<PAGE>
United States
Securities and Exchange Commission
Washington, DC 20549
Form 10-Q
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTIONS H(1) (a) AND (b) OF FORM 10-Q AND
IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------ ---------------
Commission File Registrant; State of Incorporation; IRS Employer
Number Address; and Telephone No. Identification No.
------ -------------------------- ------------------
333-75369 PPL Transition Bond Company, LLC 23-3004428
(Delaware)
Two North Ninth Street, GENA92, Room 3
Allentown, PA 18101-1179
(610) 774-7934
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 [ ]
<PAGE>
PPL TRANSITION BOND COMPANY, LLC
--------------------------------
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
INDEX
-----
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Statement of Operations and Changes in Member's Equity 1
Statement of Cash Flows 2
Balance Sheet 3
Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
GLOSSARY OF TERMS AND ABBREVIATIONS 12
SIGNATURES 14
<PAGE>
PPL TRANSITION BOND COMPANY, LLC
--------------------------------
Part 1. FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements
----------------------------
STATEMENT OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY
(Thousands of Dollars)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
------------------------- ----------------------------
2000 1999 2000 1999 (a)
--------- --------- --------- ---------
(unaudited) (audited) (unaudited) (audited)
<S> <C> <C> <C> <C>
Revenue
Intangible transition charge revenue....................... $92,973 $206,061
Interest income............................................ 4 81
--------- --------- --------- ---------
Total revenue...................................... 92,977 206,142
--------- --------- --------- ---------
Expenses
Amortization of intangible transition property............. 52,039 123,242
Interest expense........................................... 40,467 81,902
Administrative and general expenses........................ 466 916
--------- --------- --------- ---------
Total expenses..................................... 92,972 206,060
--------- --------- --------- ---------
Operating Income............................................... 5 82
Income tax expense............................................. 2 34
--------- --------- --------- ---------
Net Income..................................................... $3 $48
========= ========= ========= =========
Member's equity - beginning of period.......................... 12,350 12,305
Member's cash contribution..................................... $1 $1
--------- --------- --------- ---------
Member's equity - end of period................................ $12,353 $1 $12,353 $1
========= ========= ========= =========
</TABLE>
(a) For the Period March 25, 1999 (date of inception) to June 30, 1999
The accompanying Notes to Financial Statements are an integral part of the
financial statements.
1
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PPL TRANSITION BOND COMPANY, LLC
--------------------------------
STATEMENT OF CASH FLOWS
(Thousands of Dollars)
<TABLE>
<CAPTION>
For the Period
For the March 25, 1999 (date
Six Months Ended of inception) to
June 30, 2000 June 30, 1999
------------------ ----------------------
(unaudited) (audited)
<S> <C> <C>
Cash Flows From Operating Activities
Net Income................................................. $48 $0
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of intangible transition property......... 123,242
Amortization of debt issuance expenses................. 1,721
Amortization of debt discount.......................... 35
Changes in current assets and liabilities:
Intangible transition charges receivable
from Servicer........................................ (6,739)
Payable to Servicer.................................... (1,056) 1,056
Other.................................................. 1,269
Other operating activities - net............................. 654
----------------- -----------------------
Net cash provided by operating activities.................... 119,174 1,056
----------------- -----------------------
Cash Flows From Investing Activities
Decrease in restricted funds................................. 663
----------------- -----------------------
Net cash provided by investing activities.................... 663
----------------- -----------------------
Cash Flows From Financing Activities
Retirement of transition bonds............................... (122,327)
Debt issuance expenses....................................... (1,056)
Equity contribution from member.............................. 1
----------------- -----------------------
Net cash used in financing activities........................ (122,327) (1,055)
----------------- -----------------------
Net Increase (Decrease) in Cash and Cash Equivalents......... (2,490) 1
Cash and Cash Equivalents at Beginning of Period............. 2,830
----------------- -----------------------
Cash and Cash Equivalents at End of Period................... $340 $1
================= =======================
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest $80,254 $0
Income taxes $0 $0
</TABLE>
The accompanying Notes to Financial Statements are an integral part of the
financial statements.
2
<PAGE>
PPL TRANSITION BOND COMPANY, LLC
BALANCE SHEET
<TABLE>
<CAPTION>
(Thousands of Dollars) June 30, December 31,
2000 1999
----------- -----------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents ...................................... $ 340 $ 2,830
Intangible transition charges receivable from Servicer ......... 75,246 68,507
Accounts receivable from member - income taxes ................. 6,102 6,105
Prepaid expenses and other receivables ......................... 8 55
----------- -----------
Current assets ............................................... 81,696 77,497
----------- -----------
Noncurrent Assets
Intangible transition property, net ............................ 2,193,737 2,316,980
Unamortized debt issuance expenses ............................. 13,144 14,865
Restricted funds ............................................... 2,856 3,519
----------- -----------
Noncurrent assets ............................................ 2,209,737 2,335,364
----------- -----------
Total assets ................................................. $2,291,433 $2,412,861
=========== ===========
LIABILITIES AND MEMBER'S EQUITY
Current Liabilities
Long-term debt ................................................. $ 233,509 $ 226,699
Interest accrued ............................................... 2,152 2,255
Payable to Servicer ............................................ 1,056
Other........................................................... 1,908 587
----------- -----------
Current liabilities .......................................... 237,569 230,597
----------- -----------
Noncurrent Liabilities
Long-term debt, net of discount................................. 2,034,280 2,163,382
Deferred income taxes .......................................... 6,250 6,250
Other........................................................... 981 327
----------- -----------
Noncurrent liabilities ....................................... 2,041,511 2,169,959
----------- -----------
Commitments and Contingent Liabilities...........................
----------- -----------
Member's Equity ................................................. 12,353 12,305
----------- -----------
Total liabilities and member's equity ........................ $2,291,433 $2,412,861
=========== ===========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of the
financial statements.
3
<PAGE>
PPL Transition Bond Company, LLC
Notes to Financial Statements
--------------------------------
Terms and abbreviations appearing in Notes to Financial Statements are
explained in the glossary.
1. Interim Financial Statements
Certain information in footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
has been condensed or omitted in this Form 10-Q pursuant to the rules and
regulations of the SEC. These financial statements should be read in conjunction
with the financial statements and notes included in PPL Transition Bond Company,
LLC's Annual Report to the SEC on Form 10-K for the year ended December 31,
1999. Certain amounts in the December 31, 1999 financial statements have been
reclassified to conform to the presentation in the June 30, 2000 financial
statements.
2. Nature of Operations
The financial statements include the accounts of PPL Transition Bond
Company, LLC (the Company). The Company is a limited liability company
established under the laws of the State of Delaware, and was formed on March 25,
1999 pursuant to a limited liability company agreement. PPL Electric Utilities
is the sole member of the Company.
The Company was organized for the sole purpose of purchasing and owning
ITP, issuing transition bonds (the Bonds), pledging its interest in ITP and
other collateral to the Trustee under an Indenture between the Company and the
Trustee to collateralize the Bonds, and performing activities that are necessary
to accomplish these purposes. ITP represents the irrevocable right of PPL
Electric Utilities, or its successor or assignee, to collect a non-bypassable
ITC from customers pursuant to the PUC Restructuring Order in accordance with
the Competition Act. The PUC Restructuring Order authorized the ITC to be
sufficient to recover up to $2.85 billion aggregate principal amount of Bonds,
plus an amount sufficient to provide for any credit enhancement, to fund any
reserves and to pay interest, redemption premiums, servicing fees and other
expenses relating to the Bonds.
The Company's organizational documents require it to operate in a manner so
that its assets would not be consolidated with the bankruptcy estate of PPL
Electric Utilities in the event PPL Electric Utilities becomes subject to a
bankruptcy proceeding. Both PPL Electric Utilities and the Company have treated
the transfer of the ITP to the Company as a sale under applicable law. The Bonds
are treated as debt obligations of the Company. The assets of the Company are
not available to creditors of PPL Electric Utilities or PPL Corporation, and the
ITP is legally not an
4
<PAGE>
asset of PPL Electric Utilities or PPL Corporation. The Company is expected to
terminate its existence after final maturity of the Bonds.
The Company issued $2.42 billion of Bonds in eight different classes on
August 10, 1999. See Note 4 for additional information.
3. Summary of Significant Accounting Policies
Management's Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates and assumptions will affect the reported amount of
revenues, expenses, assets, and liabilities and disclosure of contingencies.
Actual results could differ from these estimates.
Cash and Cash Equivalents
The Company considers all liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents. Cash and Cash Equivalents do not
include Restricted Funds.
Restricted Funds
Under the Indenture, the Company deposited an amount equal to 0.5% of the
initial principal amount of the 1999-1 Bonds into the Capital Subaccount with
the Trustee. This amount was contributed by PPL Electric Utilities to the
Company. This account is the last account drawn in the event funds are
insufficient to make scheduled allocations. If the Capital Subaccount is used,
it will be replenished from ITC remittances to its original level through the
periodic reconciliation process. Accordingly, the Capital Subaccount is
classified as "Restricted Funds" on the Balance Sheet.
Amortization of Intangible Transition Property
The ITP was recorded at the acquired cost and is being amortized over the
life of the Bonds, based on ITC revenues, interest accruals and other fees. The
ITP is solely the property of the Company.
Amortization of Debt Issuance Costs and Discount on Debt
The costs associated with the issuance of the Bonds have been capitalized
and are being amortized over the life of the Bonds, utilizing the effective
interest method.
5
<PAGE>
Income Taxes
The Company is a limited liability company and has elected to be
disregarded as a separate entity for federal and state income tax purposes. The
Company's taxable income or loss is included in the consolidated federal and
state income tax returns of its member. The Statement of Operations and Changes
in Member's Equity reflects the Company's pro rata allocation of its member's
consolidated income taxes in accordance with its member's tax sharing policy.
4. Long-Term Debt and Source of Repayment
In August 1999, the Company issued $2.42 billion of Series 1999-1 Bonds.
The Bonds consist of eight classes. The Company used the proceeds from the Bonds
to purchase ITP from CEP Securities. The Bonds are collateralized by the ITP and
other assets of the Company.
Scheduled maturities and interest rates for the Bonds at June 30, 2000 are:
<TABLE>
<CAPTION>
Expected Final Final
Class Bond Rate Amount Payment Date Maturity Date
----- --------- ------ ------------------ -----------------
($ Thousands)
<S> <C> <C> <C> <C>
A-1 6.08% $ 140,988 March 25, 2001 March 25, 2003
A-2 6.41% 178,000 December 26, 2001 December 26, 2003
A-3 6.60% 303,000 March 25, 2003 March 25, 2005
A-4 6.72% 201,000 December 26, 2003 December 26, 2005
A-5 6.83% 313,000 March 25, 2005 March 25, 2007
A-6 6.96% 223,000 December 26, 2005 December 26, 2007
A-7 7.05% 455,000 June 25, 2007 June 25, 2009
A-8 7.15% 454,000 December 26, 2008 June 25, 2009
----------
$2,267,988
Current Maturities (233,509)
Unamort. Discount (199)
----------
Long-term Debt $2,034,280
==========
</TABLE>
The carrying value of the long-term debt approximates fair market value as
of June 30, 2000. The current maturities stated above are based on the expected
final payment dates rather than the final maturity date.
The source of repayment for the Bonds is the ITC. The Servicer collects
this non-bypassable charge from PPL Electric Utilities' retail consumers of
electricity. The Servicer deposits ITC monthly collections into a General
Subaccount maintained by the Trustee under the Indenture. The monthly ITC
collections from December 1999 through May 2000 were $200 million in aggregate.
Each quarter, such monies are used to make principal and interest payments on
the Bonds, and to pay fees, costs and charges specified in the Indenture. The
Trustee made scheduled payments on March
6
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27 and June 25, 2000. The Indenture also includes a Reserve Subaccount that is
maintained for the purpose of retaining any excess amount of ITC collections and
investment earnings not released to the Company. The Indenture also provides for
an Overcollateralization Subaccount. The funding level of this account is 0.5%
of the initial principal amount of the Series 1999-1 Bonds, funded ratably over
the life of the Bonds. The Company's scheduled Overcollateralization Subaccount
level as of June 30, 2000, was $981,081. Additionally, an amount equal to 0.5%
of the initial principal amount of the Bonds was deposited into the Capital
Subaccount under the Indenture on the date of issuance. If amounts available in
the General, Reserve, and Overcollateralization Subaccounts are not sufficient
on any payment date to make scheduled payments, the Trustee will draw on amounts
in the Capital Subaccount in excess of $100,000. The Trustee was required to
withdraw $8.6 million from the Capital Subaccount on December 27, 1999 and $3.4
million from the Capital Subaccount on March 27, 2000 to help make principal
payments of $29.7 and $60.9 million, respectively. On June 25, 2000, the Trustee
replenished the Capital Subaccount in the amount of $2.8 million. Any remaining
amounts collateralizing the Bonds will be released to the Company upon final
payment on the Bonds.
At June 30, 2000, the following balances were reflected in the Subaccounts
maintained by the Trustee:
Subaccounts Balance
----------- -------
($ thousands)
General $ 0
Reserve 0
Overcollateralization 0
Capital $2,856
5. Significant Agreements and Related Party Transactions
Under the Servicing Agreement, PPL Electric Utilities, as Servicer, is
required to manage and administer the ITP of the Company and to collect the ITC
on behalf of the Company. The Company pays an annual servicing fee of $1.25
million to PPL Electric Utilities. For the three months ended June 30, 2000, the
Company expensed servicing fees of approximately $313,000 and other
administrative fees of $25,000. For the six months ended June 30, 2000 the
Company expensed servicing fees of approximately $626,000 and other
administrative fees of $50,000.
Debt issuance costs of approximately $16.3 million were incurred in
connection with the issuance of the Bonds. Of that amount, about $4.9 million
has been incurred by PPL Electric Utilities and has been reimbursed by the
Company.
At June 30, 2000, the Balance Sheet includes a receivable from PPL Electric
Utilities of approximately $75 million for ITC collections.
7
<PAGE>
PPL Transition Bond Company, LLC
--------------------------------
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Forward-Looking Information
Certain statements contained in this Form 10-Q concerning expectations,
beliefs, plans, objectives, goals, strategies, future events or performance and
underlying assumptions and other statements which are other than statements of
historical facts are "forward-looking statements" within the meaning of the
federal securities laws. Although PPL Electric Utilities and the Company believe
that the expectations and assumptions reflected in these statements are
reasonable, there can be no assurance that these expectations will prove to have
been correct. These forward-looking statements involve a number of risks and
uncertainties, and actual results may differ materially from the results
discussed in the forward-looking statements. Any such forward-looking statements
should be considered in conjunction with PPL Electric Utilities' and the
Company's other documents on file with the SEC.
New factors that could cause actual results to differ materially from those
described in forward-looking statements emerge from time to time, and it is not
possible for PPL Electric Utilities or the Company to predict all of such
factors, or the extent to which any such factor or combination of factors may
cause actual results to differ from those contained in any forward-looking
statement. Any forward-looking statement speaks only as of the date on which
such statement is made, and neither PPL Electric Utilities nor the Company
undertakes any obligation to update the information contained in such statement
to reflect subsequent developments or information.
Results of Operations
The following analysis of the financial condition and results of operations
of the Company is in an abbreviated format pursuant to Instruction H of Form
10-Q. Such analysis should be read in conjunction with the Financial Statements
and Notes to Financial Statements included in Item 1 above, and with the section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's Annual Report to the SEC on Form 10-K
for the year ended December 31, 1999.
PPL Transition Bond Company, LLC (the Company) is a Delaware limited
liability company organized in March 1999 for the limited purposes of purchasing
ITP and issuing Bonds secured by the ITP. The Company is wholly-owned by PPL
Electric Utilities. The Company's organizational documents require it to operate
in a manner so that its assets would not be
8
<PAGE>
consolidated with the bankruptcy estate of PPL Electric Utilities in the event
PPL Electric Utilities becomes subject to a bankruptcy proceeding.
During the six months ended June 30, 2000, the revenue generated from the
ITP was approximately $206 million. The Company also earned approximately
$81,000 in interest from the Capital Subaccount maintained by the Trustee and
temporary investments. Interest expense of approximately $82 million consists of
interest on the Bonds, amortization of debt issuance expenses and the discount
on the Bonds. For the six months ended June 30, 2000, the Company also incurred
administrative and general expenses of approximately $916,000, including
servicing fees of approximately $626,000 and other administrative fees of
$50,000.
The principal amount of the Bonds, interest, fees, and funding of the
Overcollateralization Subaccount will be recovered through ITC payable by retail
consumers of electricity within PPL Electric Utilities' service territory who
receive electric delivery service from PPL Electric Utilities. As part of PPL
Electric Utilities' responsibility as Servicer under the Servicing Agreement,
PPL Electric Utilities remitted to the Trustee approximately $200 million of ITC
collections for the period December 1, 1999 to May 31, 2000.
Quarterly payments of Bond principal, interest and all related expenses
were made by the Trustee on March 27, 2000 and June 25, 2000. Due to the manner
in which seasonal customer electricity usage levels were estimated for purpose
of establishing the initial ITC, the Trustee was required to use $4.9 million of
the funds in the Capital Subaccount on March 27, 2000 (including approximately
$1.5 million of excess Bond proceeds transferred to the Capital Account). There
was sufficient revenue to make interest payments due on the quarterly payment
date, March 27, 2000. After application of the remaining $4.9 million in the
Capital Subaccount and unapplied Bond proceeds, the Company had a shortfall of
$1.2 million in the scheduled principal payment on that date (which shortfall
does not constitute an Event of Default under the Indenture). On June 25, 2000,
there was sufficient revenue to make the scheduled quarterly principal and
interest payments, to pay the $1.2 million shortfall in the scheduled principal
payment for March 2000, and to replenish the Capital Subaccount in the amount of
$2.8 million.
The Company currently anticipates that there will be sufficient revenue to
make interest and principal payments due on the next quarterly payment date,
September 25, 2000.
Under the annual reconciliation process established by the Competition Act
and the PUC Restructuring Order, withdrawals from the Capital Subaccount must be
replenished, and shortfalls in the scheduled principal payments must be made up,
by increases in the ITC. Under the Servicing Agreement, PPL Electric Utilities,
as Servicer, filed a request for an adjustment to the ITC with the PUC on
December 15, 1999 to produce
9
<PAGE>
additional revenues sufficient to replenish the Capital Subaccount and to make
up shortfalls in scheduled principal payments prior to the December 2000
quarterly payment date. This adjustment went into effect on January 1, 2000.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not applicable.
10
<PAGE>
PPL TRANSITION BOND COMPANY, LLC
--------------------------------
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-------------------------
None.
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
(a) Exhibits
27 - Financial Data Schedule
99 - Quarterly Servicer's Certificate
(b) Reports on Form 8-K
None.
11
<PAGE>
GLOSSARY OF TERMS AND ABBREVIATIONS
Capital Subaccount - An account held by the Trustee under the Indenture which is
funded by a contribution to PPL Transition Bond Company, LLC by PPL Electric
Utilities at the date of issuance of each series of transition bonds.
CEP Securities - CEP Securities Co. LLC, a Delaware limited liability company
and an indirect wholly-owned subsidiary of PPL Electric Utilities. Effective
July 1, 2000 CEP Securities is a subsidiary of PPL Energy Funding Corp.
Competition Act - The Pennsylvania Electricity Generation Customer Choice and
Competition Act, enacted in Pennsylvania in December 1996.
General Subaccount - An account held by the Trustee under the Indenture, into
which ITC remittances by the Servicer are deposited. The Trustee allocates the
funds from the General Subaccount to other subaccounts on the quarterly payment
dates.
Indenture - The Indenture entered into by PPL Transition Bond Company, LLC and
the Trustee, providing for the issuance of transition bonds.
ITC - Intangible Transition Charge, which PPL Electric Utilities has been
authorized by the PUC to impose on customer bills and to collect through a
non-bypassable billing mechanism to recover Qualified Transition Expenses.
ITP - Intangible Transition Property, which is the property right created under
the Competition Act representing the irrevocable right of PPL Transition Bond
Company, LLC to receive, through ITC, amounts sufficient to recover all
Qualified Transition Expenses.
Overcollateralization Subaccount - An account held by the Trustee under the
Indenture, which is funded ratably from collections of ITC over the term of each
series of transition bonds.
PPL Electric Utilities - PPL Electric Utilities Corporation, the sole member of
PPL Transition Bond Company, LLC.
PUC - The Pennsylvania Public Utility Commission.
PUC Restructuring Order - The final order issued by the PUC to PPL Electric
Utilities in August 1998, in connection with PPL Electric Utilities'
restructuring filing under the Competition Act, as supplemented by the May 1999
PUC order.
Qualified Transition Expenses - The transition or stranded costs of an electric
utility approved by the PUC for recovery through the issuance of transition
bonds; the costs of retiring existing debt or equity capital of
12
<PAGE>
the electric utility or its holding company parent, including accrued interest
and acquisition or redemption premium, costs of defeasance, and other related
fees, costs and charges, through the issuance of transition bonds or the
assignment, sale or other transfer of ITP; and the costs incurred to issue,
service or refinance the transition bonds, including accrued interest and
acquisition or redemption premium, and other related fees, costs and charges
associated with the transition bonds, or to assign, sell or otherwise transfer
ITP.
Reserve Subaccount - An account held by the Trustee, under the Indenture, which
consists of remaining funds available after required allocations on the
quarterly payment dates.
SEC - Securities and Exchange Commission.
Servicer - PPL Electric Utilities acting in its capacity under the Servicing
Agreement. In this capacity, PPL Electric Utilities calculates, bills and
collects ITC, and maintains applicable accounting records, among other duties.
Servicing Agreement - The Intangible Property Servicing Agreement between PPL
Electric Utilities, as Servicer, and PPL Transition Bond Company, LLC, as
Issuer.
Trustee - The Bank of New York, a New York banking corporation, as Trustee under
the Indenture.
13
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PPL Transition Bond Company, LLC
-----------------------------------
(Registrant)
Date: August 10, 2000 /s/ James E. Abel
-----------------------------------
James E. Abel, Manager
/s/ Stephen C. May
-----------------------------------
Stephen C. May, Treasurer
14
