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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

 

— OR —

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 333-91935

 


 

TXU Electric Delivery Transition Bond Company LLC

(Exact Name of Registrant as Specified in its Charter)

 


 

A Delaware Limited Liability Company   75-2851358
(State of Organization)   (I.R.S. Employer Identification No.)
500 N Akard Street, Dallas, TX 75201   (214) 486-2000
(Address of Principal Executive Offices)(Zip Code)   (Registrant’s Telephone Number)

 


 

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  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

As of May 12, 2005, all outstanding membership interests in TXU Electric Delivery Transition Bond Company LLC were held by TXU Electric Delivery Company.

 

TXU Electric Delivery Transition Bond Company LLC meets the conditions set forth in General Instructions (H) (1) (a) and (b) of Form 10-Q and is therefore filing this report with the reduced disclosure format.

 



Table of Contents

TABLE OF CONTENTS

 

     Page

Glossary    ii
PART I. FINANCIAL INFORMATION     
     Item 1. Financial Statements     
    

Condensed Statements of Income — Three Months Ended March 31, 2005 and 2004

   1
    

Condensed Statements of Cash Flows — Three Months Ended March 31, 2005 and 2004

   2
    

Condensed Balance Sheets — March 31, 2005 and December 31, 2004

   3
    

Notes to Condensed Financial Statements

   4
    

Report of Independent Registered Public Accounting Firm

   7
     Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations    8
     Item 4. Controls and Procedures    27
PART II. OTHER INFORMATION     
     Required Reports    28
     Item 6. Exhibits    29

SIGNATURE

   31

 

Periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K that contain financial information of TXU Electric Delivery Transition Bond Company LLC will be made available to the public, free of charge, on the TXU Electric Delivery Company website at http://www.txuelectricdelivery.com, shortly after they have been filed with the Securities and Exchange Commission. TXU Electric Delivery Transition Bond Company LLC will provide copies of current reports not posted on the website upon request. The information on TXU Corp.’s website shall not be deemed a part of, or incorporated by reference into, this report on Form 10-Q.

 

 

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GLOSSARY

 

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.

 

1999 Restructuring Legislation    legislation that restructured the electric utility industry in Texas to provide for retail competition
2004 Form 10-K    TXU Electric Delivery Transition Bond Company’s Annual Report on Form 10-K for the year ended December 31, 2004
Commission    Public Utility Commission of Texas
Company    TXU Electric Delivery Transition Bond Company LLC, a wholly-owned bankruptcy remote financing subsidiary of TXU Electric Delivery Company
ERCOT    Electric Reliability Council of Texas, the Independent System Operator and the regional reliability coordinator of the various electricity systems within Texas
FASB    Financial Accounting Standards Board, the designated organization in the private sector for establishing standards for financial accounting and reporting
Financing Order    the financing order issued by the Commission on August 5, 2002 to Electric Delivery, its successors and assignees that provide transmission and distribution service
Moody’s    Moody’s Investors Services, Inc.
REP    retail electric provider
S&P    Standard & Poor’s, a division of the McGraw Hill Companies
Settlement Plan    regulatory settlement plan that received final approval by the Commission in January 2003
SFAS 71    Statement of Financial Accounting Standards No. 71, “Accounting for the Effect of Certain Types of Regulation”
TXU Electric Delivery    refers to TXU Electric Delivery Company, a subsidiary of US Holdings, or Electric Delivery and its consolidated bankruptcy remote financing subsidiary, TXU Electric Delivery Transition Bond Company LLC, depending on context
TXU Energy Holdings    refers to TXU Energy Company LLC, a subsidiary of US Holdings, and/or its consolidated subsidiaries, depending on context
US GAAP    accounting principles generally accepted in the United States of America
US Holdings    TXU US Holdings Company, a subsidiary of TXU Corp.

 

 

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PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

TXU ELECTRIC DELIVERY TRANSITION BOND COMPANY LLC

CONDENSED STATEMENTS OF INCOME

(Unaudited)

 

    

Three Months Ended

March 31,


     2005

    2004

Operating revenues:

              

Transition charge revenue

   $ 32,535,218     $ 14,029,240

Investment income

     250,783       29,636
    


 

Total operating revenues

     32,786,001       14,058,876

Operating expenses:

              

Interest expense

     14,060,728       5,304,002

Amortization of transition property

     21,405,972       5,657,918

Over/(Under) recovery of transition charges

     (3,009,692 )     2,969,922

Servicing fees, administrative and general expenses

     207,472       127,034
    


 

Total operating expenses

     32,664,480       14,058,876
    


 

Net income

   $ 121,521     $ —  
    


 

 

See Notes to Financial Statements

 

 

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TXU ELECTRIC DELIVERY TRANSITION BOND COMPANY LLC

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    

Three Months Ended

March 31,


 
     2005

    2004

 

Cash flows – operating activities:

                

Net income

   $ 121,521     $ —    

Adjustments to reconcile net income to cash provided by operating activities:

                

Amortization of transition property

     21,405,973       5,657,918  

Over/(Under)-recovery of transition charges

     (3,009,692 )     2,969,922  

Changes in operating assets

     1,028,682       (1,310,161 )

Changes in operating liabilities

     3,743,003       (5,049,370 )
    


 


Cash provided by operating activities

     23,289,487       2,268,309  

Cash flows – financing activities:

                

Repayment of debt

     (20,514,532 )     (7,693,695 )
    


 


Cash used in financing activities

     (20,514,532 )     (7,693,695 )

Cash flows – investing activities:

                

Deposit of restricted funds

     (2,774,955 )     5,425,386  
    


 


Cash provided by (used in) investing activities

     (2,774,955 )     5,425,386  

Net increase in cash and cash equivalents

     —         —    

Cash and cash equivalents, beginning of period

     1,000       1,000  
    


 


Cash and cash equivalents, end of period

   $ 1,000     $ 1,000  
    


 


 

See Notes to Financial Statements

 

 

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TXU ELECTRIC DELIVERY TRANSITION BOND COMPANY LLC

CONDENSED BALANCE SHEETS

(Unaudited)

 

    

March 31,

2005


   December 31,
2004


ASSETS              

Current assets:

             

Cash and cash equivalents

   $ 1,000    $ 1,000

Restricted cash

     45,867,758      42,732,370

Accounts receivable - affiliate

     121,521      —  

Transition charge receivable:

             

Affiliates

     11,415,705      12,622,632

All other

     6,453,490      6,396,766
    

  

Total current assets

     63,859,474      61,752,768

Investments:

             

Restricted funds held in trust

     12,519,192      12,879,625

Transition property, net of accumulated amortization of $75,065,160 and $53,659,188

     1,214,711,839      1,236,117,812
    

  

Total assets

   $ 1,291,090,505    $ 1,310,750,205
    

  

LIABILITIES AND MEMBER’S EQUITY              

Current liabilities:

             

Long-term debt due currently

   $ 90,727,323    $ 90,305,053

Accounts payable - affiliate

     120,044      181,162

Accrued interest

     15,862,839      12,316,572

Other current liabilities

     1,895,716      1,637,862
    

  

Total current liabilities

     108,605,922      104,440,649

Transition bonds

     1,146,494,784      1,167,431,586

Regulatory liability

     19,418,393      22,428,085
    

  

Total liabilities

     1,274,519,099      1,294,300,320

Member’s equity

     16,571,406      16,449,885
    

  

Total liabilities and member’s equity

   $ 1,291,090,505    $ 1,310,750,205
    

  

 

See Notes to Financial Statements

 

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TXU ELECTRIC DELIVERY TRANSITION BOND COMPANY LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

1. SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS

 

Business – The Company is a bankruptcy remote special purpose Delaware limited liability company, wholly-owned by TXU Electric Delivery. TXU Electric Delivery is a wholly-owned subsidiary of US Holdings, which is a wholly-owned subsidiary of TXU Corp. TXU Electric Delivery is a regulated electricity transmission and distribution company, principally engaged in providing delivery services to REPs that sell electricity in the north-central, eastern and western parts of Texas.

 

The Company was organized in November 1999 for the limited purposes of issuing transition bonds and purchasing and owning transition property (as defined in the 1999 Restructuring Legislation) acquired from TXU Electric Delivery. Transition property represents the irrevocable right to impose, collect and receive transition charges in an amount sufficient to pay the interest, fees, and expenses associated with the transition bonds, and the aggregate principal amount of the transition bonds. For legal purposes, the transition property has been sold to the Company by TXU Electric Delivery. The Company had no operations until August 2003. In connection with the acquisition of the transition property, the Company:

 

    registered and issued transition bonds,

 

    pledged its interest in the transition property and other transition bond collateral to secure the transition bonds,

 

    has agreed to make debt service payments on the transition bonds, and

 

    has agreed to perform other activities that are necessary, suitable or convenient to accomplish these purposes.

 

The Company is structured and is operated in a manner such that in the event of bankruptcy proceedings against TXU Electric Delivery, the assets of the Company will not be consolidated into the bankruptcy estate of TXU Electric Delivery. TXU Electric Delivery is not the owner of the transition property described herein, and the assets of the Company are not available to pay creditors of TXU Electric Delivery or any of its affiliates.

 

Basis of Presentation — The financial statements of the Company have been prepared in accordance with US GAAP and on the same basis as the audited financial statements included in its 2004 Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results of operations and financial position have been included therein.

 

2. RELATED PARTY TRANSACTIONS

 

Pursuant to administration and servicing agreements between the Company and TXU Electric Delivery, TXU Electric Delivery furnishes to the Company, at a fixed fee per year, billing, payment processing, collection, clerical, secretarial and other accounting services, which are reflected as administrative and general expenses in the income statement. The Company’s expense for servicing and administration fees earned by TXU Electric Delivery totaled $193,805 and $115,491 for the three months ended March 31, 2005 and 2004, respectively.

 

During the three months ended March 31, 2005 and 2004, transition charges billed to TXU Energy Holdings, which are reflected in revenue, totaled $19,719,115 and $9,991,996, respectively. The balance of accounts receivable due from TXU Energy Holdings was $11,415,705 as of March 31, 2005 and $12,622,632 as of December 31, 2004.

 

 

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In April 2005, TXU Electric Delivery, as servicer of the second series of transition bonds, requested that TXU Energy Holdings, a REP that is billed transition charges by TXU Electric Delivery, pay a portion of its then outstanding transition charges related to the second series of transition bonds early in an amount sufficient to cover the expected deficiency. Although not required to make such early payment, TXU Energy Holdings agreed to make an early payment of approximately $2 million. TXU Energy Holdings made this early payment with no compensation from either TXU Electric Delivery or the Company. As a result, the scheduled payment of principal and interest will be made in full and, following the payment, the capital subaccount will have a remaining balance of approximately $200,000. Although TXU Energy Holdings agreed to make an early payment of its outstanding transition charges, there can be no assurance that TXU Energy Holdings would agree to make another early payment. Also see Note 3 for discussion of the interim true-up adjustment.

 

The Company receives interest income with respect to its indenture trustee reserve account. Periodically, the Company intends to distribute, in the form of a dividend, all interest income earned on the indenture trustee reserve account to TXU Electric Delivery.

 

3. FINANCING ARRANGEMENTS

 

Long-term Debt — At March 31, 2005 and December 31, 2004, the Company’s long-term debt consisted of the following:

 

    

March 31,

2005


   December 31,
2004


2.260% Fixed Series 2003 Bonds due in bi-annual installments through February 15, 2007

   $ 59,942,229    $ 80,456,761

4.030% Fixed Series 2003 Bonds due in bi-annual installments through February 15, 2010

     122,000,000      122,000,000

4.950% Fixed Series 2003 Bonds due in bi-annual installments through February 15, 2013

     130,000,000      130,000,000

5.420% Fixed Series 2003 Bonds due in bi-annual installments through August 15, 2015

     145,000,000      145,000,000

3.520% Fixed Series 2004 Bonds due in bi-annual installments through November 15, 2009

     269,502,878      269,502,878

4.810% Fixed Series 2004 Bonds due in bi-annual installments through November 15, 2012

     221,000,000      221,000,000

5.290% Fixed Series 2004 Bonds due in bi-annual installments through May 15, 2016

     289,777,000      289,777,000
    

  

Total

     1,237,222,107      1,257,736,639

Less amount due currently

     90,727,323      90,305,053
    

  

Total Long-Term Debt

   $ 1,146,494,784    $ 1,167,431,586
    

  

 

The transition property sold to the Company is pledged as collateral for the bonds, as well as restricted cash in the capital sub-account at March 31, 2005 of $2,501,578. Collections of transition charges will be used to pay the principal, interest and associated costs of the transition bonds. The Company is required to maintain restricted cash pledged as collateral for the bonds in an amount equal to 0.5% of the initial aggregate principal amount of bonds outstanding. Should the transition charges collected through the specified payment dates listed above not provide adequate funds to make the scheduled payments of principal and interest, the transition charges can continue to be collected for approximately two years before the bond goes into default for non-payment.

 

Interim true-up — In the November 2004 interim true-up adjustment for the second series of transition bonds, TXU Electric Delivery, in its role as servicer of the second series of transition bonds, made an error in the calculation of the transition charges applicable to the Large General Service Secondary class of customers. This error was clerical in nature and resulted in the wrong number of forecasted kilowatt-hours for this particular rate class for the applicable period. The result of the error is that the transition charges currently being billed for this customer class are lower than required to meet the May 16, 2005 scheduled principal payment on the second series of bonds (even considering the amount currently in the capital subaccount for that series of transition bonds, which will be used to help meet the scheduled payment). In April 2005, TXU Electric Delivery, as servicer of the second series of transition bonds, requested that TXU Energy Holdings, a REP that is billed transition charges by TXU Electric Delivery, pay a portion of its then outstanding transition charges related to the second series of transition bonds early in an amount sufficient to cover the expected deficiency. Although not required to make such early payment, TXU Energy Holdings agreed to make an early payment of approximately $2 million. TXU Energy Holdings made this early payment with no compensation from either

 

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TXU Electric Delivery or the Company. As a result, the scheduled payment of principal and interest will be made in full and, following the payment, the capital subaccount will have a remaining balance of approximately $200,000. Although TXU Energy Holdings agreed to make an early payment of its outstanding transition charges, there can be no assurance that TXU Energy Holdings would agree to make another early payment.

 

In the case of such an error in an interim true-up adjustment, the Financing Order requires that the error be corrected in the next available true-up adjustment. The next available true-up adjustment for the second series of transition bonds is the annual true-up adjustment, which TXU Electric Delivery will file, as required, in May 2005. Any deficiency in the capital subaccount, will be taken into consideration in the annual true-up adjustment and the transition charges will be set such that, based on the then current forecast of customer usage, sufficient funds will be collected to meet the scheduled principal and interest payments in November 2005 and May 2006, and replenish the capital subaccount to its required level by May 2006. The error had no impact on the Company’s financial statements.

 

4. MEMBER’S INTEREST

 

Upon the issuance of the second series of transition bonds in June 2004, TXU Electric Delivery was required to contribute $3,948,885 to the capital subaccount, pledged as collateral for that series of transition bonds. This was in addition to the $2,500,000 that TXU Electric Delivery contributed to the capital subaccount for the first series of transition bonds issued in 2003.

 

The following table presents the changes in Member’s Interest for the three months ended March 31, 2005:

 

    

Total
Member’s

Interest


Balance at December 31, 2004

   $ 16,449,885

Net income

     121,521
    

Balance at March 31, 2005

   $ 16,571,406
    

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

TXU Electric Delivery Transition Bond Company LLC:

 

We have reviewed the accompanying condensed balance sheet of TXU Electric Delivery Transition Bond Company LLC (the “Company”) as of March 31, 2005, and the related condensed statements of income and cash flows for the three-month periods ended March 31, 2005 and 2004. These interim financial statements are the responsibility of the Company’s management.

 

We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our review, we are not aware of any material modifications that should be made to such interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

 

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the balance sheet of the Company as of December 31, 2004, and the related statements of income, cash flows and member’s equity for the year then ended (not presented herein); and in our report dated March 29, 2005, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2004, is fairly stated in all material respects in relation to the balance sheet from which it has been derived.

 

/s/ DELOITTE & TOUCHE LLP

 

Dallas, Texas

May 12, 2005

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

BUSINESS

 

The Company is a bankruptcy remote special purpose Delaware limited liability company, wholly-owned by TXU Electric Delivery. TXU Electric Delivery is a wholly-owned subsidiary of US Holdings, the common shares of which are wholly owned by TXU Corp. TXU Electric Delivery is a regulated electricity transmission and distribution company principally engaged in providing delivery services to REPs that sell electricity in the north-central, eastern and western parts of Texas.

 

The Company was organized in November 1999 for the limited purposes of issuing transition bonds and purchasing and owning transition property (as defined in the 1999 Restructuring Legislation) acquired from TXU Electric Delivery. For legal purposes, the transition property has been sold to the Company by TXU Electric Delivery. The Company had no operations until August 2003. In connection with the acquisition of the transition property, the Company:

 

    registered and issued transition bonds,

 

    pledged its interest in the transition property and other transition bond collateral to secure the transition bonds,

 

    has agreed to make debt service payments on the transition bonds, and

 

    has agreed to perform other activities that are necessary, suitable or convenient to accomplish these purposes.

 

The Company is structured and is operated in a manner such that in the event of bankruptcy proceedings against TXU Electric Delivery, the assets of the Company will not be consolidated into the bankruptcy estate of TXU Electric Delivery. TXU Electric Delivery is not the owner of the transition property described herein, and the assets of the Company are not available to pay creditors of TXU Electric Delivery or any of its affiliates.

 

RESULTS OF OPERATIONS

 

The following discussion and analysis of the results of operations for the Company do not present period-to-period comparisons for the quarter results due to the noncomparability of the periods presented. Three month ended results for 2004 contained only three months of activity for the first series of transition bonds while the three month ended results for 2005 contained three months of activity for both series of transition bonds.

 

On August 21, 2003, the Company issued and sold the first series of transition bonds in an aggregate principal amount of $500,000,000. On June 7, 2004, the Company completed the issuance and sale of a second and final series of transition bonds in an aggregate principal amount of $789,777,000. The proceeds from the sale of the transition bonds were used to acquire transition property from TXU Electric Delivery. Such property represents the irrevocable right to impose, collect and receive transition charges in an amount sufficient to pay the interest, fees, and expenses associated with the transition bonds, as well as the aggregate principal amount of the transition bonds. The Company pledged its interests in the related transition property and other transition bond collateral to secure the transition bonds.

 

TXU Electric Delivery used the net proceeds from the sale of transition property in connection with the issuance of the transition bonds to retire portions of its debt and equity. The transition bonds have interest rates ranging from 2.26% to 5.42% and scheduled final payment dates ranging from 2007 through 2016.

 

TXU Electric Delivery, on behalf of the Company, bills REPs transition charges approved by the Commission to collect the funds needed to make scheduled payments, including principal, interest, associated fees and expenses, and funding of the over-collateralization subaccount, on the transition bonds. During the three months ended March 31, 2005, operating revenues of $32,786,001 included a charge of $562,785 for accrued net unbilled revenues, as well as $250,783 of interest income on those funds collected.

 

As a result of variations in power consumption, temporary over or under recovery of transition charges may occur. On January 15, 2004, TXU Electric Delivery filed, on behalf of the Company, an interim true-up

 

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adjustment with the Commission in respect of the first series of transition bonds. TXU Electric Delivery requested the Commission increase the authorized transition charges to generate sufficient funds to make the full scheduled payment in respect of the first series of transition bonds on August 16, 2004, and to replenish the capital subaccount for the first series of transition bonds to the required $2,500,000 level. The capital subaccount had to be partially drawn down to make the February 2004 scheduled payment on the first series of transition bonds. The interim true-up adjustment was effective automatically on January 15, 2004 for use in the February 2004 billing cycle.

 

TXU Electric Delivery filed an annual adjustment to increase the transition charges that service the first series of transition bonds on August 16, 2004. The adjustment became effective with the September 2004 billing cycle.

 

In November 2004, TXU Electric Delivery filed an interim true-up adjustment to increase the charges associated with both series of transition bonds in order to generate sufficient funds to make the full scheduled payments and restore the capital subaccounts for both series of bonds during 2005. Collections of transition charges related to the first series of transition bonds were not sufficient to replenish the capital subaccount for that series of bonds to the required level at the August 16, 2004 payment. Collections of transition charges related to the second series of transition bonds were not sufficient to meet the required payment for those bonds at the November 15, 2004 payment, therefore, the capital subaccount for that series of bonds was partially drawn down to meet the scheduled payment. This tariff adjustment became effective with the first billing cycle in December 2004. This increase was necessitated by collections being lower than projected in previous months.

 

In the November 2004 interim true-up adjustment for the second series of transition bonds, TXU Electric Delivery, in its role as servicer of the second series of transition bonds, made an error in the calculation of the transition charges applicable to the Large General Service Secondary class of customers. This error was clerical in nature and resulted in the wrong number of forecasted kilowatt-hours for this particular rate class for the applicable period. The result of the error is that the transition charges currently being billed for this customer class are lower than required to meet the May 16, 2005 scheduled principal payment on the second series of bonds (even considering the amount currently in the capital subaccount for that series of transition bonds, which will be used to help meet the scheduled payment). In April 2005, TXU Electric Delivery, as servicer of the second series of transition bonds, requested that TXU Energy Holdings, a REP that is billed transition charges by TXU Electric Delivery, pay a portion of its then outstanding transition charges related to the second series of transition bonds early in an amount sufficient to cover the expected deficiency. Although not required to make such early payment, TXU Energy Holdings agreed to make an early payment of approximately $2 million. TXU Energy Holdings made this early payment with no compensation from either TXU Electric Delivery or the Company. As a result, the scheduled payment of principal and interest will be made in full and, following the payment, the capital subaccount will have a remaining balance of approximately $200,000. Although TXU Energy Holdings agreed to make an early payment of its outstanding transition charges, there can be no assurance that TXU Energy Holdings would agree to make another early payment.

 

In the case of such an error in an interim true-up adjustment, the Financing Order requires that the error be corrected in the next available true-up adjustment. The next available true-up adjustment for the second series of transition bonds is the annual true-up adjustment, which TXU Electric Delivery will file, as required, in May 2005. Any deficiency in the capital subaccount, will be taken into consideration in the annual true-up adjustment and the transition charges will be set such that, based on the then current forecast of customer usage, sufficient funds will be collected to meet the scheduled principal and interest payments in November 2005 and May 2006, and replenish the capital subaccount to its required level by May 2006.

 

As of March 31, 2005, the balance in the capital subaccount for the first series of transition bonds was $1,073,732 versus the required level of $2,500,000 and for the second series of transition bonds was $1,427,846 versus the required level of $3,948,885.

 

The Company accrues interest on the outstanding aggregate principal amount of both series of transition bonds. For the three months ended March 31, 2005 and 2004, interest expense totaled $14,060,728 and $5,304,002, respectively.

 

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The Company also amortizes the transition property based on principal payments over the life of the bonds. Such amortization for the three months ended March 31, 2005 and 2004 was $21,405,972 and $5,657,918, respectively.

 

To the extent revenues are greater or less than the total of interest expense, amortization of the transition property and other fees and expenses, the company records an increase or decrease to expense for over/under-recovery of transition charges. For the three months ended March 31, 2005, the Company recorded an under-recovery of transition charge expense and an offsetting reduction to the regulatory liability in the amount of $3,009,692. For the three months ended March 31, 2004, the Company recorded an over recovery of transition charges expense in the amount of $2,969,922.

 

Servicing and administration fees paid and accrued to TXU Electric Delivery totaled $193,805 for the three months ended March 31, 2005 and $115,491 for the three months ended March 31, 2004.

 

Upon the issuance of the second series of transition bonds in 2004, TXU Electric Delivery was required to contribute $3,948,885 to the capital subaccount, pledged as collateral for that series of transition bonds. This was in addition to the $2,500,000 that TXU Electric Delivery contributed to the capital subaccount for the first series of transition bonds issued in 2003.

 

During the three months ended March 31, 2005, one scheduled principal payment of $20,514,532 was made on the transition bonds. Cash flows from operating activities provided $23,289,487 after payment of expenses and interest associated with the transition bonds.

 

FINANCING ACTIVITIES

 

The Company’s financial needs are limited to issuance of the transition bonds. There is no provision to allow for any other borrowings.

 

Financial Covenants, Credit Rating Provisions and Cross Default Provisions — The terms of the indenture contain financial covenants that require maintenance of specified collateral deposits in proportion to the aggregate principal amount of the bonds outstanding. As of March 31 2005, the Company was in compliance with such covenants.

 

CHANGES IN ACCOUNTING STANDARDS

 

There were no changes in accounting standards that affected the Company’s financial position or results of operations.

 

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

 

The following risk factors are being presented in consideration of industry practice with respect to disclosure of such information in filings under the Securities Exchange Act of 1934, as amended.

 

Some important factors that investors should consider carefully before deciding whether to purchase transition bonds of any series or class include:

 

Material Payment Delays or Losses on Transition Bonds May be Experienced Due to the Limited Sources of Payment for the Transition Bonds and Limited Credit Enhancement

 

Material payment delays or losses on transition bonds may be experienced if the assets securing transition bonds are insufficient to pay the principal amount of such transition bonds and accrued interest on those transition bonds in full. The only source of funds for payments of interest on and principal of the transition bonds of a particular series is the related collateral for that series. The collateral for a particular series of transition bonds is limited to:

 

    the related transition property, including the irrevocable right to impose, collect and receive the related transition charges from customers and to adjust the transition charges at least annually;

 

    available funds on deposit in the applicable trust accounts held by the indenture trustee;