing for 1997, as allowed by the PSCW. If made and approved by the
PSCW, the filing would provide recovery of costs charged from NSPM, through
the Interchange Agreement, which include higher than expected fuel and
purchased power costs, including the impact of an unscheduled outage at NSPM's
Monticello nuclear plant.
3. Commitments and Contingent Liabilities
As discussed in Note 8 to the Financial Statements in the 1996 Form 10-K,
the Company has been named as a potentially responsible party in connection
with environmental contamination at a site in Ashland, Wisconsin. With
respect to developments since the 1996 Form 10-K was filed, the Company is
about to begin discussions with the Wisconsin Department of Natural Resources
concerning other responsible parties and remediation options for the Ashland
site.
4. Business Developments
Union Agreements - A new three-year collective-bargaining agreement was
ratified by the Company's union membership on April 10, 1997. All provisions
of this new agreement are effective retroactively to Jan. 1, 1997. The prior
agreement had expired Dec. 31, 1996, but was extended to April 30, 1997.
New Natural Gas System - Through a competitive bidding process, the
Company has been selected to own and operate a natural gas system at Fort
McCoy, a regional U.S. Army training center near Sparta, Wisconsin. The total
project cost is more than $2 million and estimated annual revenue is $1.7
million. The 10-year contract includes renewal provisions. Construction is
expected to be completed in time for the 1997-1998 heating season.
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Discussion of financial condition and liquidity is omitted per conditions
set forth in general instructions H (1) and (2) of Form 10-Q for wholly-owned
subsidiaries (reduced disclosure format).
On April 28, 1995, NSPM and WEC entered into an Agreement and Plan of
Merger which provides for a business combination involving the two companies
in a "merger-of-equals" transaction. See Note 1 to the Financial Statements
and Part II of this report for more information.
The Company's net income for the quarter ended March 31, 1997 was $12.6
million, a decrease of $0.3 million from the comparable period a year ago.
Except for the historical statements contained herein, the matters
discussed in the following discussion and analysis, including the statements
regarding the anticipated impact of the proposed merger, are forward-looking
statements that are subject to certain risks, uncertainties and assumptions.
Such forward-looking statements are intended to be identified in this document
by the words "anticipate", "estimate", "expect", "objective", "possible",
"potential" and similar expressions. Actual results may vary materially.
Factors that could cause actual results to differ materially include, but are
not limited to: general economic conditions, including their impact on capital
expenditures; business conditions in the energy industry; competitive factors;
unusual weather; changes in federal or state legislation; regulatory decisions
regarding the proposed combination of NSPM and WEC; and the other risk factors
listed from time to time by the Company in reports filed with the SEC,
including Exhibit 99.01 to this report on Form 10-Q for the quarter ended
March 31, 1997.
First Quarter 1997 Compared with First Quarter 1996
Electric revenues in total decreased $1.5 million or 1.5 percent for the
first quarter of 1997 compared to the first quarter of 1996. Sales to
customers other than NSPM decreased $1.1 million due to less favorable
weather in 1997, partially offset by customer and sales growth. On a weather-
normalized basis, sales are estimated to have increased 2.0 percent in the
first quarter of 1997 compared to the first quarter of 1996. The remaining
$0.4 million reduction in electric revenues relates to lower Interchange
Agreement billings to NSPM in 1997.
Gas revenues increased $1.0 million or 2.6 percent in the first quarter
of 1997 compared to the first quarter of 1996. Gas sales for the first
quarter of 1997 decreased 3.6 percent compared to the same period in 1996 due
to less favorable weather in 1997. Offsetting the sales decline were higher
costs per unit of purchased gas, as discussed below, which are reflected in
customer rates through the purchased gas adjustment clause mechanism.
Fuel for electric generation and Purchased and interchange power together
decreased $0.9 million or 1.8 percent for the first quarter of 1997 compared
to the first quarter of 1996 mainly due to lower average production costs per
unit charged to the Company by NSPM.
Gas purchased for resale increased $1.5 million or 5.8 percent in the
first quarter of 1997 compared to the first quarter of 1996 primarily due to
higher costs per unit of purchased gas. Offsetting the increase in unit costs
were reduced purchases in 1997 due to lower gas sales.
Other operation, Maintenance, and Administrative and general expenses
together decreased $2.0 million or 8.7 percent in the first quarter of 1997
compared to the same period in 1996. Contributing to the cost reductions were
lower employee benefit expenses and lower maintenance expenses in the
transmission and distribution areas. Partially offsetting these decreases
were approximately $0.9 million in network transmission service costs incurred
as a result of FERC Order No. 888.
Depreciation and amortization increased $0.8 million or 9.6 percent in
the first quarter of 1997 compared with the same period in 1996 due to
increases in the Company's plant in service.
Property and general taxes were approximately the same for both periods.
Income tax expense was nearly the same in the first quarter of 1997 as
compared to the first quarter of 1996, reflecting comparable pretax income for
both periods.
Other income and deductions decreased $0.2 million, primarily due to
gains recorded in 1996 on nontraditional gas sales which did not recur in 1997
and reduced AFC related to lower levels of qualifying construction work in
progress in the first quarter of 1997.
Interest expense was approximately the same for both periods.
Part II. OTHER INFORMATION
Item 5. Other Information
MERGER AGREEMENT WITH WISCONSIN ENERGY CORPORATION
As previously reported in the Company's Current Report on Form 8-K, dated
May 8, 1995, and filed on May 8, 1995, and the 1995 Form 10-K, NSPM and WEC
have entered into a Merger Agreement which provides for a business combination
involving NSPM and WEC in a "merger-of-equals" transaction (Transaction).
In connection with the Transaction, the Company will be merged into WEC's
principal utility subsidiary, Wisconsin Electric Power Company (WE), which
will be renamed "Wisconsin Energy Company." At the time of the merger of the
Company into Wisconsin Energy Company, a new successor company to NSPM,
Northern Power Wisconsin Corp. (New NSP), will acquire from the Company
certain gas utility properties and operations in LaCrosse and Hudson,
Wisconsin with a net historical cost at March 31, 1997 of approximately $18.0
million. This transfer is for purposes of complying with the Wisconsin Public
Utility Holding Company Act.
Detailed information with respect to the Merger Agreement and the
proposed Transaction is contained in the 1996 Annual Reports on Form 10-K of
NSPM and the Company and in the Joint Proxy Statement/Prospectus dated August
7, 1995 relating to the meetings of the stockholders of WEC and NSPM to vote
on the Merger Agreement and related matters.
SUMMARIZED PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The following summary of unaudited pro forma financial information
combines historical balance sheet and income statement information of WEC and
NSPM, and of WE and the Company, to give effect to the Transaction to form
Primergy and Wisconsin Energy Company, respectively. The unaudited pro forma
balance sheet information gives effect to the Transaction as if it had
occurred at March 31, 1997. The unaudited pro forma income statement
information gives effect to the Transaction as if it had occurred at Jan. 1,
1997. This pro forma information was prepared from the historical financial
statements of NSPM, WEC and WE and the Company on the basis of accounting for
the Transaction as a pooling of interests and should be read in conjunction
with such historical financial statements and related notes thereto.
The allocation between Wisconsin Energy Company and New NSP and their
customers of the estimated cost savings resulting from the Transaction, net
of the costs incurred to achieve such estimated cost savings, will be subject
to regulatory review and approval. None of the estimated cost savings, the
costs to achieve such savings, nor transaction costs are reflected in the
summarized unaudited pro forma income statement information. With the
exception of certain noncurrent deferred tax balance sheet reclassifications
described below, all other financial statement presentation and accounting
policy differences are immaterial and have not been adjusted in the unaudited
pro forma financial information. The following information is not necessarily
indicative of the financial position or operating results that would have
occurred had the Transaction been consummated on the date or at the beginning
of the period for which the Transaction is being given effect nor is it
necessarily indicative of future operating results or financial position.
Primergy Information
The following summarized Primergy unaudited pro forma financial
information reflects the combination of the historical financial statements
of WEC and NSPM after giving effect to the Transaction to form Primergy. A
pro forma adjustment has been made to conform the presentations of noncurrent
deferred income taxes in the summarized unaudited pro forma combined balance
sheet information as a net liability. The unaudited pro forma combined
earnings per common share reflect pro forma adjustments to average NSPM common
shares outstanding in accordance with the provisions of the Merger Agreement,
whereby each outstanding share of NSPM common stock will be converted into
1.626 shares of Primergy common stock. In the Transaction, each outstanding
share of WEC common stock will remain outstanding as a share of Primergy
common stock.
Unaudited
NSPM WEC Pro Forma
PRIMERGY CORP: (as reported)(as reported) Combined
(in millions, except per share amounts)
As of March 31, 1997:
Utility Plant-Net $4,319 $3,063 $7,382
Current Assets 724 557 1,281
Other Assets * 1,556 1,204 2,604
Total Assets $6,599 $4,824 $11,267
Common Stockholders' Equity $2,148 $1,965 $4,113
Preferred Securities 400 30 430
Long-Term Debt 1,589 1,409 2,998
Total Capitalization 4,137 3,404 7,541
Current Liabilities 1,028 517 1,545
Other Liabilities * 1,434 903 2,181
Total Equity & Liabilities $6,599 $4,824 $11,267
For the Three Months Ended
March 31, 1997:
Utility Operating Revenues $742 $511 $1,253
Utility Operating Income $88 $66 $154
Net Income, after Preferred
Dividend Requirements $62 $45 $107
Earnings per Common Share:
As reported $.90 $.40 --
NSPM Equivalent Shares -- -- $.78
Primergy Shares -- -- $.48
* Combined amount includes a $156 million pro forma adjustment to
conform the presentation of noncurrent deferred taxes as a net
liability.
Wisconsin Energy Company Information
The following summarized Wisconsin Energy Company unaudited pro forma
financial information combines historical balance sheet and income statement
information of WE and the Company to give effect to the Transaction, including
the transfer of certain gas utility properties from the Company to New NSP.
The unaudited pro forma income statement information does not reflect
adjustments for 1997 year-to-date revenues of $17.0 million and related
expenses associated with the transfer of certain gas utility properties and
operations from the Company to New NSP. A pro forma adjustment has been made
to conform the presentation of noncurrent deferred income taxes in the
summarized unaudited pro forma combined balance sheet information as a net
liability.
The Unaudited
WE Company Pro Forma
WISCONSIN ENERGY COMPANY (as Reported) (as Reported) Combined*
(Millions of Dollars)
As of March 31, 1997:
Utility Plant-Net $3,063 $666 $3,709
Current Assets 496 77 588
Other Assets ** 930 56 833
Total Assets $4,489 $799 $5,130
Common Stockholder's Equity $1,702 $337 $2,039
Preferred Stockholder's Equity 30 -- 30
Long-Term Debt 1,372 232 1,604
Total Capitalization $3,104 $569 $3,673
Current Liabilities 496 75 571
Other Liabilities ** 889 155 886
Total Equity & Liabilities $4,489 $799 $5,130
For the Three Months Ended
March 31, 1997:
Utility Operating Revenues $511 $138 $649
Utility Operating Income $66 $17 $83
Net Income, after Preferred
Dividend Requirements $43 $13 $56
* Combined Balance Sheet data includes pro forma adjustments for the
transfer of certain gas properties from the Company to New NSP.
** Combined amount includes a $152 million pro forma adjustment to conform
the presentation of noncurrent deferred taxes as a net liability.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibit is filed with this report:
27.01 Financial Data Schedule for the three months ended
March 31, 1997.
99.01 Statement pursuant to Private Securities Litigation Reform
Act of 1995.
(b) Reports on Form 8-K
None
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.
NORTHERN STATES POWER COMPANY
(Registrant)
/s/
Roger D. Sandeen
Controller
(Principal Accounting Officer)
/s/
Neal A. Siikarla
Treasurer
(Principal Financial Officer)
Date: May 15, 1997
EXHIBIT INDEX
Method of Exhibit Description
Filing No.
DT 27.01 Financial Data Schedule
DT 99.01 Statement pursuant to Private
Securities Litigation Reform
Act of 1995
DT = Filed electronically with this direct transmission.
<TABLE> <S> <C>
<ARTICLE> UT
EXHIBIT 27.01
<LEGEND>
This schedule contains summary financial information extracted from the
Statements of Income, Balance Sheets and Statements of Cash Flows and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
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0
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Exhibit 99.01
Northern States Power Company Cautionary Factors
The Private Securities Litigation Reform Act of 1995
(the Act) provides a new "safe harbor" for forward-looking
statements to encourage such disclosures without the threat
of litigation providing those statements are identified as
forward-looking and are accompanied by meaningful,
cautionary statements identifying important factors that
could cause the actual results to differ materially from
those projected in the statement. Forward-looking
statements have been and will be made in written documents
and oral presentations of Northern States Power Company, a
Wisconsin Corporation (the Company). Such statements are
based on management's beliefs as well as assumptions made by
and information currently available to management. When
used in the Company's documents or oral presentations, the
words "anticipate", "estimate", "expect", "objective",
"possible", "potential" and similar expressions are intended
to identify forward-looking statements. In addition to any
assumptions and other factors referred to specifically in
connection with such forward-looking statements, factors
that could cause the Company's actual results to differ
materially from those contemplated in any forward-looking
statements include, among others, the following:
- - Economic conditions including inflation rates and
monetary fluctuations;
- - Trade, monetary, fiscal, taxation, and environmental
policies of governments, agencies and similar organizations
in geographic areas where the Company has a financial
interest;
- - Customer business conditions including demand for their
products or services and supply of labor and materials used
in creating their products and services;
- - Financial or regulatory accounting principles or
policies imposed by the Financial Accounting Standards
Board, the Securities and Exchange Commission, the Federal
Energy Regulatory Commission and similar entities with
regulatory oversight;
- - Availability or cost of capital such as changes in:
interest rates; market perceptions of the utility industry,
or the Company; or security ratings;
- - Factors affecting operations such as unusual weather
conditions; catastrophic weather-related damage; unscheduled
generation outages, maintenance or repairs; unanticipated
changes to fossil fuel or gas supply costs or availability
due to higher demand, shortages, transportation problems or
other developments; environmental incidents; or electric
transmission or gas pipeline system constraints;
- - Employee workforce factors including loss or retirement
of key executives, collective bargaining agreements with
union employees, or work stoppages;
- - Increased competition in the utility industry,
including: industry restructuring initiatives; transmission
system operation and/or administration initiatives; recovery
of investments made under traditional regulation; nature of
competitors entering the industry; retail wheeling; a new
pricing structure; and former customers entering the
generation market;
- - Rate-setting policies or procedures of regulatory
entities, including environmental externalities, which are
values established by regulators assigning environmental
costs to each method of electricity generation when
evaluating generation resource options;
- - Social attitudes regarding the utility and power
industries;
- - Cost and other effects of legal and administrative
proceedings, settlements, investigations and claims;
- - Technological developments that result in competitive
disadvantages and create the potential for impairment of
existing assets;
- - Numerous matters associated with the proposed
combination of Northern States Power Company, a Minnesota
corporation (NSPM) and Wisconsin Energy Corporation to form
Primergy Corporation (Primergy), including:
- Regulatory authorities' decisions regarding business
combination issues including the approval of the business
combination as proposed, the rate structure of utility
operating companies after the merger, transmission system
operation and administration, or divestiture of gas utility
or nonregulated portions of NSPM's business;
- Qualification of the transaction as a pooling of
interests;
- Factors affecting the anticipated cost savings
including national and regional economic conditions,
national and regional competitive conditions, inflation
rates, weather conditions, financial market conditions, and
synergies resulting from the business combination;
- Allocation of benefits of cost savings between
shareholders and customers, which will depend, among other
things, upon the results of regulatory proceedings in
various jurisdictions;
- Regulation of Primergy as a registered public utility
holding company and other different or additional federal
and state regulatory requirements or restrictions to which
Primergy and its subsidiaries may be subject as a result of
the business combination (including conditions which may be
imposed in connection with obtaining the regulatory
approvals necessary to consummate the business combination,
such as the possible requirement to divest gas utility and
possibly certain nonregulated operations);
- Factors affecting dividend policy including results of
operations and financial condition of Primergy and its
subsidiaries and such other business considerations as the
Primergy Board of Directors considers relevant.
- - Other business or investment considerations that may be
disclosed from time to time in the Company's Securities and
Exchange Commission filings or in other publicly
disseminated written documents.
The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result
of new information, future events or otherwise. The
foregoing review of factors pursuant to the Act should not
be construed as exhaustive or as any admission regarding the
adequacy of disclosures made by the Company prior to the
effective date of the Act.
