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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 June 30, 2000
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to _______
Commission file number 333-91391
AES IRONWOOD, L.L.C.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1457537
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
305 PRESCOTT ROAD, LEBANON, PA 17042
(717) 228-1328
(Registrant's address of principal executive offices,)
(zip code and telephone number, including area code)
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 1 0f 15)
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AES IRONWOOD, L.L.C.
TABLE OF CONTENTS
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PAGE NO.
PART I. FINANCIAL INFORMATION
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Item 1. Condensed Financial Statements (unaudited)
Condensed Statements of Operations --
Six month and three month periods ended June 30, 2000 and the
period from June 25, 1999 (inception) through June 30, 2000 ..................3
Condensed Statements of Changes in Member's Deficit --
Period from June 25, 1999 (inception) through June 30, 2000 ..................4
Condensed Balance Sheets --
June 30, 2000 and December 31, 1999...........................................5
Condensed Statements of Cash Flows --
Six months ended June 30, 2000 and the period from June 25, 1999
(inception) through June 30, 2000 ............................................6
Notes to the Condensed Financial Statements.....................................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................10
Item 3. Quantitative and Qualitative Disclosures
About Market Risk..............................................................12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K....................................................13
SIGNATURES................................................................................................14
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(Page 2 of 15)
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
AES IRONWOOD, L.L.C.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF OPERATIONS, SIX AND THREE MONTHS PERIODS ENDED
JUNE 30, 2000 AND THE PERIOD FROM JUNE 25, 1999 (INCEPTION) THROUGH
JUNE 30, 2000
(DOLLARS IN THOUSANDS)
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June 25, 1999
Three Months Six Months (inception)
Ended Ended Through
June 30, 2000 June 30, 2000 June 30, 2000
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OPERATING EXPENSES
General and administrative costs... $ - $ (1) $ (170)
------- ------- -------
Operating Loss .................... - (1) (170)
OTHER INCOME/EXPENSE
Interest income ................... 766 1,711 4,994
Interest expense .................. (902) (2,320) (8,075)
------- ------- -------
NET LOSS .......................... $ (136) $ (610) (3,251)
=====================================
</TABLE>
See notes to condensed financial statements.
(Page 3 of 15)
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AES IRONWOOD, L.L.C.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF CHANGES IN MEMBER'S DEFICIT, PERIOD FROM
JUNE 25, 1999 (INCEPTION) THROUGH JUNE 30, 2000
(DOLLARS IN THOUSANDS)
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Common Stock Accumulated
Shares Amount Deficit Total
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BALANCE, JUNE 25,1999 ... - $ - $ - $ -
Net Loss ................ - - (2,641) (2,641)
-------- -------- -------- -------
BALANCE, DECEMBER 31,1999 - - (2,641) (2,641)
Net Loss ................ - - (474) (474)
-------- -------- -------- -------
BALANCE, MARCH 31,2000 .. - - (3,115) (3,115)
Net Loss ................ - - (136) (136)
-------- -------- -------- --------
BALANCE, JUNE 30,2000.... - $ - $(3,251) $(3,251)
======== ======== ======== ========
</TABLE>
See notes to condensed financial statements.
(Page 4 of 15)
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AES IRONWOOD, L.L.C.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED BALANCE SHEETS,
JUNE 30, 2000 AND DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
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<CAPTION>
June 30, December 31,
2000 1999
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ASSETS:
Current Assets:
Cash ................................................................... $ 223 $ 633
Interest Receivable .................................................... 217 437
Accounts Receivable - other ............................................ 182 -
Investments held by trustee-at cost, which approximates market
value ................................................................ 39,264 22,568
--------- ---------
Total current assets ................................................. 39,886 23,638
Land ...................................................................... 528 528
Construction in progress .................................................. 276,398 244,563
Certificate of deposit .................................................... 385 385
Deferred financing costs - Net of accumulated amortization of $145 and $44,
respectively ............................................................ 3,488 2,447
Investments held by trustee-At cost, which approximates market value ...... - 68,145
Other assets .............................................................. 410 317
--------- ---------
Total assets ......................................................... $ 321,095 340,023
========= =========
LIABILITIES AND MEMBER'S DEFICIT:
Current Liabilities:
Accounts payable ....................................................... $ 24 $ 20,139
Accrued Interest ....................................................... 2,714 2,429
Payable to affiliate ................................................... 1,640 918
Payable to parent ...................................................... 475 442
Retention payable ...................................................... 10,993 -
--------- ---------
Total current liabilities ............................................ 15,846 23,928
Retention payable ......................................................... - 10,236
Bonds payable ............................................................. 308,500 308,500
Total liabilities .................................................... 324,346 342,664
--------- ---------
Commitments (Notes 4 and 5)
Member's deficit:
Common stock, $1 par value-10 shares authorized, none issued or
outstanding .......................................................... - -
Deficit accumulated during the development stage ....................... (3,251) (2,641)
--------- ---------
Total member's deficit ............................................... (3,251) (2,641)
--------- ---------
Total liabilities and member's deficit ............................... $ 321,095 $ 340,023
========= =========
</TABLE>
See notes to condensed financial statements.
(Page 5 of 15)
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AES IRONWOOD, L.L.C.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND
THE PERIOD FROM JUNE 25, 1999 (INCEPTION)THROUGH JUNE 30, 2000
(DOLLARS IN THOUSANDS)
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June 25, 1999
Six Month (inception)
period ended through
June 30 2000 June 30, 2000
---------------- ----------------
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OPERATING ACTIVITIES:
Net loss ....................................................... $ (610) $ (3,251)
Amortization of deferred financing costs ....................... 101 145
Change in:
Interest receivable ......................................... (220) (217)
Accrued interest ............................................ 285 2,714
Other receivables ........................................... (182) (182)
--------- ---------
Net cash used in operating activities .............. (186) (791)
INVESTING ACTIVITIES:
Payments for construction in progress .......................... (50,438) (263,266)
Payments for land .............................................. - (528)
Change in debt service reserve ................................. 51,449 (39,649)
Purchase of other assets ....................................... (93) (410)
--------- ---------
Net cash provided by (used in) investing activities 918 (303,853)
FINANCING ACTIVITIES:
Proceeds from project debt issuance ............................ - 308,500
Payments for deferred financing costs .......................... (1,142) (3,633)
--------- ---------
Net cash (used in) provided by financing activities (1,142) 304,867
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ........... (410) 223
--------- ---------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ................. 633 0
CASH AND CASH EQUIVALENTS, END OF PERIOD ....................... $ 223 $ 223
========= =========
SUPPLEMENTAL DISCLOSURE:
Interest paid ...................................... $ 13,899 $ 25,663
========= =========
</TABLE>
See notes to condensed financial statements.
(Page 6 of 15)
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AES IRONWOOD, L.L.C.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2000, THREE
MONTHS ENDED JUNE 30, 2000 AND THE PERIOD FROM JUNE 25, 1999 (INCEPTION)
THROUGH JUNE 30, 2000.
1. ORGANIZATION
AES Ironwood, L.L.C. was incorporated on October 30, 1998, in the State
of Delaware, to develop, construct, and operate a 705-megawatt (MW)
gas-fired, combined cycle electric generating facility in South Lebanon
Township, Pennsylvania. AES Ironwood, L.L.C. was considered dormant until
June 25, 1999, at which time it consummated a project financing and
certain related agreements. The facility, currently under construction,
will consist of two Westinghouse 501 G combustion turbines, two heat
recovery steam generators, and one steam turbine. The facility will
produce and sell electricity, as well as provide fuel conversion and
ancillary services, solely to Williams Energy under a power purchase
agreement with a term of 20 years that will commence on the facility's
anticipated commercial operation date, June 30, 2001.
AES Ironwood, L.L.C. is in the development stage and is not expected to
generate any operating revenues until the facility achieves commercial
operations. As with any new business venture of this size and nature,
operation of the facility could be affected by many factors. Management
of AES Ironwood, L.L.C. believes that the assets of AES Ironwood, L.L.C.
are realizable.
AES Ironwood, L.L.C. is a wholly-owned subsidiary of AES Ironwood, Inc.,
which is a wholly-owned subsidiary of The AES Corporation. AES Ironwood,
Inc. has no assets other than its ownership interests in AES Ironwood,
L.L.C. and AES Prescott, L.L.C. It has no operations and is not expected
to have any operations. Its only income will be from distributions it
receives from AES Ironwood, L.L.C. and AES Prescott, L.L.C., once AES
Ironwood, L.L.C. achieves commercial operation. The equity that AES
Ironwood, Inc. is to provide to AES Ironwood, L.L.C. will be provided to
AES Ironwood, Inc. by The AES Corporation, which owns all of the stock of
AES Ironwood, Inc. The AES Corporation files quarterly and annual audited
reports with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, which are publicly available. AES Ironwood Inc.'s
equity contribution obligations are required to be supported by either an
insurance bond or letter of credit. Currently those obligations are
supported by an insurance bond issued to the collateral agent.
On June 25, 1999, AES Ironwood, L.L.C. issued $308.5 million in senior
secured bonds for the purpose of providing financing for the construction
of the facility and to fund, through the construction period, interest
payments to the bondholders.
Pursuant to an equity subscription agreement, AES Ironwood, Inc. has
agreed to contribute up to approximately $50.1 million to AES Ironwood,
L.L.C. to fund construction after the bond proceeds have been fully
utilized.
(Page 7 of 15)
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2. BASIS OF PRESENTATION
In AES Ironwood, L.L.C.'s opinion, all adjustments necessary for a fair
presentation of the unaudited results of operations for the six month and
three month periods ending June 30, 2000, are included. All such
adjustments are accruals of a normal and recurring nature. The results of
operations for the period ended June 30, 2000 are not necessarily
indicative of the results of operations to be expected for the full year.
The statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. Because
the accompanying condensed consolidated financial statements do not
include all of the information and footnotes required by generally
accepted accounting principles, they should be read in conjunction with
the audited financial statements for the period ended December 31, 1999
and notes thereto included in AES Ironwood, L.L.C.'s final prospectus
dated March 31, 2000. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included.
3. EQUITY SUBSCRIPTION AGREEMENT
AES Ironwood, L.L.C., along with AES Ironwood, Inc., has entered into an
equity subscription agreement, pursuant to which AES Ironwood, Inc. has
agreed to contribute up to approximately $50.1 million to AES Ironwood,
L.L.C. to fund project costs. This amount is secured by an acceptable
bond issued by AES Ironwood, Inc. AES Ironwood, Inc. will fund these
amounts as they come due upon the earlier of (a) expenditure of all funds
that have been established for construction or (b) the occurrence, and
during the continuation of, an event of default, as defined under the
indenture governing its senior secured bonds. A portion of this equity
requirement may be made in the form of affiliate debt, between AES
Ironwood, Inc. and AES Ironwood, L.L.C., which would be subordinate to
the senior secured bonds.
4. POWER PURCHASE AGREEMENT
AES Ironwood, L.L.C. and Williams Energy have entered into a power
purchase agreement for the sale of all electric energy and capacity
produced by the facility, as well as ancillary services and fuel
conversion services. The term of the power purchase agreement is 20
years, commencing when the construction of the facility is complete and
the facility is commercially viable to produce electricity and related
capacity, as well as to provide ancillary and fuel conversion services.
Payment obligations to AES Ironwood, L.L.C. are guaranteed by The
Williams Companies, Inc. Such payment obligations under the guarantee are
capped at an amount equal to 125% of the sum of the principal amount of
the senior secured bonds plus the maximum debt service reserve account
required balance. AES Ironwood, L.L.C. has provided Williams Energy a
guaranty issued by The AES Corporation of specific payment obligations
should the facility not achieve commercial operation by June 30, 2001.
The AES Corporation's liability under the guaranty is capped at $30
million. AES Ironwood, L.L.C. has the option, and may be required under
specific conditions described in the power purchase agreement, to replace
the guaranty issued by The AES Corporation with a letter of credit issued
by a
(Page 8 of 15)
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commercial bank. In such case, the repayment obligations with respect to
drawings under the letter of credit are to be a senior debt obligation of
AES Ironwood, L.L.C..
5. COMMITMENTS AND CONTINGENCIES
CONSTRUCTION - AES Ironwood, L.L.C. has entered into a fixed-price
turnkey construction agreement with Siemens Westinghouse for the design,
engineering, procurement and construction of the facility. Siemens
Westinghouse will provide AES Ironwood, L.L.C. with specific combustion
turbine maintenance services and spare parts for an initial term of
between eight and ten years under a maintenance service agreement. As of
December 31, 1999, and June 30, 2000 AES Ironwood, L.L.C. was liable to
Siemens Westinghouse for a retention payment as part of the total
contract price due at the completion of the contract for approximately
$10.2 million and $10.9 million, respectively.
WATER SUPPLY - AES Ironwood, L.L.C. has entered into a contract with the
City of Lebanon Authority for the purchase of 50 percent of the water use
of the facility. The contract has a term of 25 years. Costs associated
with the use of water by the facility under this contract are based on
gallons used per day at prices specified under the contract terms. AES
Ironwood, L.L.C. has also entered into an agreement with Pennsy Supply,
Inc. which will provide the remaining 50 percent of the water use of the
facility.
INTERCONNECTION AGREEMENT - AES Ironwood, L.L.C. has entered into an
interconnection agreement with Metropolitan Edison Company to transmit
the electricity generated by the facility to the transmission grid so
that it may be sold as prescribed under AES Ironwood, L.L.C.'s power
purchase agreement. The agreement is in effect for the life of the
facility, yet may be terminated by mutual consent of both Metropolitan
Edison Company and AES Ironwood, L.L.C. under certain circumstances as
detailed in the agreement. Costs associated with the agreement are based
on electricity transmitted via Metropolitan Edison Company at a variable
price, the tariff imposed by the Pennsylvania/New Jersey/Maryland power
pool market, as charged by Metropolitan Edison Company to AES Ironwood,
L.L.C., which is comprised of both service cost and asset recovery cost,
as determined by Metropolitan Edison Company and approved by the Federal
Energy Regulatory Committee.
WATER SUPPLY PIPELINE - AES Ironwood, L.L.C. has entered into two
agreements in relation to the construction of the water supply pipeline.
The first agreement is with G.L. Marks Contracting, Inc., for the
construction of the water pipeline for approximately $2.5 million. The
second agreement is with Conewago Enterprises, Inc., for the construction
of the pumping station, at an estimated cost of approximately $3.2
million.
LETTER OF CREDIT - AES Ironwood, L.L.C. also has a letter of credit
agreement outstanding to fund the construction of an access road to the
facility during construction. In connection with this letter of credit,
AES Ironwood, L.L.C. has made a collateral deposit into a certificate of
deposit account of approximately $385,000, which equals the amount
available under this agreement.
SURETY BOND AGREEMENT - AES Ironwood, Inc. has a surety bond agreement
for $50.1 million in relation to its equity subscription agreement.
Annual commitment fees will be assessed based on the amount outstanding
during the year.
(Page 9 of 15)
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this Form 10-Q, as well as statements made by the
Company in periodic press releases and other public communications, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of forward-looking
terminology, such as "believes," "estimates," "plans," "projects," "expects,"
"may," "will," "should," "approximately," or "anticipates" or the negative
thereof or other variations thereof or comparable terminology, or by discussion
of strategies, each of which involves risks and uncertainties. The Company has
based these forward-looking statements on its current expectations and
projections about future events based upon its knowledge of facts as of the date
of this Form 10-Q and its assumptions about future events.
All statements other than of historical facts included herein, including those
regarding market trends, the Company's financial position, business strategy,
projected plans and objectives of management for future operations, are
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors outside of the Company's control
that may cause the actual results or performance of the Company to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. These risks, uncertainties and other
factors include, among others, the factors discussed in the "Risk Factors"
section of the Company's final prospectus dated March 31, 2000.
The Company has no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
GENERAL
AES Ironwood, L.L.C. (the "Company") was formed on October 30, 1998 to develop,
construct, own, operate and maintain its facility. The Company was dormant until
June 25, 1999, the date of the sale of the senior secured bonds. The Company is
in the development stage and has no operating revenues. The Company obtained
$308,500,000 of project financing from the sale of the senior secured bonds. The
total cost of the construction of the Company's facility is estimated to be
approximately $359 million, which will be financed by the proceeds from the sale
of the senior secured bonds and the equity contribution described below. On May
12, 2000, the Company consummated an exchange offer whereby the holders of the
senior secured bonds were able to exchange their privately placed senior secured
bonds for registered senior secured bonds.
The Company's facility is still under construction and is expected to be
completed and operational by approximately June 30, 2001.
EQUITY CONTRIBUTIONS
Under the equity subscription agreement, AES Ironwood, Inc. is obligated to
contribute up to
(Page 10 of 15)
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approximately $50.1 million to the Company to fund project costs. AES Ironwood,
Inc.'s obligation to make the contributions is, and will be, supported by an
acceptable letter of credit or an acceptable bond.
RESULTS OF OPERATIONS
For the period from June 25, 1999 (inception) through June 30, 2000, costs in
the amount of $276,398,000 pertaining to the cost of the construction of the
Company's facility have been capitalized as Construction Work in Progress and
are included as assets on the balance sheet. Interest capitalized during this
period was approximately $20.1 million. The cost of purchasing land for
construction of the Company's facility has been separately identified on the
Balance Sheets.
From June 25, 1999 (inception) through June 30, 2000, general and administrative
costs of $170,000 were incurred. These costs did not directly relate to
construction and are included as expenses in the Statement of Operations.
A portion of the proceeds from the sale of the senior secured bonds have not yet
been expended on construction and were invested by the trustee. The interest
income earned on these invested funds is included in the Statement of
Operations.
The interest expense incurred on the portion of the bond proceeds expended
during the construction period is capitalized to Construction in Progress and is
included on the balance sheet. Interest expense incurred on the bond proceeds
not spent on construction of the Company's facility are included as interest
expense in the Statement of Operations.
For the period from June 25, 1999 (inception) through June 30, 2000,
non-capitalizable costs plus interest expense and less interest income resulted
in a net loss on the June 25, 1999 (inception) through June 30, 2000 Statement
of Operations of approximately $3.3 million. The results of operations may not
be comparable with the results of operations during future periods, especially
when the Company's facility begins commercial operations in 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company believes that the net proceeds from the sale of the senior secured
bonds, together with the equity contribution, will be sufficient to (1) fund the
engineering, procurement, construction, testing and commissioning of the
Company's facility until it is placed in commercial operation, (2) pay certain
fees and expenses in connection with the financing and development of the
Company's project and (3) pay project costs, including interest on the senior
secured bonds. After the Company's facility is placed in commercial operation,
it will depend on revenues under the power purchase agreement, and after the
power purchase agreement expires, it will depend on market sales of electricity.
In order to provide liquidity in the event of cash flow shortfalls, the debt
service reserve account will contain an amount equal to the debt service reserve
account required balance through cash funding, issuance of the debt service
reserve letter of credit or a combination of the two.
As of June 30, 2000, the Company had commitments totaling $240 million arising
from the construction of its facility. Of this commitment, $212 million has been
paid as of June 30, 2000. In addition, the Company has committed to two
additional capital expenditures totaling $5.7 million. One is for a pipeline
(Page 11 of 15)
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for $2.5 million and the other is for a pumping station for $3.2 million. Of
these two commitments, $4.6 million has been paid as of June 30, 2000. The
remainder of the committed amounts are expected to be paid in fiscal years
2000 and 2001. These amounts are expected to be paid out of the proceeds from
the sale of the senior secured bonds and the equity contribution.
BUSINESS STRATEGY AND OUTLOOK
The Company's overall business strategy is to market and sell all of its net
capacity, fuel conversion and ancillary services to Williams Energy during the
term of the power purchase agreement. After expiration of the power purchase
agreement, the Company anticipates selling its facility's capacity, ancillary
services and energy under a power purchase agreement or into the
Pennsylvania/New Jersey/Maryland power pool market. The Company intends to cause
its facility to be managed, operated and maintained in compliance with the
project contracts and all applicable legal requirements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
AES Ironwood, L.L.C's market risks are not materially different from those
market risks described in the final prospectus dated March 31, 2000.
(Page 12 of 15)
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS
Exhibit Number Description
-------------- -----------
27 Financial data schedule
b) REPORTS ON FORM 8-K.
The Company did not file any reports on Form 8-K during the quarter ended
June 30, 2000.
(Page 13 of 15)
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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.
AES IRONWOOD, L.L.C.
Date: August 9, 2000 By: /s/ JOHN RUGGIRELLO
---------------------------------
JOHN RUGGIRELLO
President
Date: August 9, 2000 By: /s/ BARRY SHARP
----------------------------------
BARRY SHARP*
Vice President and Chief Financial Officer
(and principal accounting officer)
/s/ JOHN RUGGIRELLO
----------------------------------
* JOHN RUGGIRELLO, ATTORNEY-IN-FACT
(Page 14 of 15)
