UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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
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 333-91391
AES IRONWOOD, L.L.C.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
54-1457573 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer |
305 PRESCOTT ROAD, LEBANON, PA 17042
(717) 228-1328
(Registrant’s address of principal executive offices,)
(zip code and telephone number, including area code)
Registrant is a wholly owned subsidiary of The AES Corporation. Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is filing this Quarterly Report on form 10-Q with the reduced disclosure format authorized by General Instruction H.
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 registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No ý
AES IRONWOOD, L.L.C.
TABLE OF CONTENTS
2
PART I. FINANCIAL INFORMATION
Item 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
AES IRONWOOD, L.L.C.
AN INDIRECT, WHOLLY OWNED SUBSIDIARY OF THE AES CORPORATION
Condensed Statements of Operations,
Three and Nine Months Ended September 30, 2003 and 2002
(Unaudited)
(dollars in thousands)
|
|
|
Three
Months Ended |
|
Three
Months Ended |
|
Nine
Months Ended |
|
Nine
Months Ended |
|
||||
|
OPERATING REVENUES |
|
|
|
|
|
|
|
|
|
||||
|
Energy |
|
$ |
13,967 |
|
$ |
14,528 |
|
$ |
38,948 |
|
$ |
39,869 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
||||
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Depreciation |
|
2,815 |
|
2,825 |
|
8,131 |
|
7,780 |
|
||||
|
Management Services and Fees |
|
1,732 |
|
1,862 |
|
4,959 |
|
5,616 |
|
||||
|
Operating Fee |
|
1,277 |
|
1,261 |
|
3,832 |
|
3,782 |
|
||||
|
Operating Costs |
|
623 |
|
1,732 |
|
2,901 |
|
2,967 |
|
||||
|
General and Administrative Costs |
|
917 |
|
729 |
|
3,355 |
|
1,702 |
|
||||
|
Loss on assets |
|
814 |
|
— |
|
814 |
|
— |
|
||||
|
|
|
8,178 |
|
8,409 |
|
23,992 |
|
21,847 |
|
||||
|
Operating Income |
|
5,789 |
|
6,119 |
|
14,956 |
|
18,022 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
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OTHER INCOME/EXPENSE: |
|
|
|
|
|
|
|
|
|
||||
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Other Income |
|
2 |
|
489 |
|
241 |
|
3,243 |
|
||||
|
Interest income |
|
16 |
|
45 |
|
70 |
|
97 |
|
||||
|
Interest expense |
|
(6,726 |
) |
(6,805 |
) |
(20,256 |
) |
(20,449 |
) |
||||
|
NET (LOSS) INCOME |
|
$ |
(919 |
) |
$ |
(152 |
) |
$ |
(4,989 |
) |
$ |
913 |
|
See notes to condensed financial statements.
3
AES IRONWOOD, L.L.C.
AN INDIRECT, WHOLLY OWNED SUBSIDIARY OF THE AES CORPORATION
Condensed Balance Sheets
as of September 30, 2003 and December 31, 2002
(Unaudited)
(dollars in thousands)
|
|
|
September
30, |
|
December
31, |
|
||
|
ASSETS: |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
3,726 |
|
$ |
1,088 |
|
|
Interest receivable |
|
4 |
|
8 |
|
||
|
Accounts receivable — net |
|
5,138 |
|
10,135 |
|
||
|
Prepaid expenses |
|
1,921 |
|
2,511 |
|
||
|
Inventory — fuel |
|
18 |
|
26 |
|
||
|
Asset held for sale (Note 8) |
|
614 |
|
— |
|
||
|
Restricted cash including debt service reserve |
|
4,426 |
|
5,803 |
|
||
|
Total current assets |
|
15,847 |
|
19,571 |
|
||
|
|
|
|
|
|
|
||
|
Land |
|
1,143 |
|
1,143 |
|
||
|
Property, plant, and equipment-net of accumulated depreciation of $18,246 and $10,188, respectively |
|
315,772 |
|
322,745 |
|
||
|
Restricted cash-certificate of deposit |
|
77 |
|
77 |
|
||
|
Deferred financing costs-net of accumulated amortization of $610 and $508, respectively |
|
3,024 |
|
3,127 |
|
||
|
Other assets |
|
— |
|
753 |
|
||
|
Total assets |
|
$ |
335,863 |
|
$ |
347,416 |
|
|
LIABILITIES AND MEMBER’S CAPITAL: |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
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Current liabilities: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
1,360 |
|
$ |
2,666 |
|
|
Accrued interest |
|
2,236 |
|
2,262 |
|
||
|
Payable to AES and affiliates |
|
2,371 |
|
2,873 |
|
||
|
Note payable |
|
1,162 |
|
2,328 |
|
||
|
Bonds payable - current |
|
5,955 |
|
4,751 |
|
||
|
Total current liabilities |
|
13,084 |
|
14,880 |
|
||
|
|
|
|
|
|
|
||
|
Bonds payable – non current |
|
297,005 |
|
301,773 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities |
|
310,089 |
|
316,653 |
|
||
|
|
|
|
|
|
|
||
|
Commitments and Contingencies (Notes 5 and 6) |
|
|
|
|
|
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Member’s capital: |
|
|
|
|
|
||
|
Common stock, $1 par value-10 shares authorized, none issued or outstanding |
|
— |
|
— |
|
||
|
Contributed capital |
|
38,800 |
|
38,800 |
|
||