SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
March 31, 2000
For the quarterly period ended. . . . . . . . . . . . . . . . . . . . . . . . .
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from. . . . . . . .to. . . . . . . . . . . . . . . . .
333-89725
Commission file number . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AES Eastern Energy, L.P.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Exact name of registrant as specified in its charter)
Delaware 54-1920088
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 N. 19th Street, Arlington, Va. 22209
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Address of principal executive offices) (Zip Code)
(703) 522-1315
Registrant's telephone number, including area code . . . . . . . . . . . . . . .
N/A
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .
Former name, former address and former fiscal year, if changed since last
report.
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 [ ] No [X]
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.
<PAGE>
TABLE OF CONTENTS
PART I
Page
Item 1. Condensed Consolidated Financial Statements . . . . . . . . . 1
AES EASTERN ENERGY, L.P.
Condensed Consolidated Financial Statements:
Statement of Income for the three months ended March 31, 2000
(unaudited)
Balance Sheets as of March 31, 2000 and December 31, 1999 (unaudited)
Statement of Cash Flow for the three months ended March 31, 2000
(unaudited)
Statement of Changes in Partners' Capital for the three months ended
March 31, 2000 (unaudited)
Notes to Condensed Consolidated Financial Statements
AES NY, L.L.C. (General Partner of AES Eastern Energy, L.P.)*
Condensed Consolidated Financial Statements:
Balance Sheets as of March 31, 2000 and December 31, 1999 (unaudited)
Notes to Condensed Consolidated Balance Sheets
* The balance sheet of AES NY, L.L.C. contained in this Quarterly Report on
Form 10-Q should be considered only in connection with its status as the
general partner of AES Eastern Energy, L.P.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
(a) Liquidity and Capital Resources . . . . . . . . . . . . 12
(b) Results of Operations . . . . . . . . . . . . . . . . . 13
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. . . . . . . . . . . . . . . . . . . . . . . . 14
(b) Reports on Form 8-K . . . . . . . . . . . . . . . . . . 14
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
AES Eastern Energy, L.P.
Condensed Consolidated Statement of Income (Unaudited)
Three Months Ended March 31, 2000
(Thousands)
Operating Revenues
Energy $72,050
Capacity 7,847
Other 199
---------
Total operating revenues 80,096
Operating Expenses
Fuel 29,317
Operations and maintenance 2,112
General and administrative 13,708
Depreciation and amortization 7,776
---------
Total Operating Expenses 52,913
---------
Operating Income 27,183
Other Income/(Expense)
Interest expense (15,433)
Interest income 365
--------
Net Income $12,115
=========
The notes are an integral part of the condensed consolidated financial
statements.
3
<PAGE>
Item 1. Condensed Consolidated Financial Statements (Cont'd)
AES Eastern Energy, L.P.
Condensed Consolidated Balance Sheets - (Unaudited)
March 31, Dec. 31,
2000 1999
---- ----
ASSETS (Thousands)
Current Assets
Restricted cash and cash equivalents $55,567 $52,637
Accounts receivable - trade 18,256 22,481
Accounts receivable - affiliates 1 271
Accounts receivable - other 1,411 322
Inventory 21,078 27,989
Prepaid expenses 8,674 6,189
---------- ----------
Total Current Assets 104,987 109,889
Property, Plant and Equipment
Land 6,850 6,850
Electric generation assets 1,005,711 1,003,941
Accumulated depreciation (25,165) (17,389)
---------- ----------
Total property, plant and equipment 987,396 993,402
Other Assets
Rent reserve account 29,893 29,543
Pension assets 364 -
---------- ----------
Total Assets $1,122,640 $1,132,834
========== ==========
LIABILITIES
Current Liabilities
Accounts payable $653 $508
Accrued interest 15,301 38,460
Due to The AES Corporation 3,734 3,250
Other liabilities and accrued expenses 20,549 20,832
---------- ----------
Total Current Liabilities 40,237 63,050
Long-term liabilities
Lease financing - long-term 650,000 650,000
Environmental remediation 11,285 11,080
Defined benefit plan obligation 24,498 23,880
Other liabilities 6,284 6,603
---------- ----------
Total Long-term Liabilities 692,067 691,563
---------- ----------
Total Liabilities 732,304 754,613
Commitments and Contingencies - -
PARTNERS' CAPITAL 390,336 378,221
---------- ----------
Total Liabilities and Partners' Capital $1,122,640 $1,132,834
========== ==========
The notes are an integral part of the condensed consolidated financial
statements.
4
<PAGE>
Item 1. Condensed Consolidated Financial Statements (Cont'd)
AES Eastern Energy, L.P.
Condensed Consolidated Statement of Cash Flow (Unaudited)
Three Months Ended March 31, 2000
(Thousands)
Operating Activities
Net income $12,115
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 7,776
Interest income accrued in the rent reserve account (350)
Changes in current operating assets and liabilities
Accounts receivable 3,406
Prepaid expenses (2,485)
Inventory 6,911
Accounts payable and accrued liabilities (22,309)
Pension asset (364)
--------
Net Cash Provided by Operating Activities 4,700
--------
Investing Activities
Payments for capital additions (1,770)
Increase in restricted cash (2,930)
--------
Net Cash Used in Investing Activities (4,700)
--------
Financing Activities
-
--------
Net Cash Used in Financing Activities -
--------
Net Increase in Cash and Cash Equivalents -
Cash and Cash Equivalents, Beginning of Period -
--------
Cash and Cash Equivalents, End of Period -
========
The notes are an integral part of the condensed consolidated financial
statements.
5
<PAGE>
Item 1. Condensed Consolidated Financial Statements (Cont'd)
AES Eastern Energy, L.P.
Condensed Consolidated Statement of Changes in Partners' Capital - (Unaudited)
Three Months Ended March 31, 2000
(Thousands)
General Limited
Partner Partner Total
------- ------- -----
Balance, beginning of period $3,782 $374,439 $378,221
Add net income 1,212 10,903 12,115
-------- -------- --------
Balance, end of period $4,994 $385,342 $390,336
======== ======== ========
The notes are an integral part of the condensed consolidated financial
statements.
6
<PAGE>
Item 1. Condensed Consolidated Financial Statements (Cont'd)
Note 1. Unaudited Condensed Consolidated Financial Statements
The accompanying unaudited condensed consolidated financial statements of
AES Eastern Energy, L.P. (the Partnership) reflect all adjustments which are
necessary, in the opinion of management, for a fair presentation of the
Partnership's consolidated results for the interim periods. All such adjustments
are of a normal recurring nature. The unaudited condensed consolidated financial
statements should be read in conjunction with the Partnership's consolidated
financial statements and notes contained therein, for the period from May 14,
1999 (inception) to December 31, 1999. Due to the seasonal nature of the
Partnership's operations, financial results for interim periods are not
necessarily indicative of trends for a 12-month period.
Note 2. Reclassifications
Certain amounts have been reclassified on the condensed consolidated
financial statements to conform with the 2000 presentation.
Note 3. Commitments and Contingencies
Coal Purchases - In connection with the acquisition of the Partnership's
four coal-fired electric generating stations (the Plants), the Partnership has
assumed from New York State Electric & Gas Corporation an agreement to purchase
the coal required by the Somerset and Cayuga Plants. Each year, either party can
request renegotiation of the price of one-third of the coal supplied pursuant to
this agreement. During 2000, the coal suppliers are committed to sell and the
Partnership is committed to purchase all three lots of coal and either party may
request renegotiation of one lot of coal for the following year. If either party
requested renegotiation during 2000 but the parties failed to reach agreement,
then the parties would have commitments with respect to only two lots in 2001.
If the same thing happened in 2001, the parties would have commitments with
respect to only one lot in 2002. Either party could terminate the contract in
its sole discretion at the end of 2002. As of May 14, 2000, the acquisition date
of the Plants, the contract prices were above the market price, and the
Partnership recorded a purchase accounting liability for approximately $15.7
million related to the fulfillment of its obligation to purchase coal under this
agreement. As of March 31, 2000, the remaining liability was approximately $11.0
million.
Environmental - The Partnership has recorded a liability for environmental
remediation associated with the acquisition of the Plants. On an ongoing basis,
the Partnership monitors its compliance with environmental laws. Because of the
uncertainties associated with environmental compliance and remediation
activities, future costs of compliance or remediation could be higher or lower
than the amount currently accrued.
On October 14, 1999, the Partnership received an information request letter
from the New York Attorney General, which seeks detailed operating and
maintenance history for the Westover and Greenidge Plants. On January 13, 2000,
the Partnership received a subpoena from New York State Department of
Environmental Conservation seeking similar operating and maintenance history
from the Plants. This information is being sought in connection with the
Attorney General's and the Department of Environmental Conservation's
investigations of several electricity generating stations in New York that are
suspected of undertaking modifications in the past without undergoing an air
permitting review.
On April 14, 2000, the Partnership received a request for information
pursuant to Section 114 of the Clean Air Act from the U.S. Environmental
Protection Agency (EPA) seeking detailed operating and maintenance history data
7
<PAGE>
for the Cayuga and Somerset Plants. EPA has commenced an industry-wide
investigation of coal-fired electric power generators to determine compliance
with environmental requirements under the Clean Air Act associated with repairs,
maintenance, modifications and operational changes made to coal-fired facilities
over the years. The EPA's focus is on whether the changes were subject to new
source review or new source performance standards, and whether best available
control technology was or should have been used. EPA is requesting information
similar to that previously requested by the New York State Department
Environmental Conservation for all four of the Plants and from the New York
State Attorney General with respect to the Westover and Greenidge Plants. The
Partnership is cooperating with the request and will provide the appropriate
documentation
If the New York State Attorney General, the New York State Department of
Environmental Conservation or the EPA does file an enforcement action against
the Somerset, Cayuga, Westover, or Greenidge Plants, then penalties may be
imposed and further emission reductions might be necessary at these Plants. The
Partnership is unable to estimate the impact, if any, of these investigations on
its financial condition or results of future operations.
Nitrogen Oxide and Sulfur Dioxide Emission Allowances - The Plants emit nitrogen
oxide (NOx) and sulfur dioxide (SO2) as a result of burning coal to produce
electricity. The Plants have been allocated allowances by the New York
Department of Environmental Conservation to emit NOx during the ozone season,
which runs from May 1 to September 30. Each NOx allowance authorizes the
emission of one ton of NOx during the ozone season. The Plants are also subject
to SO2 emission allowance requirements imposed by the Federal Environmental
Protection Agency. Each SO2 allowance authorizes the emission of one ton of SO2
during the calendar year. All of the Plants are required to hold sufficient
allowances to emit SO2. Both NOx and SO2 allowances may be bought, sold, or
traded. If NOx and/or SO2 emissions exceed the allowance amounts allocated to
the Plants, then the Partnership may need to purchase additional allowances on
the open market or otherwise reduce its production of electricity to stay within
the allocated amounts.
8
<PAGE>
Item 1. Condensed Consolidated Financial Statements (Cont'd)
AES NY, L.L.C.
Condensed Consolidated Balance Sheets - (Unaudited)
March 31, Dec. 31,
2000 1999
---- ----
ASSETS (Thousands)
Current Assets
Restricted cash and cash equivalents $59,047 $54,711
Accounts receivable - trade 19,438 25,072
Accounts receivable - other 1,479 368
Inventory 21,772 30,524
Prepaid expenses 9,038 6,327
---------- ----------
Total Current Assets 110,774 117,002
Property, Plant and Equipment
Land 7,300 7,300
Electric generation assets 1,012,383 1,008,969
Accumulated depreciation (26,685) (18,596)
---------- ----------
Total property, plant and equipment 992,998 997,673
Other Assets
Rent reserve account 29,893 29,543
Pension assets 364 -
---------- ----------
Total Assets $1,134,029 $1,144,218
========== ==========
LIABILITIES AND MEMBER'S EQUITY
Current Liabilities
Accounts payable $665 $552
Accrued interest 15,301 38,460
Due to The AES Corporation 3,760 3,250
Other liabilities and accrued expenses 21,805 21,954
---------- ----------
Total Current Liabilities 41,531 64,216
Long-term liabilities
Lease financing - long-term 650,000 650,000
Environmental remediation 13,846 13,641
Defined benefit plan obligation 28,721 28,046
Other liabilities 6,284 6,603
---------- ----------
Total Long-term Liabilities 698,851 698,290
---------- ----------
Total Liabilities 740,382 762,506
Commitments and Contingencies - -
Minority Interest 389,711 377,895
Member's Equity 3,936 3,817
---------- ----------
Total Liabilities and Partners' Capital $1,134,029 $1,144,218
========== ==========
The notes are an integral part of the condensed consolidated financial
statements.
9
<PAGE>
Note 1. Unaudited Condensed Consolidated Balance Sheets
The accompanying unaudited condensed consolidated balance sheets of AES NY,
L.L.C. (the Company) reflect all adjustments which are necessary, in the opinion
of management, for a fair presentation of the Company's consolidated results for
the interim periods. All such adjustments are of a normal recurring nature. The
unaudited condensed consolidated balance sheets should be read in conjunction
with the Company's consolidated balance sheet and notes contained therein, as of
December 31, 1999. Due to the seasonal nature of the Company's operations,
financial results for interim periods are not necessarily indicative of trends
for a 12-month period.
Note 2. Reclassifications
Certain amounts have been reclassified on the condensed consolidated
balance sheets to conform with the 2000 presentation.
Note 3. Commitments and Contingencies
Coal Purchases - In connection with the acquisition by AES Eastern Energy,
L.P. (AEE) of its four coal-fired electric generating stations (the AEE Plants),
AEE has assumed from New York State Electric & Gas Corporation (NYSEG) an
agreement to purchase the coal required by the Somerset and Cayuga Plants. Each
year, either party can request renegotiation of the price of one-third of the
coal supplied pursuant to this agreement. During 2000, the coal suppliers are
committed to sell and AEE is committed to purchase all three lots of coal and
either party may request renegotiation of one lot of coal for the following
year. If either party requested renegotiation during 2000 but the parties failed
to reach agreement, then the parties would have commitments with respect to only
two lots in 2001. If the same thing happened in 2001, the parties would have
commitments with respect to only one lot in 2002. Either party could terminate
the contract in its sole discretion at the end of 2002. As of the acquisition
date, the contract prices were above the market price, and the Company recorded
a purchase accounting liability for approximately $15.7 million related to the
fulfillment of its obligation to purchase coal under this agreement. As of March
31, 2000, the remaining liability was approximately $11.0 million.
Environmental - The Company has recorded a liability for environmental
remediation associated with the acquisition of the AEE Plants and the
acquisition by AES Creative Resources, L.P. (ACR) of two additional coal-fired
electric generating stations (the ACR Plants). On an ongoing basis, the Company
monitors its compliance with environmental laws. Because of the uncertainties
associated with environmental compliance and remediation activities, future
costs of compliance or remediation could be higher or lower than the amount
currently accrued.
On October 14, 1999, AEE received an information request letter from the New
York Attorney General, which seeks detailed operating and maintenance history
for the Westover and Greenidge Plants. On January 13, 2000, the Company received
a subpoena from New York State Department of Environmental Conservation seeking
similar operating and maintenance history from the AEE Plants and the ACR
Plants. This information is being sought in connection with the Attorney
General's and the Department of Environmental Conservation's investigations of
several electricity generating stations in New York that are suspected of
undertaking modifications in the past without undergoing an air permitting
review.
On April 14, 2000, AEE received a request for information pursuant to
Section 114 of the Clean Air Act from the U.S. Environmental Protection Agency
(EPA) seeking detailed operating and maintenance history data for the Cayuga and
Somerset Plants. EPA has commenced an industry-wide investigation of coal-fired
electric power generators to determine compliance with environmental
10
<PAGE>
requirements under the Clean Air Act associated with repairs, maintenance,
modification and operational changes made to coal-fired facilities over the
years. The EPA's focus is on whether the changes were subject to new source
review or new source performance standards, and whether best available control
technology was or should have been used. EPA is requesting information similar
to that previously requested by the New York State Department Environmental
Conservation for the AEE Plants and the ACR Plants and from the New York State
Attorney General with respect to the Westover and Greenidge Plants. AEE is
cooperating with the request and will provide the appropriate documentation.
If the New York State Attorney General, the New York State Department of
Environmental Conservation or the EPA does file an enforcement action against
the Somerset, Cayuga, Westover, or Greenidge Plants or the ACR Plants, then
penalties may be imposed and further emission reductions might be necessary at
these Plants. The Company is unable to estimate the impact, if any, of these
investigations on its financial condition or results of future operations.
In October 1999, ACR entered into a consent order with the New York State
Department of Environmental Conservation to resolve alleged violations of the
water quality standards in the groundwater down gradient of an ash disposal
site. The consent order includes a suspended $5,000 civil penalty and a
requirement to submit a work plan to initiate closure of the landfill by October
8, 2000. The consent order also calls for a site investigation and there is a
possibility that some groundwater remediation at the site may be required. AEE2,
L.L.C., a subsidiary of AEE, will contribute two-thirds of the costs to close
the landfill, which are anticipated to be approximately $3 million, as
additional costs for long term groundwater monitoring. While the actual closure
costs may exceed $3 million, which is included in the environmental remediation
liability, management does not expect any added closure costs to be material.
Nitrogen Oxide and Sulfur Dioxide Emission Allowances - The AEE Plants and
the ACR Plants emit nitrogen oxide (NOx) and sulfur dioxide (SO2) as a result of
burning coal to produce electricity. The AEE Plants and the ACR Plants have been
allocated allowances by the New York Department of Environmental Conservation to
emit NOx during the ozone season, which runs from May 1 to September 30. Each
NOx allowance authorizes the emission of one ton of NOx during the ozone season.
The AEE Plants and the ACR Plants are also subject to SO2 emission allowance
requirements imposed by the Federal Environmental Protection Agency. Each SO2
allowance authorizes the emission of one ton of SO2 during the calendar year.
All of the AEE Plants and the ACR Plants are required to hold sufficient
allowances to emit SO2. Both NOx and SO2 allowances may be bought, sold, or
traded. If NOx and/or SO2 emissions exceed the allowance amounts allocated to
the AEE Plants and the ACR Plants, then AEE and ACR may need to purchase
additional allowances on the open market or otherwise reduce their production of
electricity to stay within the allocated amounts.
11
<PAGE>
Item 2. Management's discussion and analysis of financial condition and results
of operations
(a) Liquidity and Capital Resources
Operations
Cash flow from our operations during the first quarter of 2000, when
combined with the expected cash flow during the second quarter of 2000, should
be sufficient to cover the aggregate rental payments under the leases on the
Somerset Generating Station and the Cayuga Generating Station due July 2, 2000.
We believe that cash flow from our operations will be sufficient to cover
aggregate rental payments on each rent payment date thereafter.
We have entered into contracts for the sale of an aggregate of 450 megawatts
(MW) of electric energy on a 24-hour per day basis through December 31, 2000 at
set prices that exceed historical average prices for all months except June,
July and August. These contracts provide a set price for a portion of our
available power while reducing our exposure to market price fluctuations during
the year. We have also entered into additional contracts for the sale of
electric energy during 2000. The maximum capacity that we have committed under
these additional contracts during any month is an aggregate of 480MW. These
contracts allowed us to lock-in the price of our electric energy at prices we
considered favorable. These contracts represent less than our total generating
capacity of 1,268MW during those periods. This provides us with the flexibility
to use our remaining generating capacity to take advantage of any significant
price increases during peak demand periods while minimizing the risk of having
to purchase replacement power due to a forced outage. Since we have committed to
sell a significant percentage of our generating capacity during the summer peak
season at fixed prices, our ability to take advantage of significant price
increases during that period will be limited.
We are obligated to make payments under the Coal Hauling Agreement with
Somerset Railroad Corporation, an affiliated company, in an amount sufficient,
when added with funds available from other sources, to enable Somerset Railroad
to pay, when due, all of its operating expenses and other expenses, including
interest on and principal of outstanding indebtedness. Somerset Railroad
received a 60-day extension on their 364-day term loan, originally due May 5,
2000, of $26 million from an affiliate of CIBC World Markets. Somerset Railroad
is currently negotiating with several parties on the terms of a long-term note
to replace that loan.
Investing Activities
During the first quarter of 2000, we incurred approximately $2 million in
capital expenditures. These expenditures were primarily for work to prepare for
the possible installation of a selective catalytic reduction system at the
Cayuga Generating Station and other necessary expenditures under our life
extension program. We expect capital expenditures to be $8.5 million in 2000,
$17.4 million in 2001 and $4.4 million in 2002.
Financing Activities
During May 2000, we reduced our working capital credit facility with Credit
Suisse First Boston from $50 million to $20 million. This credit facility was
established at the date of acquisition of our electricity generating stations to
ensure we had sufficient resources while undergoing the Somerset Generating
Station outage during May and June 1999 for installation of a selective
catalytic reduction system and for other improvements to the station's turbine
and boiler and while commencing operations. We believe the $20 million working
capital credit facility is sufficient for our operations.
12
<PAGE>
The pass through trust certificates accrued additional interest at a rate of
0.50% per annum from November 10, 1999 until March 27, 2000, when we completed
an exchange offer for the pass through trust certificates. The additional
interest accrued as a result of our failure to complete the exchange offer on or
prior to November 10, 1999. This additional interest was approximately $1
million with the amount due through December 31, 1999 being paid in April 2000.
The remaining additional interest will be paid on the next scheduled rent
payment date, July 2, 2000.
(b) Results of Operations
We began operations on May 14, 1999. There are no separate financial
statements available with regard to our electricity generating stations prior to
May 14, 1999 because their operations were fully integrated with, and therefore
results of operation consolidated into, New York State Electric & Gas
Corporation.
During the three months ended March 31, 2000, energy revenue from the sale
of electricity into the New York power market and adjoining power markets
totaled $72 million. Capacity sales, under the capacity purchase agreement with
New York State Electric & Gas Corporation, totaled $8 million. Operating
expenses totaled $53 million, primarily due to fuel cost of $29 million and $14
million of general and administrative expenses. Net interest expense for the
period was $15 million. Our net income during this period was $12 million.
Forward-looking Statements
Certain statements contained in this Form 10-Q are forward-looking
statements as that term is defined in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements speak only as of the date hereof.
Forward-looking statements can be identified by the use of forward-looking
terminology such as "believe," "expects," "may," "intends," "will," "should" or
"anticipates" or the negative forms or other variations of these terms or
comparable terminology, or by discussions of strategy. Future results covered by
the forward-looking statements may not be achieved. Forward-looking statements
are subject to risks, uncertainties and other factors, which could cause actual
results to differ materially from future results expressed or implied by such
forward-looking statements. The most significant risks, uncertainties and other
factors are discussed under the heading "Business--General Development of
Business" in our Annual Report on Form 10-K, and you are urged to read this
section and carefully consider such factors.
13
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
See Note 3 to our Condensed Consolidated Financial Statements in Part I.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - See Exhibit Index.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
Signature
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.
AES EASTERN ENERGY, L.P.
By: AES NY, L.L.C., as General Partner
By: /s/ Dan Rothaupt
-------------------------------
Dan Rothaupt
President
By: /s/ Barry Sharp
-------------------------------
Barry Sharp
Chief Financial Officer (and chief
accounting officer)
Date: May 9, 2000
14
<PAGE>
EXHIBIT INDEX
(a) The following exhibits are delivered with this report:
Exhibit No.
27 - Financial Data Schedule.
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS AS OF MARCH 31, 2000 AND FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 55,567
<SECURITIES> 0
<RECEIVABLES> 18,256
<ALLOWANCES> 0
<INVENTORY> 21,078
<CURRENT-ASSETS> 104,987
<PP&E> 987,396
<DEPRECIATION> 25,165
<TOTAL-ASSETS> 1,122,640
<CURRENT-LIABILITIES> 40,237
<BONDS> 650,000
0
0
<COMMON> 390,336
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,122,640
<SALES> 72,050
<TOTAL-REVENUES> 80,096
<CGS> 29,317
<TOTAL-COSTS> 31,429
<OTHER-EXPENSES> 21,484
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,433
<INCOME-PRETAX> 12,115
<INCOME-TAX> 0
<INCOME-CONTINUING> 12,115
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,115
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
