UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| (Mark One) | |
| ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended September 30, 2003 |
|
or |
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 333-92047-03
EME HOMER CITY GENERATION L.P.
(Exact name of registrant as specified in its charter)
| Pennsylvania (State or other jurisdiction of incorporation or organization) |
33-0826938 (I.R.S. Employer Identification No.) |
|
1750 Power Plant Road Homer City, Pennsylvania (Address of principal executive offices) |
15748 (Zip Code) |
Registrant's telephone number, including area code: (724) 479-9011
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 ý NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES o NO ý
Number of shares outstanding of the registrant's Common Stock as of November 14, 2003: Not applicable.
| |
|
Page |
||
|---|---|---|---|---|
| PART IFinancial Information | ||||
Item 1. |
Financial Statements |
1 |
||
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
13 |
||
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
24 |
||
Item 4. |
Controls and Procedures |
24 |
||
PART IIOther Information |
||||
Item 6. |
Exhibits and Reports on Form 8-K |
25 |
||
Signatures |
26 |
EME HOMER CITY GENERATION L.P.
STATEMENTS OF INCOME (LOSS)
(In thousands, Unaudited)
| |
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
2003 |
2002 |
|||||||||||
| Operating Revenues from Marketing Affiliate | |||||||||||||||
| Capacity revenues | $ | 11,265 | $ | 9,624 | $ | 21,561 | $ | 35,993 | |||||||
| Energy revenues | 138,353 | 109,010 | 379,424 | 249,223 | |||||||||||
| Income (loss) from price risk management | 7,114 | (623 | ) | 4,224 | (1,202 | ) | |||||||||
| Total operating revenues | 156,732 | 118,011 | 405,209 | 284,014 | |||||||||||
| Operating Expenses | |||||||||||||||
| Fuel | 50,774 | 43,700 | 139,260 | 104,509 | |||||||||||
| Plant operations | 14,901 | 15,576 | 65,516 | 70,375 | |||||||||||
| Depreciation and amortization | 16,645 | 15,453 | 47,816 | 46,403 | |||||||||||
| Administrative and general | 1,459 | 982 | 3,696 | 3,434 | |||||||||||
| Total operating expenses | 83,779 | 75,711 | 256,288 | 224,721 | |||||||||||
| Operating income | 72,953 | 42,300 | 148,921 | 59,293 | |||||||||||
| Other Income (Expense) | |||||||||||||||
| Interest and other income | 29 | 533 | 923 | 1,787 | |||||||||||
| Interest expense | (39,115 | ) | (42,637 | ) | (118,092 | ) | (127,790 | ) | |||||||
| Total other expense | (39,086 | ) | (42,104 | ) | (117,169 | ) | (126,003 | ) | |||||||
| Income (loss) before income taxes and accounting change | 33,867 | 196 | 31,752 | (66,710 | ) | ||||||||||
| Provision (benefit) for income taxes | 15,259 | (92 | ) | 14,306 | (30,490 | ) | |||||||||
| Income (Loss) Before Accounting Change | 18,608 | 288 | 17,446 | (36,220 | ) | ||||||||||
| Cumulative effect of change in accounting, net of tax (Note 3) | | | (958 | ) | | ||||||||||
| Net Income (Loss) | $ | 18,608 | $ | 288 | $ | 16,488 | $ | (36,220 | ) | ||||||
The accompanying notes are an integral part of these financial statements.
1
EME HOMER CITY GENERATION L.P.
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands, Unaudited)
| |
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
2003 |
2002 |
|||||||||||
| Net Income (Loss) | $ | 18,608 | $ | 288 | $ | 16,488 | $ | (36,220 | ) | ||||||
Other comprehensive income (expense), net of tax: |
|||||||||||||||
| Unrealized gains (losses) on derivatives qualified as cash flow hedges: | |||||||||||||||
| Cumulative effect of change in accounting for derivatives, net of income tax expense of $5,562 for the nine months ended September 30, 2002 | | | | 6,357 | |||||||||||
| Other unrealized holding gains (losses) arising during period, net of income tax expense (benefit) of $5,875 and $(2,515) for the three months and $(206) and $1,098 for the nine months ended September 30, 2003 and 2002, respectively | 7,164 | (2,875 | ) | (251 | ) | 1,255 | |||||||||
| Reclassification adjustments included in net income (loss), net of income tax expense (benefit) of $(1,563) and $(616) for the three months and $(11,120) and $3,308 for the nine months ended September 30, 2003 and 2002, respectively | 1,906 | 704 | 13,560 | (3,781 | ) | ||||||||||
| Other comprehensive income (loss) | 9,070 | (2,171 | ) | 13,309 | 3,831 | ||||||||||
| Comprehensive Income (Loss) | $ | 27,678 | $ | (1,883 | ) | $ | 29,797 | $ | (32,389 | ) | |||||
The accompanying notes are an integral part of these financial statements.
2
EME HOMER CITY GENERATION L.P.
BALANCE SHEETS
(In thousands, Unaudited)
| |
September 30, 2003 |
December 31, 2002 |
||||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 137,605 | $ | 59,174 | ||||
| Fuel inventory | 17,446 | 27,257 | ||||||
| Spare parts inventory | 24,452 | 24,159 | ||||||
| Deposits under lease swap agreement | | 67,098 | ||||||
| Assets under price risk management | 20,148 | | ||||||
| Other current assets | 14,601 | 4,511 | ||||||
| Total current assets | 214,252 | 182,199 | ||||||
Property, Plant and Equipment |
2,102,726 |
2,069,603 |
||||||
| Less accumulated depreciation and amortization | 148,337 | 99,997 | ||||||
| Net property, plant and equipment | 1,954,389 | 1,969,606 | ||||||
Deferred taxes |
|
18,747 |
||||||
| Restricted cash | 40,000 | 77,909 | ||||||
| Total Assets | $ | 2,208,641 | $ | 2,248,461 | ||||
The accompanying notes are an integral part of these financial statements.
3
EME HOMER CITY GENERATION L.P.
BALANCE SHEETS
(In thousands, Unaudited)
| |
September 30, 2003 |
December 31, 2002 |
||||||
|---|---|---|---|---|---|---|---|---|
| Liabilities and Partners' Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 3,351 | $ | 3,446 | ||||
| Accrued liabilities | 34,125 | 17,341 | ||||||
| Due to affiliates | 38,112 | 18,579 | ||||||
| Interest payable | 56,742 | 41,740 | ||||||
| Interest payable to affiliates | 10,129 | 52,703 | ||||||
| Advances under lease swap agreement | 18,685 | | ||||||
| Liabilities under price risk management | 1,329 | 9,585 | ||||||
| Current portion of lease financing | 29,597 | 59,723 | ||||||
| Total current liabilities | 192,070 | 203,117 | ||||||
Long-term debt to affiliate |
498,975 |
554,299 |
||||||
| Lease financing, net of current portion | 1,397,430 | 1,426,961 | ||||||
| Deferred taxes | 6,911 | | ||||||
| Benefit plans and other | 37,135 | 19,258 | ||||||
Total Liabilities |
2,132,521 |
2,203,635 |
||||||
| Commitments and Contingencies (Note 4) | ||||||||
Partners' Equity |
76,120 |
44,826 |
||||||
| Total Liabilities and Partners' Equity | $ | 2,208,641 | $ | 2,248,461 | ||||
The accompanying notes are an integral part of these financial statements.
4
EME HOMER CITY GENERATION L.P.
STATEMENTS OF PARTNERS' EQUITY
(In thousands, Unaudited)
| |
Chestnut Ridge Energy Company |
Mission Energy Westside Inc. |
Total Partners' Equity |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2002 | $ | 43,960 | $ | 866 | $ | 44,826 | ||||
Net income |
16,472 |
16 |
16,488 |
|||||||
Non-cash contribution |
1,496 |
1 |
1,497 |
|||||||
Other comprehensive income |
13,296 |
13 |
13,309 |
|||||||
| Balance at September 30, 2003 | $ | 75,224 | $ | 896 | $ | 76,120 | ||||
The accompanying notes are an integral part of these financial statements.
5
EME HOMER CITY GENERATION L.P.
STATEMENTS OF CASH FLOWS
(In thousands, Unaudited)
| |
Nine Months Ended September 30, |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
|||||||
| Cash Flows From Operating Activities | |||||||||
| Net income (loss) | $ | 16,488 | $ | (36,220 | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||
| Depreciation and amortization | 47,816 | 46,403 | |||||||
| Non-cash contribution of services | 1,497 | 1,667 | |||||||
| Deferred taxes | 26,448 | (26,242 | ) | ||||||
| Cumulative effect of change in accounting, net of tax | 958 | | |||||||
| Increase in due to/from affiliates | 19,533 | (15,022 | ) | ||||||
| (Increase) decrease in inventory | 9,518 | (2,526 | ) | ||||||
| Increase in other assets | (10,090 | ) | (2,311 | ) | |||||
| Decrease in accounts payable | (95 | ) | (683 | ) | |||||
| Increase in accrued liabilities | 16,784 | 5,760 | |||||||
| Increase (decrease) in interest payable | (27,572 | ) | 86,920 | ||||||
| Increase in other liabilities | 13,734 | 933 | |||||||
| Increase in net assets under price risk management | (15,095 | ) | (2,150 | ) | |||||
| Net cash provided by operating activities | 99,924 | 56,529 | |||||||
| Cash Flows From Financing Activities | |||||||||
| Advances under lease swap agreement | 85,783 | 54,141 | |||||||
| Borrowings on long-term obligations from affiliates | 20,966 | 20,585 | |||||||
| Repayments of debt obligations from affiliates | (76,290 | ) | | ||||||
| Repayments of lease financing | (59,657 | ) | (91,534 | ) | |||||
| Financing costs | | (283 | ) | ||||||
| Net cash used in financing activities | (29,198 | ) | (17,091 | ) | |||||
| Cash Flows From Investing Activities | |||||||||
| Capital expenditures | (30,204 | ) | (24,092 | ) | |||||
| Decrease in restricted cash | 37,909 | 52,608 | |||||||
| Net cash provided by investing activities | 7,705 | 28,516 | |||||||
| Net increase in cash and cash equivalents | 78,431 | 67,954 | |||||||
| Cash and cash equivalents at beginning of period | 59,174 | 38,501 | |||||||
| Cash and cash equivalents at end of period | $ | 137,605 | $ | 106,455 | |||||
The accompanying notes are an integral part of these financial statements.
6
EME HOMER CITY GENERATION L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(Dollars in thousands, except as indicated; Unaudited)
Note 1. General
In the opinion of management, all adjustments, including recurring accruals, have been made that are necessary to present fairly the financial position and results of operations for the periods covered by this report. The results of operations for the nine months ended September 30, 2003 are not necessarily indicative of the operating results for the full year.
EME Homer City's significant accounting policies are described in Note 2 to its financial statements as of December 31, 2002 and 2001, included in its 2002 annual report on Form 10-K filed with the Securities and Exchange Commission. EME Homer City follows the same accounting policies for interim reporting purposes. This quarterly report should be read in connection with such financial statements. Terms used but not defined in this report are defined in EME Homer City's annual report on Form 10-K for the year ended December 31, 2002.
During the first quarter of 2003, EME Homer City's marketing affiliate entered into agreements using the capacity of the Homer City facilities to participate in auction revenue rights awarded through the Pennsylvania-New Jersey-Maryland Power Pool, or PJM, to load servicing entities. The auction revenue rights are applicable to the period of June 1, 2003 through May 31, 2004, and the benefits of such agreements will flow through to EME Homer City. EME Homer City's share of auction revenue rights was $16.5 million, of which $11.5 million has been received by September 30, 2003. Payments for the remaining auction revenue rights are due ratably over the auction year. Revenue related to the auction revenue rights are recognized on a straight-line basis over the period of the agreements.
Note 2. Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) consisted of the following:
| |
Unrealized Gains (Losses) on Cash Flow Hedges |
Accumulated Other Comprehensive Income (Loss) |
|||||
|---|---|---|---|---|---|---|---|
| Balance at December 31, 2002 | $ | (4,415 | ) | $ | (4,415 | ) | |
| Current period change | 13,309 | 13,309 | |||||
| Balance at September 30, 2003 | $ | 8,894 | $ | 8,894 | |||
Unrealized gains on cash flow hedges at September 30, 2003 primarily include forward energy sales contracts that did not meet the normal sales and purchases exception under SFAS No. 133. These gains arise because current forecasts of future electricity prices are lower than EME Homer City's contract prices. As EME Homer City's hedged positions are realized, approximately $3.0 million, after tax, of the net unrealized gains on cash flow hedges will be reclassified into earnings during the next twelve months. Management expects that when the hedged items are recognized in earnings, the net unrealized gains associated with them will be offset. Actual amounts ultimately reclassified to earnings over the next twelve months could vary materially from this estimated amount as a result of changes in market conditions. The maximum period over which a cash flow hedge is designated is through December 31, 2004.
Under SFAS No. 133, the portion of a cash flow hedge that does not offset the change in value of the transaction being hedged, which is commonly referred to as the ineffective portion, is immediately recognized in earnings. EME Homer City recorded net gains of $7.3 million and $3.5 million during
7
the third quarter and nine months ended September 30, 2003, respectively, representing the amount of cash flow hedges' ineffectiveness, reflected in income (loss) from price risk management in the income statement.
Note 3. Changes in Accounting
Adoption of New Accounting Pronouncements
Statement of Financial Accounting Standards No. 143. Effective January 1, 2003, EME Homer City adopted Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires entities to record the fair value of a liability for a legal asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is increased to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. On January 1, 2003, EME Homer City recorded a $958 thousand, after tax, decrease to net income as the cumulative effect of adoption of SFAS No. 143.
EME Homer City recorded a liability representing expected future costs associated with site reclamation, facilities dismantlement and removal of environmental hazards as follows:
| Initial asset retirement obligation as of January 1, 2003 | $ | 3,862 | |
| Accretion expense | 289 | ||
| Balance of asset retirement obligation as of September 30, 2003 | $ | 4,151 | |
Had SFAS No. 143 been applied retroactively in the three and nine months ended September 30, 2002, it would not have had a material effect upon EME Homer City's results of operations.
Statement of Financial Accounting Standards No. 146. Effective January 1, 2003, EME Homer City adopted Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires that liabilities for costs associated with exit or disposal activities initiated after December 31, 2002 be recognized when incurred, rather than at the date of a commitment to an exit or disposal plan. The adoption of this standard had no impact on EME Homer City's financial statements.
Statement of Financial Accounting Standards No. 149. In April 2003, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This statement amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133. The amendment reflects decisions made by the FASB and the Derivatives Implementation Group (DIG) process in connection with issues raised about the application of SFAS No. 133. Generally, the provisions of SFAS No. 149 will be applied prospectively for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. SFAS No. 149 provisions that resulted from the DIG process that became effective in fiscal quarters beginning before June 15, 2003 will continue to be applied based upon their original effective dates. The adoption of this standard had no impact on EME Homer City's financial statements.
Statement of Financial Accounting Standards Interpretation No. 45. In November 2002, the FASB issued Statement of Financial Accounting Standards Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." This interpretation establishes reporting requirements to be made by a guarantor about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in
8
issuing the guarantee. The initial recognition and initial measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The adoption of this standard had no impact on EME Homer City's financial statements. See disclosure regarding guarantees and indemnities in Note 4Commitments and Contingencies.
Accounting Pronouncements Issued But Not Yet Adopted
Emerging Issues Task Force No. 03-11. In July 2003, the EITF reached a consensus on Issue No. 03-11, "Reporting Realized Gains and Losses on Derivative Instruments that are Subject to FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and Not Held for Trading Purposes." EITF Issue No. 03-11 provides guidance on whether realized gains and losses on derivative contracts should be reported on a net or gross basis and concludes such classification is a matter of judgment that depends on the relevant facts and circumstances. In analyzing the facts and circumstances, EITF Issue No. 99-19, "Reporting Revenue Gross as a Principal Versus Net as an Agent," should be considered. Gains and losses on non-trading derivative instruments are recognized in income (loss) from price risk management in the accompanying income statements. The consensus is effective prospectively for EME Homer City transactions or arrangements entered into or modified after September 30, 2003.
Statement of Financial Accounting Standards Interpretation No. 46. In January 2003, the FASB issued Statement of Financial Accounting Standards Interpretation No. 46, "Consolidation of Variable Interest Entities." This interpretation of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," addresses consolidation by business enterprises of variable interest entities. The primary objective of the interpretation is to provide guidance on the identification of, and financial reporting for, entities over which control is achieved through means other than voting rights; such entities are known as variable interest entities. This interpretation applies to variable interest entities created after January 31, 2003, and applies to variable interest entities in which EME Homer City holds a variable interest that it acquired before February 1, 2003. Effective October 9, 2003, the FASB issued Statement of Financial Accounting Standards Interpretation No. 46-6, "Effective Date of Financial Accounting Standards Interpretation No. 46, Consolidation of Variable Interest Entities." This interpretation delays the effective date for applying the provisions of FIN 46 to variable interest entities in which EME Homer City holds a variable interest that it acquired before February 1, 2003 until the end of the first interim or annual period ended after December 15, 2003. EME Homer City does not expect that this standard will have a material impact on its financial statements.
Note 4. Commitments and Contingencies
Plant Improvements
EME Homer City contracted with a division of ABB Flakt, now Alstom Power, to make environmental capital improvements to its generating units. The contractor was retained to construct a limestone-based, wet scrubber flue gas desulfurization system at Unit 3 and a selective catalytic reduction system at each of the three units. These improvements were intended to enable the Homer City generating units to comply with Phase II of Title IV of the federal Clean Air Act regarding sulfur oxide emissions, the Pennsylvania nitrogen oxide allowance regulations and Pennsylvania's response to the United States Environmental Protection Agency's State Implementation Plan Call regarding nitrogen oxide emissions. The contract consists of a fixed price, turnkey engineering, procurement and construction contract, including project management costs and other project costs. EME Homer City has spent $297 million related to this contract through September 30, 2003, which concludes the capital requirements for the project.
The wet scrubber flue gas desulfurization system on Unit 3 has been installed and is operational. The selective catalytic reduction system on Unit 3 was installed but went out of service on February 10,
9
2002 due to a collapse of ductwork which caused the entire unit to shut down. Unit 3 was returned to service on April 4, 2002 and operated with the selective catalytic reduction system bypassed until June 19, 2003, when the selective catalytic reduction system was returned to service. EME Homer City believes that the costs to repair the damage will be covered, for the most part, by insurance and the contractual obligations of the contractor. EME Homer City recovered $15.2 million under its insurance programs during the first nine months of 2003 and has an additional $8.9 million recorded as a receivable at September 30, 2003. EME Homer City may be entitled to additional recovery of business interruption losses, but such determination has not been made or quantified at this time.
The selective catalytic reduction systems on Units 1 and 2 have also been installed and several improvements were made during 2002 and 2003 to resolve past operating and structural issues. The contractor re-commissioned these units and the selective catalytic reduction systems for Units 1 and 2 have been operational since April 19, 2003 and May 18, 2003, respectively.
Environmental Matters
EME Homer City is subject to environmental regulation by federal, state and local authorities in the United States. EME Homer City believes that it is in substantial compliance with environmental regulatory requirements and that maintaining compliance with current requirements will not materially affect EME Homer City's financial position or results of operations. However, possible future developments, such as the promulgation of more stringent environmental laws and regulations, and future proceedings that may be initiated by environmental authorities, could affect the costs and the manner in which EME Homer City conducts its business and could cause EME Homer City to make substantial additional capital expenditures. There is no assurance that EME Homer City would be able to recover these increased costs from its customers or that its financial position and results of operations would not be materially adversely affected.
Typically, environmental laws require a lengthy and complex process for obtaining licenses, permits and approvals prior to construction and operation of a new project or modification of an existing project. Meeting all the necessary requirements can delay or sometimes prevent the completion of a proposed project as well as require extensive modifications to existing projects, which may involve significant capital expenditures. If EME Homer City fails to comply with applicable environmental laws, it may be subject to penalties and fines imposed against EME Homer City by regulatory authorities.
Ash Disposal Site
The Pennsylvania Department of Environmental Protection, or PADEP, regulations governing ash disposal sites require, among other things, groundwater assessments of landfills if existing groundwater monitoring indicates the possibility of degradation. The assessments could lead to the installation of additional monitoring wells and if degradation of the groundwater were discovered, EME Homer City would be required to develop abatement plans, which may include the lining of unlined sites. To date, the facilities' ash disposal site has not shown any signs that would require abatement. Management does not believe that the costs of maintaining and abandoning the ash disposal site will have a material impact on EME Homer City's results of operations or financial position.
Interconnection Agreement
EME Homer City's general partner, Mission Energy Westside, has entered into an interconnection agreement with New York State Electric & Gas Corporation, or NYSEG, and Pennsylvania Electric Company, or Penelec, an affiliate of GPU, Inc., to provide interconnection services necessary to interconnect the Homer City facilities with NYSEG and Penelec's transmission systems. Unless terminated earlier in accordance with its terms, the interconnection agreement will terminate on a date mutually agreed to by Mission Energy Westside, NYSEG and Penelec. This date will not exceed the
10
retirement date of the Homer City units. NYSEG and Penelec have agreed to extend such interconnection services (but not the expiration of the agreement) to modifications, additions, upgrades or repowering of the Homer City units. Mission Energy Westside is required to compensate NYSEG and Penelec for all reasonable costs associated with any modifications, additions or replacements made to NYSEG or Penelec's interconnection facilities or transmission systems in connection with any modification, addition, upgrade or repowering to the Homer City units.
Insurance
EME Homer City maintains insurance policies that are comparable to those carried by other electric generating facilities of similar size. The insurance program includes all-risk real and personal property insurance, including coverage for losses from boiler and machinery breakdowns, and the perils of earthquake and flood, subject to certain sublimits. The property insurance program currently covers losses up to $950 million. Under the terms of the participation agreements entered into on December 7, 2001 as part of the sale-leaseback transaction, EME Homer City is required to maintain specified minimum insurance coverages if and to the extent that such insurance is available on a commercially reasonable basis. Although the insurance covering the Homer City facilities is comparable to insurance coverages normally carried by companies engaged in similar businesses, and owning similar properties, the insurance coverages that are in place do not meet the minimum insurance coverages required under the participation agreements. Due to the current market environment, the minimum insurance coverage is not commercially available at reasonable prices. EME Homer City has obtained a waiver under the participation agreements which permits it to maintain its current insurance coverage through June 1, 2004.
EME Homer City also carries general liability insurance covering liabilities to third parties for bodily injury or property damage resulting from operations, automobile liability insurance and excess liability insurance. Limits and deductibles in respect of these insurance policies are comparable to those carried by other electric generating facilities of similar size.
Guarantees and Indemnities
Tax Indemnity Agreements
In connection with the sale-leaseback transaction related to the Homer City facilities, EME Homer City and EME entered into tax indemnity agreements. Under these tax indemnity agreements, EME Homer City and EME agreed to indemnify the equity investors in the sale-leaseback transaction for specified adverse tax consequences that could result in certain situations set forth in the tax indemnity agreements, including specified defaults under the respective leases. The potential indemnity obligation under these tax indemnity agreements could be significant. Due to the nature of the obligations under these tax indemnity agreements, EME Homer City cannot determine a maximum potential liability. The indemnities would be triggered by a valid claim from the lessors. EME Homer City has not recorded a liability related to these indemnities.
Indemnity Provided as Part of the Acquisition of the Homer City Facilities
In connection with the acquisition of the Homer City facilities, EME Homer City agreed to indemnify the sellers with respect to environmental liabilities before and after the date of sale as specified in the Asset Purchase Agreement dated August 1, 1998. Edison Mission Energy guaranteed the obligations of EME Homer City. Due to the nature of the obligation under this indemnity provision, it is not subject to a maximum potential liability and does not have an expiration date. Payments would be triggered under this indemnity by a claim from the sellers. EME Homer City has not recorded a liability related to this indemnity.
11
Collective Bargaining Agreement
In May 2003, EME Homer City reached agreement with the union that represents approximately 75% of its employees on a new collective bargaining agreement covering wages, benefits and working conditions. The new agreement runs from May 14, 2003 to December 31, 2006.
Note 5. Supplemental Statements of Cash Flows Information
| |
Nine Months Ended September 30, |
|||||
|---|---|---|---|---|---|---|
| |
2003 |
2002 |
||||
| Cash paid for interest | $ | 145,374 | $ | 39,462 | ||
| Cash paid for income taxes | $ | 3,248 | $ | 1,959 | ||
| Non-cash lease financing obligation | $ | | $ | 688 | ||
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements. These statements are based on EME Homer City Generation L.P.'s (EME Homer City's) knowledge of present facts, current expectations about future events and assumptions about future developments. Forward-looking statements are not guarantees of performance; they are subject to risks, uncertainties and assumptions that could cause actual future activities and results of operations to be materially different from those set forth in this discussion. Important factors that could cause actual results to differ include risks set forth in "Market Risk Exposures" below, and under "Risk Factors" in the Management's Discussion and Analysis of Results of Operations and Financial Condition included in Item 7 of EME Homer City's annual report on Form 10-K for the year ended December 31, 2002.
The Management's Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-Q discusses material changes in the results of operations, financial condition and other developments of EME Homer City since December 31, 2002, and as compared to the third quarter and nine months ended September 30, 2002. This discussion presumes that the reader has read or has access to the Management's Discussion and Analysis of Results of Operations and Financial Condition included in Item 7 of EME Homer City's annual report on Form 10-K for the year ended December 31, 2002.
General
EME Homer City is a Pennsylvania limited partnership between Chestnut Ridge Energy Company, as a limited partner with a 99.9 percent interest, and Mission Energy Westside Inc., as a general partner with a 0.1 percent interest. Both Chestnut Ridge Energy and Mission Energy Westside are wholly owned subsidiaries of Edison Mission Holdings Co., a wholly owned subsidiary of Edison Mission Energy, which is referred to as EME. EME is a wholly owned subsidiary of Mission Energy Holding Company and is an indirect wholly owned subsidiary of Edison International. EME Homer City was formed on October 31, 1998 for the purpose of acquiring, owning and operating three coal-fired electric generating units and related facilities, which are referred to as the "Homer City facilities," located near Pittsburgh, Pennsylvania for the purpose of producing electric energy.
On December 7, 2001, EME Homer City completed a sale-leaseback of the Homer City facilities to third-party lessors for an aggregate purchase price of $1.591 billion, made up of $782 million in cash and assumption of debt (the fair value of which was $809.3 million). This transaction has been accounted for as a lease financing for accounting purposes.
EME Homer City derives revenue from the sale of energy and capacity into the Pennsylvania-New Jersey-Maryland Power Pool, or PJM, and the New York Independent System Operator, or NYISO, and from bilateral contracts with power marketers and load serving entities within PJM, NYISO and the surrounding markets. EME Homer City has entered into a contract with a marketing affiliate for the sale of energy and capacity from the Homer City facilities, which enables this marketing affiliate to engage in forward sales and hedging transactions to manage electricity price exposure.
Related Party Transactions
During the first quarter of 2003, EME Homer City's marketing affiliate entered into agreements using the capacity of the Homer City facilities to participate in auction revenue rights awarded through PJM to load servicing entities. The auction revenue rights are applicable to the period of June 1, 2003 through May 31, 2004, and the benefits of such agreements will flow through to EME Homer City. EME Homer City's share of auction revenue rights was $16.5 million, of which $11.5 million has been received by September 30, 2003. Payments for the remaining auction revenue rights are due ratably over the auction year. Revenue related to the auction revenue rights are recognized on a straight-line basis over the period of the agreements.
13
Results of Operations
| |
Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
2003 |
2002 |
||||||||||
| Statistics | ||||||||||||||
| Generation (in GWhr) | 4,042 | 3,477 | 10,690 | 8,411 | ||||||||||
| Availability(1) | 97.6 | % | 89.1 | % | 87.8 | % | 71.0 | % | ||||||
| Forced outage rate(2) | 2.1 | |||||||||||||