SEC FILE NUMBER
001-08291
CUSIP NUMBER
39315410
UNITED STATE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
Form Period Ended: December 31, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________
Read Instruction (on back page) Before Preparing Form. Please Print of Type.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HERE.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Green Mountain Power Corporation
Full Name of Registrant
Former Name if Applicable
163 Acorn Lane
Address of Principal Executive Office (Street and Number)
Colchester Vermont 05446
City, State and Zip Code
PART II - RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR, or portion thereof will be filed on or
before
[X] the fifteenth calendar day following the prescribed due date; or the
subject
quarterly report of transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by 12b-25(c) has been
attached if applicable.
PART III - NARATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Green Mountain Power Corporation (the "Company") is filing this Notification of
Late Filing on Form 12b-25 to obtain a 15-day extension, from March 16, 2005 to
March 31, 2005, for filing its Annual Report on Form 10-K for the fiscal year
ended December 31, 2004 (the "Form 10-K"). The preparation of the Form 10-K was
delayed due to management's identification of a material weakness in the
Company's internal control over financial reporting relating to the Company's
accounting for income taxes. Management's investigation and reconciliation of
the affected accounts has been completed, but preparation of the Form 10-K was
delayed as a result of the investigation. In addition, because management
devoted substantial resources toward remedying the identified material weakness
in the Company's internal control over financial reporting, management was not
able to provide all requested information to Deloitte & Touche LLP ("D&T"), the
Company's independent registered public accounting firm, in a timely manner to
enable D&T to complete its audit of the Company's consolidated financial
statements as of and for the year ended December 31, 2004 to be included in the
Form 10-K and to complete its audit-related documentation so as to allow the
Company to be able to file its Form 10-K by March 16, 2005. As a result, the
Company will not, without unreasonable effort or expense, be able to file its
Form 10-K by March 16, 2005. The Company anticipates that it will be able to
file its Form 10-K on or before March 31, 2005.
(Attach extra Sheets if Needed)
PART IV - OTHER INFORMATIONS
(1) Name and telephone number of person to contact in regard to this
notification
Robert J. Griffin (802) 655-8452
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes [X] No [ ]
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes [X] No [ ]
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
On March 15, 2004, the Company announced 2004 consolidated earnings from
continuing operations of $2.10 per share of common stock, diluted, compared with
consolidated earnings from continuing operations of $2.01 per share of common
stock, diluted, for the same period in 2003. The Company's return on equity
from its core utility operations was 10.3 percent, slightly below its allowed
return on equity of 10.5 percent. The Company reported additional earnings of
$0.10 per share from discontinued operations in the current year, reflecting
diminished risk on litigation related to an inactive subsidiary investment that
led to reversal of previously recorded reserves.
Earnings from continuing operations improved in 2004 primarily as a result of
increased recognition of revenues deferred under a Vermont Public Service Board
order described below, and from growth in retail sales of electricity to large
and small commercial and industrial customers. Higher transmission expenses
partially offset these benefits.
The Company's 2003 Rate Plan, approved by the Vermont Public Service Board in
December 2003, provided for a rate freeze for 2004, and retail rate increases of
1.9 percent (generating approximately $4 million in added annual revenues) in
January 2005 and 0.9 percent (generating approximately $2 million in added
annual revenues) in January 2006, upon the submission of supporting cost of
service schedules. The first of these rate increases has been implemented
effective January 1, 2005. The 2003 Rate Plan also allowed the Company to carry
unused deferred revenue totaling approximately $3.0 million to 2004 and to
recognize this revenue during 2004.
Retail operating revenues for 2004 increased by $4.5 million or 2.3 percent
compared with 2003, reflecting an increase in electricity sales and an increase
in the recognition of revenues deferred under the December 2003 regulatory order
discussed above. An improving economy and modest customer growth contributed to
increased sales. Total retail megawatt hour sales of electricity increased by
1.8 percent in 2004, compared with the same period in 2003. Megawatt hour sales
of electricity to large and small commercial and industrial customers increased
by 3.3 percent and 2.0 percent, respectively, while sales to residential
customers were flat when compared with 2003, reflecting normal, but milder
weather conditions in 2004. Wholesale revenues in 2004 decreased by $56.2
million compared with 2003, reflecting reduced sales of electricity to Morgan
Stanley Capital Group, Inc., under a contract designed to manage price risks
associated with changing fossil fuel prices. The reduction in wholesale
revenues did not adversely affect Company earnings in 2004 and is not expected
to adversely affect future operating results.
Power supply expenses in 2004 decreased $53.3 million compared with 2003 due to
decreased wholesale sales of electricity, principally those associated with the
Morgan Stanley contract. Power supply expenses also decreased due to an
increase in credits received by the Company from auctions of financial
transmission rights designed to make areas in New England with inadequate
transmission and generation pay a premium for energy delivery. Power supply
expenses also declined due to reduced expenses to supply an option contract with
Hydro-Quebec.
Green Mountain Power Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 16, 2005 By /s/Robert J. Griffin
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Robert J. Griffin
Vice President, Chief Financial Officer and
Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).