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 June 30, 2004 |
|
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 August 6, 2004: Not applicable.
| |
|
Page |
||
|---|---|---|---|---|
| PART I Financial Information | ||||
Item 1. |
Financial Statements |
1 |
||
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
11 |
||
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
22 |
||
Item 4. |
Controls and Procedures |
22 |
||
PART II Other Information |
||||
Item 6. |
Exhibits and Reports on Form 8-K |
23 |
||
Signatures |
24 |
|||
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EME HOMER CITY GENERATION L.P.
STATEMENTS OF OPERATIONS
(In thousands, Unaudited)
| |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2004 |
2003 |
2004 |
2003 |
|||||||||||
| Operating Revenues from Marketing Affiliate | |||||||||||||||
| Energy revenues | $ | 122,733 | $ | 95,321 | $ | 233,349 | $ | 241,071 | |||||||
| Capacity revenues | 7,913 | 7,255 | 15,663 | 10,296 | |||||||||||
| Gains (losses) from price risk management | (8,215 | ) | 5,390 | (6,552 | ) | (2,890 | ) | ||||||||
| Total operating revenues | 122,431 | 107,966 | 242,460 | 248,477 | |||||||||||
Operating Expenses |
|||||||||||||||
| Fuel | 51,081 | 40,357 | 95,186 | 88,486 | |||||||||||
| Plant operations | 26,053 | 33,186 | 54,819 | 50,615 | |||||||||||
| Depreciation and amortization | 15,632 | 15,617 | 31,510 | 31,171 | |||||||||||
| Administrative and general | 587 | 1,197 | 577 | 2,237 | |||||||||||
| Total operating expenses | 93,353 | 90,357 | 182,092 | 172,509 | |||||||||||
| Operating income | 29,078 | 17,609 | 60,368 | 75,968 | |||||||||||
Other Income (Expense) |
|||||||||||||||
| Interest and other income (expense) | (26 | ) | 122 | 439 | 894 | ||||||||||
| Interest expense | (37,373 | ) | (38,453 | ) | (75,231 | ) | (78,977 | ) | |||||||
| Total other expense | (37,399 | ) | (38,331 | ) | (74,792 | ) | (78,083 | ) | |||||||
| Loss before income taxes and accounting change | (8,321 | ) | (20,722 | ) | (14,424 | ) | (2,115 | ) | |||||||
| Benefit for income taxes | (1,538 | ) | (9,361 | ) | (4,288 | ) | (953 | ) | |||||||
Loss Before Accounting Change |
(6,783 |
) |
(11,361 |
) |
(10,136 |
) |
(1,162 |
) |
|||||||
| Cumulative effect of change in accounting, net of tax (Note 6) | | | | (958 | ) | ||||||||||
| Net Loss | $ | (6,783 | ) | $ | (11,361 | ) | $ | (10,136 | ) | $ | (2,120 | ) | |||
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 June 30, |
Six Months Ended June 30, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2004 |
2003 |
2004 |
2003 |
|||||||||||
| Net Loss | $ | (6,783 | ) | $ | (11,361 | ) | $ | (10,136 | ) | $ | (2,120 | ) | |||
Other comprehensive income (loss), net of tax: |
|||||||||||||||
Unrealized gains (losses) on derivatives qualified as cash flow hedges: |
|||||||||||||||
Other unrealized holding gains (losses) arising during period, net of income tax expense (benefit) of $(5,052) and $7,922 for the three months and $(33,655) and $(6,080) for the six months ended June 30, 2004 and 2003, respectively |
(6,160 |
) |
9,661 |
(40,995 |
) |
(7,415 |
) |
||||||||
Reclassification adjustments included in net loss, net of income tax benefit of $8,820 and $2,519 for the three months and $19,789 and $9,556 for the six months ended June 30, 2004 and 2003, respectively |
10,756 |
3,073 |
24,132 |
11,654 |
|||||||||||
| Other comprehensive income (loss) | 4,596 | 12,734 | (16,863 | ) | 4,239 | ||||||||||
| Comprehensive Income (Loss) | $ | (2,187 | ) | $ | 1,373 | $ | (26,999 | ) | $ | 2,119 | |||||
The accompanying notes are an integral part of these financial statements.
2
EME HOMER CITY GENERATION L.P.
BALANCE SHEETS
(In thousands, Unaudited)
| |
June 30, 2004 |
December 31, 2003 |
||||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 83,187 | $ | 91,975 | ||||
| Fuel inventory | 16,072 | 12,823 | ||||||
| Spare parts inventory | 23,811 | 23,959 | ||||||
| Deposits under lease swap agreement | | 35,016 | ||||||
| Assets under price risk management | 518 | 4,659 | ||||||
| Other current assets | 2,634 | 7,824 | ||||||
| Total current assets | 126,222 | 176,256 | ||||||
| Property, Plant and Equipment | 2,117,809 | 2,105,680 | ||||||
| Less accumulated depreciation and amortization | 195,051 | 163,498 | ||||||
| Net property, plant and equipment | 1,922,758 | 1,942,182 | ||||||
| Deferred taxes | 51,331 | 27,849 | ||||||
| Restricted cash | 40,000 | 40,000 | ||||||
| Total Assets | $ | 2,140,311 | $ | 2,186,287 | ||||
| Liabilities and Partners' Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 3,215 | $ | 7,285 | ||||
| Accrued liabilities | 27,836 | 29,137 | ||||||
| Due to affiliates | 83,058 | 72,383 | ||||||
| Interest payable | 27,415 | 40,273 | ||||||
| Interest payable to affiliates | 10,723 | 10,184 | ||||||
| Advances under lease swap agreement | 18,049 | | ||||||
| Liabilities under price risk management | 44,586 | 13,426 | ||||||
| Current portion of lease financing | 40,729 | 29,617 | ||||||
| Total current liabilities | 255,611 | 202,305 | ||||||
| Long-term debt to affiliate | 469,489 | 498,104 | ||||||
| Lease financing, net of current portion | 1,356,739 | 1,397,361 | ||||||
| Benefit plans and other | 30,436 | 33,928 | ||||||
Total Liabilities |
2,112,275 |
2,131,698 |
||||||
Commitments and Contingencies (Note 4) |
||||||||
Partners' Equity |
28,036 |
54,589 |
||||||
Total Liabilities and Partners' Equity |
$ |
2,140,311 |
$ |
2,186,287 |
||||
The accompanying notes are an integral part of these financial statements.
3
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, 2003 | $ | 53,713 | $ | 876 | $ | 54,589 | |||||
Net loss |
(10,035 |
) |
(101 |
) |
(10,136 |
) |
|||||
| Non-cash contribution | 445 | 1 | 446 | ||||||||
| Other comprehensive loss | (16,694 | ) | (169 | ) | (16,863 | ) | |||||
Balance at June 30, 2004 |
$ |
27,429 |
$ |
607 |
$ |
28,036 |
|||||
The accompanying notes are an integral part of these financial statements.
4
EME HOMER CITY GENERATION L.P.
STATEMENTS OF CASH FLOWS
(In thousands, Unaudited)
| |
Six Months Ended June 30, |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| |
2004 |
2003 |
|||||||
| Cash Flows From Operating Activities | |||||||||
| Loss after accounting change, net | $ | (10,136 | ) | $ | (2,120 | ) | |||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||
| Depreciation and amortization | 31,528 | 31,176 | |||||||
| Non-cash contribution of services | 446 | 871 | |||||||
| Deferred taxes | (23,482 | ) | 3,238 | ||||||
| Cumulative effect of change in accounting, net of tax | | 958 | |||||||
| Increase in due to/from affiliates | 10,675 | 32,468 | |||||||
| Increase in inventory | (3,101 | ) | (486 | ) | |||||
| Decrease in other assets | 5,190 | 1,021 | |||||||
| Increase (decrease) in accounts payable | (4,070 | ) | 3,651 | ||||||
| Increase (decrease) in accrued liabilities | (1,301 | ) | 20,258 | ||||||
| Decrease in interest payable | (12,319 | ) | (56,329 | ) | |||||
| Increase (decrease) in other liabilities | (3,492 | ) | 17,261 | ||||||
| Increase (decrease) in net liabilities under price risk management | 18,438 | (543 | ) | ||||||
| Net cash provided by operating activities | 8,376 | 51,424 | |||||||
Cash Flows From Financing Activities |
|||||||||
| Advances under lease swap agreement | 53,065 | 85,783 | |||||||
| Borrowings on long-term obligations from affiliates | 1,980 | | |||||||
| Repayments of debt obligations from affiliates | (30,595 | ) | (49,185 | ) | |||||
| Repayments of lease financing | (29,510 | ) | (59,609 | ) | |||||
| Net cash used in financing activities | (5,060 | ) | (23,011 | ) | |||||
Cash Flows From Investing Activities |
|||||||||
| Capital expenditures | (12,104 | ) | (22,634 | ) | |||||
| Decrease in restricted cash | | 37,909 | |||||||
| Net cash provided by (used in) investing activities | (12,104 | ) | 15,275 | ||||||
Net increase (decrease) in cash and cash equivalents |
(8,788 |
) |
43,688 |
||||||
| Cash and cash equivalents at beginning of period | 91,975 | 59,174 | |||||||
Cash and cash equivalents at end of period |
$ |
83,187 |
$ |
102,862 |
|||||
The accompanying notes are an integral part of these financial statements.
5
EME HOMER CITY GENERATION L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2004
(Dollars in thousands; 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 six months ended June 30, 2004 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, 2003 and 2002, included in its annual report on Form 10-K for the year ended December 31, 2003. 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 2003 annual report.
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, 2003 | $ | (9,872 | ) | $ | (9,872 | ) | |
| Current period change | (16,863 | ) | (16,863 | ) | |||
| Balance at June 30, 2004 | $ | (26,735 | ) | $ | (26,735 | ) | |
Unrealized losses on cash flow hedges at June 30, 2004 primarily include forward energy sales contracts that did not meet the normal sales and purchases exception under SFAS No. 133. These losses arise because current forecasts of future electricity prices are higher than EME Homer City's contract prices. As EME Homer City's hedged positions are realized, approximately $26.7 million, after tax, of the net unrealized losses on cash flow hedges will be reclassified into earnings during the next twelve months. Management expects that reclassification of net unrealized losses will offset energy revenue recognized at market prices. 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 (losses) of $(6.3) million and $3.7 million during the second quarters of 2004 and 2003, respectively, and $239 and $(3.8) million during the six months ended June 30, 2004 and 2003, respectively, representing the amount of cash flow hedges' ineffectiveness, reflected in gains (losses) from price risk management in the income statement.
6
Note 3. Employee Benefit Plans
Pension Plan
EME Homer City previously disclosed in its financial statements for the year ended December 31, 2003, that it expected to contribute $1.8 million to its pension plan in 2004. As of June 30, 2004, $0.8 million in contributions have been made. EME Homer City anticipates that its original expectation will be met by year-end 2004.
Components of pension expense are:
| |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2004 |
2003 |
2004 |
2003 |
|||||||||
| Service cost | $ | 376 | $ | 349 | $ | 752 | $ | 698 | |||||
| Interest cost | 245 | 215 | 490 | 430 | |||||||||
| Expected return on plan assets | (169 | ) | (126 | ) | (338 | ) | (252 | ) | |||||
| Net amortization and deferral | | 7 | | 14 | |||||||||
| Total expense | $ | 452 | $ | 445 | $ | 904 | $ | 890 | |||||
Postretirement Benefits Other Than Pensions
EME Homer City previously disclosed in its financial statements for the year ended December 31, 2003, that it expected to contribute $12 thousand to its postretirement benefits other than its pension plan in 2004. EME Homer City expects to make these contributions in the fourth quarter of 2004.
Components of postretirement benefits expense are:
| |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2004 |
2003 |
2004 |
2003 |
|||||||||
| Service cost | $ | 153 | $ | 138 | $ | 306 | $ | 276 | |||||
| Interest cost | 232 | 208 | 464 | 416 | |||||||||
| Expected return on plan assets | | | | | |||||||||
| Net amortization and deferral | (15 | ) | (17 | ) | (30 | ) | (34 | ) | |||||
| Total expense | $ | 370 | $ | 329 | $ | 740 | $ | 658 | |||||
Note 4. Commitments and Contingencies
Capital Improvements
At June 30, 2004, EME Homer City had firm commitments to spend approximately $1.5 million on capital expenditures for the remainder of 2004. These capital expenditures are planned to be financed by cash generated from operations.
Fuel Supply Contracts
EME Homer City has entered into additional fuel purchase agreements with various third-party suppliers during the first six months of 2004. EME Homer City's fuel purchase commitments under these agreements are currently estimated to be $13.8 million for 2004, $19.3 million for 2005, $30 million for 2006, and $30 million for 2007.
7
Commitments
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 specified 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 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.
Contingencies
Guarantees and Indemnities
Tax Indemnity Agreements
In connection with the sale-leaseback transaction related to the Homer City facilities, EME Homer City and its parent, Edison Mission Energy (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. EME guaranteed the obligations of EME Homer City under the Asset Purchase Agreement. 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.
Ash Disposal Site
EME Homer City's ash disposal site is a permitted Class I Residual Waste Landfill, the most stringently regulated of the three categories of residual waste landfills authorized by the regulations of the Pennsylvania Department of Environmental Protection (PADEP). Each lift where coal ash is disposed must be capped and covered when it reaches final grade. EME Homer City must also monitor groundwater quality at and adjacent to the ash disposal site through a network of monitoring wells and report the results to PADEP on a periodic basis. In the event that a disposal facility's groundwater monitoring identifies degradation in any of its wells, PADEP's regulations require the facility to first
8
confirm the existence and nature of the degradation by conducting a groundwater assessment. If the assessment confirms groundwater degradation in excess of the applicable regulatory standards, the facility is then required to prepare and implement an abatement plan that could include measures such as installing a liner in a previously unlined area. To date, no degradation has been found in the groundwater monitoring system at EME Homer City that would require the development of an assessment or abatement plan. Management does not believe that the costs of maintaining and closing the ash disposal site will have a material impact on EME Homer City's results of operations or financial position.
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 $975 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, 2005.
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.
Income Taxes
EME Homer City is, and may in the future be, under examination by tax authorities with respect to positions it takes in connection with the filing of its tax returns. Matters raised upon tax audit may involve substantial amounts, which, if resolved unfavorably, could possibly be material, though EME Homer City does not believe such an unfavorable resolution is likely to occur. In EME Homer City's opinion, it is unlikely that the resolution of any such tax audit matters will have a material adverse effect upon EME Homer City's financial condition or results of operations.
Environmental Matters and Regulations
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 its financial position or results of operation. However, possible future developments, such as the promulgation of more stringent environmental laws and regulations, future proceedings that may be initiated by environmental authorities, and settlements agreed to by other companies could affect the costs and the manner in which EME Homer City conducts its business and could cause it 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 EME Homer City's financial position and results of operations would not be materially adversely affected.
9
Typically, environmental laws and regulations require a lengthy and complex process for obtaining licenses, permits and approvals prior to construction, operation or modification of a project or generating facility. 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 injunctive relief or penalties and fines imposed by regulatory authorities.
Note 5. Supplemental Statements of Cash Flows Information
| |
Six Months Ended June 30, |
|||||
|---|---|---|---|---|---|---|
| |
2004 |
2003 |
||||
| Cash paid for interest | $ | 87,340 | $ | 135,108 | ||
| Cash paid for income taxes | $ | | $ | 1,102 | ||
Note 6. Cumulative Effect of Change in Accounting Principle
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 an 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. As of 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.
Note 7. New Accounting Pronouncements
Statement of Financial Accounting Standards Interpretation No. 46
In December 2003, the FASB re-issued Statement of Financial Accounting Standards Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46R). 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. This interpretation is effective for special purpose entities as of December 31, 2003 and for all other entities as of March 31, 2004. The adoption of this standard had no impact on EME Homer City's financial statements.
FASB Staff Position FAS 106-2
In May 2004, the FASB issued FASB Staff Position FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." The primary objective of the position is to provide accounting guidance related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. EME Homer City will adopt this guidance in the third quarter of 2004. If EME Homer City's retiree health care plans provide prescription drug benefits that are deemed to be actuarially equivalent to Medicare benefits, EME Homer City will recognize the subsidy in the measurement of its accumulated obligation and record an actuarial gain. Proposed federal regulations defining actuarial equivalency are expected in the third quarter of 2004, with final regulations expected to be released by year-end 2004. Until the proposed regulations are issued, EME Homer City is unable to predict the effect of the new law on its postretirement health care costs and obligations.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) 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 Related to the Business" in the MD&A included in Item 7 of EME Homer City's annual report on Form 10-K for the year ended December 31, 2003.
The MD&A 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, 2003, and as compared to the second quarter and six months ended June 30, 2003. This discussion presumes that the reader has read or has access to the MD&A included in Item 7 of EME Homer City's annual report on Form 10-K for the year ended December 31, 2003.
The MD&A presents a discussion of management's focus during the second quarter and six months of 2004, and a discussion of EME Homer City's financial results and its financial condition. It is presented in four major sections:
| |
Page |
|
|---|---|---|
| Management's Overview; Critical Accounting Policies and Estimates | 11 | |
Results of Operations |
12 |
|
Liquidity and Capital Resources |
15 |
|
Market Risk Exposures |
18 |
MANAGEMENT'S OVERVIEW; CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Overview
Introduction
EME Homer City was formed for the purpose of acquiring, owning and operating three coal-fired electric generating units and related facilities located near Pittsburgh, Pennsylvania with an aggregate capacity of 1,884 MW for the purpose of producing electric energy. In December 2001, EME Homer City completed a sale-leaseback of the Homer City facilities to third-party lessors which is accounted for as a lease financing for financial reporting purposes.
EME Homer City derives revenue from the sale of energy, capacity and ancillary services into PJM Interconnection, LLC, commonly referred to as PJM, and the New York Independent System Operator, or NYISO, and from bilateral contracts with power marketers and load serving entities within PJM and NYISO. EME Homer City has entered into a contract with a marketing affiliate for the sale of energy, capacity and ancillary services from the Homer City facilities, which enables this marketing affiliate to engage in forward sales and hedging transactions to manage electricity price exposure.
Overview of EME Homer City's 2004 Operating Performance
EME Homer City's net loss for the second quarter and six months ended June 30, 2004 was $6.8 million and $10.1 million, respectively, compared to net loss of $11.4 million and $2.1 million for
11
the second quarter and six months ended June 30, 2003, respectively. The 2004 second quarter improved operating performance was the result of increased revenues from the Homer City plant due to higher generation and higher prices. The 2004 year-to-date increase in loss was primarily due to an unplanned outage in February 2004. The Homer City plant had an unplanned outage related to Unit 1, but maintenance plans were adjusted to bring forward into the first quarter an outage originally scheduled for May 2004, thereby partially mitigating the impact for the year. As a result of the February 2004 outage, EME Homer City's plant availability factor decreased to 78.4% during the six months ended June 30, 2004 from 82.8% in the six months ended June 30, 2003. For the second quarter of 2004, EME Homer City's plant availability factor increased to 83.2% from 76.7% in the corresponding period of 2003. Power prices for merchant sales during the first six months of 2004 and 2003 were favorably affected by higher natural gas prices. The average realized price of power sold from the Homer City plant was $36.50 per MWhr during the second quarter of 2004, compared to $31.52 per MWhr during the se