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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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WASHINGTON, D.C. 20549 |
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FORM 10-Q |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2003 |
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1-267 |
Allegheny Energy, Inc. |
13-5531602 |
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333-72498 |
Allegheny Energy Supply Company, LLC |
23-3020481 |
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1-5164 |
Monongahela Power Company |
13-5229392 |
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1-3376-2 |
The Potomac Edison Company |
13-5323955 |
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1-255-2 |
West Penn Power Company |
13-5480882 |
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0-14688 |
Allegheny Generating Company |
13-3079675 |
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This combined Form 10-Q is separately filed by Allegheny Energy, Inc., Allegheny Energy Supply Company, LLC, Monongahela Power Company, The Potomac Edison Company, West Penn Power Company, and Allegheny Generating Company. Information contained in the Form 10-Q relating to Allegheny Energy Supply Company, LLC, Monongahela Power Company, The Potomac Edison Company, West Penn Power Company, and Allegheny Generating Company is filed by such registrant on its own behalf. Each of Allegheny Energy Supply Company, LLC, Monongahela Power Company, The Potomac Edison Company, West Penn Power Company, and Allegheny Generating Company makes no representation as to information relating to registrants other than itself. |
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Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Exchange Act). |
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Allegheny Energy, Inc. |
Yes [ X ] |
No [ ] |
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Allegheny Energy Supply Company, LLC |
Yes [ ] |
No [ X ] |
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Monongahela Power Company |
Yes [ ] |
No [ X ] |
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The Potomac Edison Company |
Yes [ ] |
No [ X ] |
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West Penn Power Company |
Yes [ ] |
No [ X ] |
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Allegheny Generating Company |
Yes [ ] |
No [ X ] |
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Number of shares outstanding of each class of common stock as of November 30, 2003: |
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Allegheny Energy, Inc |
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126,975,551 ($1.25 par value) |
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Allegheny Energy Supply Company, LLC |
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(a) |
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Monongahela Power Company |
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5,891,000 ($50 par value) |
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The Potomac Edison Company |
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22,385,000 ($0.01 par value) |
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West Penn Power Company |
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24,361,586 (no par value) |
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Allegheny Generating Company |
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1,000 ($1.00 par value) |
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(a) The registrant is a limited liability company, the interests in which are not represented by shares. |
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2 |
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TABLE OF CONTENTS |
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PART I. FINANCIAL INFORMATION |
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Page |
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Item 1. Consolidated Financial Statements (Unaudited) |
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Allegheny Energy, Inc.: |
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Consolidated Statements of Operations for the Three |
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7 |
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Consolidated Statements of Cash Flows for the Three |
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8 |
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Consolidated Balance Sheets as of March 31, 2003 and |
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9 |
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Allegheny Energy Supply Company, LLC: |
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Consolidated Statements of Operations for the Three |
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11 |
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Consolidated Statements of Cash Flows for the Three |
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12 |
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Consolidated Balance Sheets as of March 31, 2003 and |
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13 |
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Monongahela Power Company: |
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Consolidated Statements of Operations for the Three |
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15 |
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Consolidated Statements of Cash Flows for the Three |
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16 |
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Consolidated Balance Sheets as of March 31, 2003 and |
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17 |
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The Potomac Edison Company: |
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Consolidated Statements of Operations for the Three |
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19 |
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Consolidated Statements of Cash Flows for the Three |
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20 |
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Consolidated Balance Sheets as of March 31, 2003 and |
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21 |
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West Penn Power Company: |
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Consolidated Statements of Operations for the Three |
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23 |
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Consolidated Statements of Cash Flows for the Three |
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24 |
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Consolidated Balance Sheets as of March 31, 2003 and |
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25 |
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Allegheny Generating Company: |
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Statements of Operations for the Three |
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27 |
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Statements of Cash Flows for the Three |
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28 |
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Balance Sheets as of March 31, 2003 and |
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29 |
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Combined Notes to the Consolidated Financial Statements |
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30 |
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3 |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
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57 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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87 |
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Item 4. Controls and Procedures |
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88 |
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PART II. OTHER INFORMATION |
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Item 1. Legal Proceedings |
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91 |
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Item 2. Changes in Securities and Use of Proceeds |
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91 |
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Item 3. Default Upon Senior Securities |
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91 |
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Item 4. Submission of Matters to Vote of Security Holders |
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91 |
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Item 5. Other Information |
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93 |
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Item 6. Exhibits and Reports on Form 8-K |
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94 |
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Signatures |
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103 |
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4 |
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GLOSSARY |
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I. |
The following abbreviations and terms are used in this report to identify Allegheny Energy, Inc. and its subsidiaries: |
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AE |
Allegheny Energy, Inc., a diversified utility holding company |
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AE Supply |
Allegheny Energy Supply Company, LLC, an unregulated generation subsidiary of Allegheny Energy, Inc., also a holding company |
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AGC |
Allegheny Generating Company, an unregulated generation unit of Allegheny Energy, Inc. |
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Allegheny |
Allegheny Energy, Inc., together with its consolidated subsidiaries. |
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Allegheny Ventures |
Allegheny Ventures, Inc., a non-utility, unregulated subsidiary of Allegheny Energy, Inc. |
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Alliance Energy Services |
Alliance Energy Services, LLC, a former indirect subsidiary of Allegheny Ventures, Inc. |
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Distribution Companies |
Collectively, Monongahela Power Company, The Potomac Edison Company, and West Penn Power Company. The Distribution Companies do business as "Allegheny Power." |
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Fellon-McCord |
Fellon-McCord & Associates, Inc., a former subsidiary of Allegheny Ventures, Inc. |
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Monongahela |
Monongahela Power Company, a regulated subsidiary of Allegheny Energy, Inc. |
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Mountaineer |
Mountaineer Gas Company, a subsidiary of Monongahela Power Company |
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Potomac Edison |
The Potomac Edison Company, a regulated subsidiary of Allegheny Energy, Inc. |
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West Penn |
West Penn Power Company, a regulated subsidiary of Allegheny Energy, Inc. |
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II. |
The following abbreviations and acronyms are used in this report to identify entities and terms relevant to Allegheny's business and operations: |
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ARO |
Asset retirement obligation |
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Borrowing Facilities |
Agreements entered into on February 25, 2003, and March 13, 2003, by AE, AE Supply, Monongahela, and West Penn with various credit providers to refinance and restructure the majority of AE and AE Supply's short-term debt |
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CAAA |
Clean Air Act Amendments of 1990 |
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CDWR |
California Department of Water Resources |
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Clean Air Act |
Clean Air Act of 1970 |
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EITF |
Emerging Issues Task Force |
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EPA |
United States Environmental Protection Agency |
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FASB |
Financial Accounting Standards Board |
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FERC |
Federal Energy Regulatory Commission (an independent commission within the Department of Energy) |
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FIN |
FASB Interpretation Number |
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FIN 45 |
FIN 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others" |
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FIN 46 |
FIN 46, "Consolidation of Variable Interest Entities" |
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GAAP |
Generally Accepted Accounting Principles of the United States of America |
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KWh |
Kilowatt-hour |
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LV Cogen |
Las Vegas Cogeneration II |
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MW |
Megawatt |
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5 |
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MWh |
Megawatt-hour |
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NSR |
The New Source Performance Review Standards, or "New Source Review," applicable to facilities deemed "new" sources of emissions |
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PJM |
PJM Interconnection, LLC, a regional transmission organization |
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PJM West |
The commonly used name of the western extension of PJM Interconnection, LLC |
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PLR |
Provider-of-last-resort |
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PURPA |
Public Utility Regulatory Policies Act of 1978 |
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SEC |
United States Securities and Exchange Commission |
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SFAS |
Statement of Financial Accounting Standards |
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SFAS No. 71 |
SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation" |
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SFAS No. 133 |
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133 - an amendment of FASB Statement No. 133," and SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities - an amendment of FASB Statement No. 133" |
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SFAS No. 142 |
SFAS No. 142, "Goodwill and Other Intangible Assets" |
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SFAS No. 143 |
SFAS No. 143, "Accounting for Asset Retirement Obligations" |
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T&D |
Transmission and Distribution |
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Williams |
Williams Energy Marketing and Trading Company |
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6 |
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PART I. FINANCIAL INFORMATION |
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ALLEGHENY ENERGY, INC. |
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Unaudited |
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(In thousands, except number of shares |
2003 |
2002 |
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Total operating revenues |
$ 715,691 |
$ 1,005,107 |
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Cost of revenues: |
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Fuel consumed for electric generation |
158,772 |
143,498 |
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Purchased energy and transmission |
86,268 |
89,639 |
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Natural gas purchases |
95,959 |
174,423 |
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Deferred energy costs, net |
(13,659) |
15,544 |
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Other |
11,773 |
26,395 |
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Total cost of revenues |
339,113 |
449,499 |
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Net revenues |
376,578 |
555,608 |
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Other operating expenses: |
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Operation expense |
300,728 |
239,624 |
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Depreciation and amortization |
77,611 |
79,371 |
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Taxes other than income taxes |
60,627 |
60,784 |
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Total other operating expenses |
438,966 |
379,779 |
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Operating (loss) income |
(62,388) |
175,829 |
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Other income and (expenses), net (Note 11) |
80,260 |
10,989 |
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Interest charges and preferred dividends: |
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Interest on debt and other |
101,177 |
69,806 |
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Allowance for borrowed funds used during |
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Dividends on preferred stock of subsidiaries |
1,259 |
1,259 |
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Total interest charges and preferred dividends |
96,824 |
66,828 |
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Consolidated (loss) income before income taxes, |
(78,952) |
119,990 |
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Federal and state income tax (benefit) expense |
(38,018) |
42,885 |
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Minority interest |
(2,890) |
1,030 |
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Consolidated (loss) income before cumulative |
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Cumulative effect of accounting change, net of tax |
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Consolidated net loss |
$ (58,809) |
$ (54,439) |
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Average basic and diluted common shares outstanding |
126,553,119 |
125,248,884 |
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Basic and diluted earnings per share: |
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Consolidated (loss) income before cumulative |
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Consolidated net loss |
$ (.46) |
$ (.43) |
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See accompanying Combined Notes to Consolidated Financial Statements. |
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7 |
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Unaudited |
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(In thousands) |
2003 |
2002 |
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Cash flows from operations: |
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Consolidated net loss |
$ (58,809) |
$ (54,439) |
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Cumulative effect of accounting change, net |
20,765 |
130,514 |
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Consolidated (loss) income before cumulative |
(38,044) |
76,075 |
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Reapplication of SFAS No. 71 |
(75,823) |
--- |
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Depreciation and amortization |
77,611 |
79,371 |
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Loss (gain) on assets held for sale and disposed, net |
31,837 |
(14,314) |
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Minority interest |
(2,890) |
1,030 |
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Deferred energy costs |
(13,659) |
15,544 |
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Deferred investment credit and income taxes, net |
(33,661) |
23,640 |
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Unrealized losses (gains) on |
64,673 |
(86,393) |
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Changes in certain assets and liabilities: |
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Accounts receivable, net |
(18,398) |
10,759 |
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Materials and supplies |
1,611 |
2,898 |
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Prepaid taxes |
(32,295) |
(20,273) |
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Taxes receivable/payable, net |
156,113 |
78,462 |
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Accounts payable and collateralized deposits |
(17,183) |
31,789 |
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Benefit Plans' investments |
1,246 |
7,810 |
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Interest accrued |
23,612 |
1,372 |
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Contract termination cost |
(47,652) |
--- |
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Purchased options |
10,957 |
4,993 |
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Accrued payroll |
(12,539) |
(20,934) |
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Other, net |
12,332 |
13,819 |
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87,848 |
205,648 |
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Cash flows (used in) investing: |
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Acquisition of electric generating facility |
(318,435) |
--- |
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Construction expenditures |
(66,615) |
(82,167) |
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Proceeds from sale of businesses and assets |
333 |
15,902 |
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(384,717) |
(66,265) |
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Cash flows from (used in) financing: |
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Proceeds from credit facilities, notes and bonds |
1,931,506 |
--- |
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Restricted funds on deposit with trustee |
(135,531) |
613 |
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Payments on credit facilities, notes and bonds |
(229,975) |
(46,893) |
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Cash dividends paid on common stock |
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(48,374) |
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Short-term debt, net |
(1,121,966) |
13,538 |
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444,034 |
(81,116) |
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Net change in cash and temporary cash investments |
147,165 |
58,267 |
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Cash and temporary investments at January 1 |
204,231 |
37,980 |
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Cash and temporary investments at March 31 |
$ 351,396 |
$ 96,247 |
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See accompanying Combined Notes to Consolidated Financial Statements. |
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8 |
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ALLEGHENY ENERGY, INC. |
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Unaudited |
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(In thousands) |
March 31 |
December 31 |
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ASSETS |
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Current assets: |
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Cash and temporary cash investments |
$ 351,396 |
$ 204,231 |
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Accounts receivable: |
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Billed: |
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Customer |
363,625 |
316,260 |
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Energy trading and other |
80,907 |
93,700 |
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Unbilled |
133,522 |
166,055 |
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Allowance for uncollectible accounts |
(34,351) |
(29,645) |
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Materials and supplies (at average cost): |
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Operating and construction |
113,714 |
111,267 |
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Fuel |
69,307 |
74,768 |
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Taxes receivable |
--- |
185,691 |
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Deferred income taxes |
62,945 |
46,102 |
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Commodity contracts |
154,039 |
156,313 |
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Prepaid taxes |
82,252 |
49,957 |
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Other, including current portion of regulatory assets |
88,102 |
77,563 |
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1,657,114 |
1,463,872 |
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Property, plant, and equipment: |
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In service, at original cost |
11,072,218 |
10,976,166 |
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Construction work in progress |
594,334 |
380,959 |
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11,666,552 |
11,357,125 |
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Accumulated depreciation |
(4,543,171) |
(4,474,551) |
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7,123,381 |
6,882,574 |
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Investments and other assets: |
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Excess of cost over net assets acquired (Goodwill) |
367,287 |
367,287 |
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Benefit plans' investments |
41,884 |
47,309 |
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Unregulated investments |
56,409 |
56,393 |
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Intangible assets |
38,648 |
38,648 |
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Other |
35,760 |
22,685 |
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539,988 |
532,322 |
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Deferred charges: |
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Commodity contracts |
983,565 |
1,055,160 |
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Regulatory assets |
575,191 |
558,811 |
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Other |
149,975 |
107,540 |
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1,708,731 |
1,721,511 |
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Total assets |
$11,029,214 |
$10,600,279 |
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See accompanying Combined Notes to Consolidated Financial Statements. |
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9 |
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ALLEGHENY ENERGY, INC. |
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Unaudited |
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(In thousands) |
March 31 |
December 31 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Short-term debt |
$ 10,000 |
$ 1,131,966 |
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Long-term debt due within one year |
459,458 |
257,200 |
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Debentures, notes, and bonds reclassified |
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Accounts payable |
337,325 |
380,019 |
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Taxes accrued - other |
67,471 |
97,049 |
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Adverse power purchase commitments |
18,808 |
19,064 |
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Commodity contracts |
203,001 |
191,186 |
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Other, including current portion of |
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6,508,893 |
5,990,833 |
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Long-term debt |
115,944 |
115,944 |
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Deferred credits and other liabilities: |
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|
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Commodity contracts |
600,231 |
590,546 |
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Unamortized investment credit |
94,594 |
96,183 |
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Deferred income taxes |
1,071,166 |
1,079,151 |
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Obligation under capital leases |
40,135 |
39,054 |
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Regulatory liabilities |
53,808 |
111,967 |
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Adverse power purchase commitments |
231,637 |
236,147 |
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Other |
346,189 |
313,106 |
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|
2,437,760 |
2,466,154 |
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Minority interest |
18,773 |
21,841 |
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Preferred stock of subsidiary |
74,000 |
74,000 |
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Stockholders' equity: |
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Common stock |
158,665 |
158,261 |
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Other paid-in capital |
1,447,664 |
1,446,180 |
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Retained earnings |
299,080 |
357,889 |
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Treasury stock |
(1,179) |
(411) |
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Accumulated other comprehensive loss |
(30,386) |
(30,412) |
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|
1,873,844 |
1,931,507 |
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Commitments and contingencies (Note 15) |
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Total liabilities and stockholders' equity |
$11,029,214 |
$10,600,279 |
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See accompanying Combined Notes to Consolidated Financial Statements. |
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10 |
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ALLEGHENY ENERGY SUPPLY COMPANY, LLC, AND SUBSIDIARIES |
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Unaudited |
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(In thousands) |
2003 |
2002 |
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Total operating revenues |
$ 211,172 |
$424,078 |
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Cost of revenues: |
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Fuel consumed for electric generation |
121,714 |
112,949 |
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Purchased energy and transmission |
35,844 |
55,955 |
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Total cost of revenues |
157,558 |
168,904 |
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Net revenues |
53,614 |
255,174 |
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Other operating expenses: |
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Operation expense |
159,669 |
99,560 |
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Depreciation and amortization |
30,287 |
32,240 |
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Taxes other than income taxes |
14,121 |
16,838 |
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Total other operating expenses |
204,077 |
148,638 |
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Operating (loss) income |
(150,463) |
106,536 |
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Other income and (expenses), net (Note 11) |
(316) |
(2,359) |
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Interest charges: |
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Interest on debt |
60,610 |
33,230 |
||||
|
Interest capitalized |
(5,098) |
(3,175) |
||||
|
Total interest charges |
55,512 |
30,055 |
||||
|
Consolidated (loss) income before income |
(206,291) |
74,122 |
||||
|
Federal and state income tax (benefit) expense |
(79,999) |
26,960 |
||||
|
Minority interest |
1,113 |
1,012 |
||||
|
Consolidated (loss) income before cumulative |
(127,405) |
46,150 |
||||
|
Cumulative effect of accounting change, net of tax |
|
|
||||
|
Consolidated net (loss) income |
$(146,938) |
$ 46,150 |
||||
|
See accompanying Combined Notes to Consolidated Financial Statements. |
||||||
|
11 |
||||||
|
ALLEGHENY ENERGY SUPPLY COMPANY, LLC, AND SUBSIDIARIES |
||||
|
|
||||
|
|
Unaudited |
|||
|
(In thousands) |
2003 |
2002 |
||
|
Cash flows (used in) from operations: |
|
|
||
|
Consolidated net (loss) income |
$ (146,938) |
$ 46,150 |
||
|
Cumulative effect of accounting change, net |
19,533 |
--- |
||
|
Consolidated (loss) income before cumulative |
|
|
||
|
Depreciation and amortization |
30,287 |
32,240 |
||
|
Minority interest in AGC |
1,113 |
1,012 |
||
|
Deferred investment credit and income taxes, net |
(19,833) |
41,796 |
||
|
Unrealized losses (gains) on commodity contracts, net |
45,233 |
(95,744) |
||
|
Loss on disposal of assets |
33,722 |
--- |
||
|
Changes in certain assets and liabilities: |
|
|
||
|
Accounts receivable, net |
(5,257) |
29,825 |
||
|
Affiliated accounts receivable/payable, net |
(15,846) |
39,229 |
||
|
Materials and supplies |
(3,563) |
(13,459) |
||
|
Prepaid taxes |
2,847 |
2,508 |
||
|
Taxes receivable/payable, net |
65,760 |
33,997 |
||
|
Accounts payable and collateralized deposits |
(51,867) |
18,703 |
||
|
Interest accrued |
17,645 |
(3,295) |
||
|
Accrued payroll |
11 |
(32,841) |
||
|
Purchased options |
10,957 |
4,993 |
||
|
Contract termination costs |
(47,652) |
--- |
||
|
Other, net |
15,065 |
8,121 |
||
|
|
(48,783) |
113,235 |
||
|
Cash flows (used in) investing: |
|
|
||
|
Acquisition of electric generating facility |
(318,435) |
--- |
||
|
Construction expenditures |
(29,984) |
(37,537) |
||
|
|
(348,419) |
(37,537) |
||
|
Cash flows from (used in) financing: |
|
|
||
|
Notes payable to parent and affiliates |
--- |
64,650 |
||
|
Proceeds from credit facilities, notes and bonds |
1,621,604 |
--- |
||
|
Payments on credit facilities, notes and bonds |
(185,398) |
(27,644) |
||
|
Restricted funds on deposit with trustee |
(135,064) |
--- |
||
|
Short-term debt, net |
(796,966) |
(113,625) |
||
|
Return of member's capital contribution |
(12,674) |
--- |
||
|
Parent company contribution |
--- |
450 |
||
|
|
491,502 |
(76,169) |
||
|
Net change in cash and temporary cash investments |
94,300 |
(471) |
||
|
Cash and temporary investments at January 1 |
58,862 |
20,909 |
||
|
Cash and temporary investments at March 31 |
$ 153,162 |
$ 20,438 |
||
|
|
|
|
||
|
See accompanying Combined Notes to Consolidated Financial Statements. |
||||
|
12 |
||||
|
ALLEGHENY ENERGY SUPPLY COMPANY, LLC, AND SUBSIDIARIES |
|||
|
Unaudited |
|||
|
(In thousands) |
March 31 |
December 31 |
|
|
ASSETS |
|||
|
Current assets: |
|||
|
Cash and temporary cash investments |
$ 153,162 |
$ 58,862 |
|
|
Accounts receivable: |
|||
|
Billed: |
|||
|
Customer |
55,300 |
86,842 |
|
|
Other |
55,331 |
19,943 |
|
|
Allowance for uncollectible accounts |
--- |
(1,411) |
|
|
Materials and supplies (at average cost): |
|||
|
Operating and construction |
54,393 |
55,849 |
|
|
Fuel |
48,085 |
44,469 |
|
|
Taxes receivable |
--- |
69,701 |
|
|
Deferred income taxes |
42,478 |
25,981 |
|
|
Prepaid taxes |
15,004 |
17,851 |
|
|
Commodity contracts |
168,508 |
156,704 |
|
|
Restricted funds |
135,064 |
--- |
|
|
Assets held for sale |
53,773 |
9,259 |
|
|
Other |
15,861 |
22,951 |
|
|
796,959 |
567,001 |
||
|
Property, plant, and equipment: |
|||
|
In service, at original cost |
5,266,062 |
5,237,353 |
|
|
Construction work in progress |
486,647 |
245,038 |
|
|
5,752,709 |
5,482,391 |
||
|
Accumulated depreciation |
(2,098,469) |
||