<PAGE>
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
-------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-1405
Delmarva Power & Light Company
------------------------------
(Exact name of registrant as specified in its charter)
Delaware and Virginia 51-0084283
-------------------------- ------------
(States of incorporation) (I.R.S. Employer
Identification No.)
800 King Street, P.O. Box 231, Wilmington, Delaware 19899
----------------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 302-429-3114
------------
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
All 1,000 issued and outstanding shares of Delmarva Power & Light Company common
stock, $2.25 per share par value, are owned by Conectiv.
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DELMARVA POWER & LIGHT COMPANY
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Table of Contents
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<TABLE>
<CAPTION>
Page No.
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Part I. Financial Information
<S> <C> <C>
Item 1. Financial Statements
Consolidated Statements of Income for the three and six
months ended June 30, 2000, and June 30, 1999............. 1
Consolidated Balance Sheets as of June 30, 2000,
and December 31, 1999..................................... 2-3
Consolidated Statements of Cash Flows for the six months
ended June 30, 2000, and June 30, 1999.................... 4
Notes to Consolidated Financial Statements................ 5-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 9-15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Part II. Other Information
Item 1. Legal Proceedings......................................... 17
Item 5. Other Information......................................... 17
Item 6. Exhibits and Reports on Form 8-K.......................... 17
Signature.............................................................. 18
</TABLE>
i
<PAGE>
Part 1. FINANCIAL INFORMATION
Item 1. Financial Statements
DELMARVA POWER & LIGHT COMPANY
------------------------------
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
OPERATING REVENUES
<S> <C> <C> <C> <C>
Electric $ 396,010 $ 309,334 $ 820,400 $ 630,232
Gas 234,599 131,391 505,136 422,382
Other services 5,505 10,077 16,527 17,895
---------- ---------- ---------- ----------
636,114 450,802 1,342,063 1,070,509
---------- ---------- ---------- ----------
OPERATING EXPENSES
Electric fuel and purchased energy and capacity 232,962 149,578 474,314 313,286
Gas purchased 227,517 119,199 478,526 390,812
Other services' cost of sales 4,153 7,470 13,995 15,529
Operation and maintenance 70,712 68,469 139,669 126,459
Depreciation and amortization 29,433 32,865 58,669 65,667
Taxes other than income taxes 10,961 11,675 21,903 20,000
---------- ---------- ---------- ----------
575,738 389,256 1,187,076 931,753
---------- ---------- ---------- ----------
OPERATING INCOME 60,376 61,546 154,987 138,756
---------- ---------- ---------- ----------
OTHER INCOME 1,219 310 2,831 3,622
---------- ---------- ---------- ----------
INTEREST EXPENSE
Interest charges 19,406 19,822 38,691 40,342
Allowance for borrowed funds used during
construction and capitalized interest (306) (260) (616) (752)
---------- ---------- ---------- ----------
19,100 19,562 38,075 39,590
---------- ---------- ---------- ----------
PREFERRED DIVIDEND REQUIREMENT ON
PREFERRED SECURITIES OF A SUBSIDIARY TRUST 1,422 1,422 2,844 2,844
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 41,073 40,872 116,899 99,944
INCOME TAXES 15,761 16,279 44,394 39,737
---------- ---------- ---------- ----------
NET INCOME 25,312 24,593 72,505 60,207
DIVIDENDS ON PREFERRED STOCK 1,250 919 2,439 1,992
---------- ---------- ---------- ----------
EARNINGS APPLICABLE TO COMMON STOCK $ 24,062 $ 23,674 $ 70,066 $ 58,215
========== ========== ========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
-1-
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DELMARVA POWER & LIGHT COMPANY
------------------------------
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------------ ------------------
ASSETS
Current Assets
<S> <C> <C>
Cash and cash equivalents $ 10,957 $ 648
Accounts receivable, net of allowances
of $8,292 and $6,479, respectively 374,246 308,690
Intercompany loan receivable 403 13,473
Inventories, at average cost
Fuel (coal, oil and gas) 46,173 45,686
Materials and supplies 33,175 31,855
Prepayments 13,601 14,152
Deferred supply energy costs - 8,612
Deferred income taxes, net 6,470 18,935
------------------ ------------------
485,025 442,051
------------------ ------------------
Investments
Funds held by trustee 67,205 67,896
Other investments 1,462 1,615
------------------ ------------------
68,667 69,511
------------------ ------------------
Property, Plant and Equipment
Electric generation 1,313,061 1,314,657
Electric transmission and distribution 1,416,002 1,398,574
Gas transmission and distribution 267,744 265,708
Other electric and gas facilities 201,569 202,953
Other property, plant and equipment 7,900 5,469
------------------ ------------------
3,206,276 3,187,361
Less: Accumulated depreciation 1,483,438 1,434,597
------------------ ------------------
Net plant in service 1,722,838 1,752,764
Construction work-in-progress 82,118 64,747
Leased nuclear fuel, at amortized cost 20,733 25,592
Goodwill, net 68,936 69,850
------------------ ------------------
1,894,625 1,912,953
------------------ ------------------
Deferred Charges and Other Assets
Recoverable stranded costs 36,659 41,775
Deferred recoverable income taxes 71,897 71,986
Prepaid employee benefits costs 146,162 129,962
Unamortized debt expense 10,915 11,106
Deferred debt refinancing costs 6,515 7,538
Other 21,162 17,903
------------------ ------------------
293,310 280,270
------------------ ------------------
Total Assets $ 2,741,627 $ 2,704,785
================== ==================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
-2-
<PAGE>
DELMARVA POWER & LIGHT COMPANY
------------------------------
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------------- ------------------
CAPITALIZATION AND LIABILITIES
Current Liabilities
<S> <C> <C>
Short-term debt $ 8,295 $ -
Long-term debt due within one year 1,753 1,545
Variable rate demand bonds 104,830 104,830
Accounts payable 184,635 207,073
Taxes accrued 37,496 31,621
Interest accrued 19,799 20,160
Dividends payable 5,554 7,027
Current capital lease obligation 12,502 12,495
Deferred energy supply costs 2,005 -
Above-market purchased energy contracts and
other electric restructuring liabilities 26,371 33,109
Other 26,142 26,226
--------------- ------------------
429,382 444,086
--------------- ------------------
Deferred Credits and Other Liabilities
Deferred income taxes, net 344,907 341,748
Deferred investment tax credits 33,543 34,823
Long-term capital lease obligation 9,263 14,175
Above-market purchased energy contracts and
other electric restructuring liabilities 93,741 102,781
Other 23,666 14,079
--------------- ------------------
505,120 507,606
--------------- ------------------
Capitalization
Common stock, $2.25 par value;
1,000,000 shares authorized; 1,000 shares outstanding 2 2
Additional paid-in-capital 528,893 528,893
Retained earnings 204,991 147,288
--------------- ------------------
Total common stockholder's equity 733,886 676,183
Preferred stock not subject to mandatory redemption 89,703 89,703
Preferred securities of subsidiary trust subject to
mandatory redemption 70,000 70,000
Long-term debt 913,536 917,207
--------------- ------------------
1,807,125 1,753,093
--------------- ------------------
Commitments and Contingencies (Note 5) - -
--------------- ------------------
Total Capitalization and Liabilities $2,741,627 $ 2,704,785
=============== ==================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
-3-
<PAGE>
DELMARVA POWER & LIGHT COMPANY
------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------------
2000 1999
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 72,505 $60,207
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 64,406 70,829
Deferred income taxes, net 15,712 4,347
Investment tax credit adjustments, net (1,280) (1,280)
Net change in:
Accounts receivable (57,510) 39,173
Inventories (1,807) 11,673
Accounts payable (24,352) (45,556)
Other current assets and liabilities (1) 16,602 8,254
Other, net (21,314) 2,900
-------------- -------------
Net cash provided by operating activities 62,962 150,547
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Intercompany loan receivable 13,070 -
Capital expenditures (53,796) (46,065)
Deposits to nuclear decommissioning trust funds (222) (2,128)
Proceeds from assets sold 8,664 -
Other, net (2,767) (55)
-------------- -------------
Net cash used by investing activities (35,051) (48,248)
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid (13,077) (47,298)
Preferred dividends paid (3,199) (1,856)
Long-term debt redeemed (3,545) (31,187)
Principal portion of capital lease payments (5,737) (5,162)
Net change in short-term debt 8,295 (9,700)
Cost of issuances and refinancings (339) (1)
-------------- -------------
Net cash used by financing activities (17,602) (95,204)
-------------- -------------
Net change in cash and cash equivalents 10,309 7,095
Cash and cash equivalents at beginning of period 648 1,761
-------------- -------------
Cash and cash equivalents at end of period $ 10,957 $ 8,856
============== =============
</TABLE>
(1) Other than debt and deferred income taxes classified as current.
See accompanying Notes to Consolidated Financial Statements.
-4-
<PAGE>
DELMARVA POWER & LIGHT COMPANY
------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Unaudited)
Note 1. Financial Statement Presentation
------- --------------------------------
The consolidated condensed interim financial statements contained herein include
the accounts of Delmarva Power & Light Company (DPL) and its wholly-owned
subsidiaries and reflect all adjustments necessary in the opinion of management
for a fair presentation of interim results. In accordance with regulations of
the Securities and Exchange Commission (SEC), disclosures which would
substantially duplicate the disclosures in DPL's 1999 Annual Report on Form 10-K
have been omitted. Accordingly, DPL's consolidated condensed interim financial
statements contained herein should be read in conjunction with DPL's 1999 Annual
Report on Form 10-K and Part II of this Quarterly Report on Form 10-Q for
additional relevant information.
Within the Consolidated Statements of Income, amounts previously reported for
the three and six months ended June 30, 1999 as "Electric fuel and purchased
power" and "Purchased electric capacity" have been combined and reported as
"Electric fuel and purchased energy and capacity." Certain other
reclassifications of prior period data have been made to conform with the
current presentation.
Note 2. Divestiture of Electric Generating Plants
------- -----------------------------------------
As previously disclosed in Note 11 to the Consolidated Financial Statements
included in Item 8 of Part II of DPL's 1999 Annual Report on Form 10-K, Conectiv
is building mid-merit electric generating plants and is selling the nuclear and
non-strategic baseload fossil electric generating plants of DPL. Consummation of
the sales of the nuclear and non-strategic baseload fossil electric generating
plants is subject to the receipt of required regulatory approvals. The contracts
for the sales of the electric generating plants of DPL generally require closing
simultaneous with the sales of the electric generating plants of Atlantic City
Electric Company, a subsidiary of Conectiv that operates in New Jersey. Although
management had expected such sales to close during the third or fourth quarter
of 2000, the current status of litigation relating to certain deregulation
matters in New Jersey could result in a delay in such closings. Management
cannot predict the outcome of such litigation, the timing of such outcome, and
the effect on DPL's ability to consummate the sales of its electric generating
plants.
Effective July 1, 2000, DPL contributed its (a) strategic electric generating
plants (approximately 1,364 megawatts of capacity), (b) non-strategic electric
generating plants (approximately 126 megawatts of capacity), which are expected
to be sold through a special purpose entity, and (c) related transmission
equipment, inventories, other assets and liabilities to a wholly-owned
subsidiary (Conectiv Delmarva Generation - CDG). DPL then contributed CDG to
Conectiv in conjunction with the formation of an energy-holding company by
Conectiv, which is engaged in non-regulated electricity production and sales,
and energy trading and marketing. The primary effects on DPL's balance sheet of
the contribution to Conectiv were as follows: (a) property, plant and equipment
decreased $350 million (primarily electric generating plants); (b) fuel
inventories and other assets decreased $27 million; (c) deferred income taxes
and investment tax credits decreased $61 million; and (d) the additional paid-in
capital portion of common stockholder's equity decreased $316 million. Based on
balances as of June 30, 2000 adjusted to reflect the effect of DPL's
contribution to Conectiv on July 1, 2000 compared to actual balances as of June
30, 2000, DPL's capital structure, including short-term debt, long-term debt due
within one year, and variable rate demand bonds, was affected as follows: (a)
common stockholder's equity as a percent of total capitalization decreased to
26.1% from 38.2%, (b) total debt increased to 64.0% from 53.5%, and (c)
preferred stock and preferred trust securities increased to 9.9% from 8.3%.
-5-
<PAGE>
In addition to the transaction discussed above, the electricity and gas
competitive energy activities currently conducted by DPL are being phased out by
DPL and transferred to a subsidiary of Conectiv's energy-holding company.
Note 3. Debt
------- ----
DPL redeemed $2.1 million of 7 1/8% Pollution Control Bonds on February 1, 2000
and $1.4 million of 6.95% Amortizing First Mortgage Bonds on June 1, 2000.
On January 31, 2000, DPL arranged a $150 million revolving credit facility which
expires January 31, 2003. The credit facility will provide liquidity for DPL's
$104.8 million of Variable Rate Demand Bonds and for general corporate purposes.
Note 4. Subsequent Event--Debt Refinancing
------- ----------------------------------
On behalf of DPL, the Delaware Economic Development Authority issued the bonds
listed below on July 7, 2000, and loaned the proceeds to DPL. The bonds are not
secured by a mortgage or security interest in property of DPL.
<TABLE>
<CAPTION>
Maturity Interest
Principal Series Date Rate
--------- ------ ----------- -------
($000)
<S> <C> <C>
$11,150 Exempt Facilities Refunding Revenue Bonds, Series 2000A July 1, 2030 Variable (1)
27,750 Exempt Facilities Refunding Revenue Bonds, Series 2000B July 1, 2030 Variable (1)
15,000 Pollution Control Refunding Revenue Bonds, Series 2000C July 1, 2025 (2) 5.5%
16,240 Pollution Control Refunding Revenue Bonds, Series 2000D July 1, 2028 (2) 5.65%
-------
$70,140
</TABLE>
(1) The bonds' interest rates are set by either auction or remarketing
procedures for periods specified by DPL which may be daily, weekly or other
periods, including long-term periods extending up to the bonds' maturity date.
The initial interest rate period selected was a 35 day auction period. The bonds
may be subject to optional redemption prior to maturity as provided for in the
indenture for the bonds.
(2) The bonds are subject to mandatory tender on July 1, 2010. All or a portion
of the tendered bonds may be redeemed and/or remarketed. After July 1, 2010, the
bonds may bear interest at a variable rate or fixed rate and may be subject to
optional redemption prior to maturity, as provided for in the indenture for the
bonds.
The $70.14 million of proceeds DPL received related to issuance of the bonds
listed above and additional cash will be used to redeem $70.17 million of bonds
which are listed below and were called prior to maturity for redemption on
September 1, 2000 and October 1, 2000, as indicated. The bonds were called at
101.5% to 102% of their principal amount.
-6-
<PAGE>
<TABLE>
<CAPTION>
Redemption Interest
Principal Series Date Rate
--------- ------ ----------------- ------
($000)
<S> <C> <C> <C>
$11,170 Exempt Facilities Revenue Bonds, Series 1985 September 1, 2000 7.3
9,000 Exempt Facilities Revenue Bonds, Series 1989 October 1, 2000 7.5%
35,000 Exempt Facilities Revenue Bonds, Series 1990A September 1, 2000 7.6%
15,000 Pollution Control Refunding Revenue Bonds, Series 1990B September 1, 2000 7.3%
-------
$70,170
-------
</TABLE>
Note 5. Contingencies
------- -------------
Environmental Matters
DPL is subject to regulation with respect to the environmental effect of its
operations, including air and water quality control, solid and hazardous waste
disposal, and limitation on land use by various federal, regional, state, and
local authorities. Costs may be incurred to clean up facilities found to be
contaminated due to past disposal practices. Federal and state statutes
authorize governmental agencies to compel responsible parties to clean up
certain abandoned or uncontrolled hazardous waste sites. DPL is currently a
potentially responsible party at three federal superfund sites. At one of these
sites, DPL has resolved its liability for clean up costs through a de minimis
settlement with the government. At this site, DPL may be liable for a claim by
the state or federal government for natural resource damages. DPL also is
alleged to be a third-party contributor at three other federal superfund sites.
DPL also has two former coal gasification sites in Delaware and one former coal
gasification site in Maryland, each of which is a state superfund site. Also,
the Delaware Department of Natural Resources and Environmental Control notified
DPL in 1998 that it is a potentially responsible party liable for clean-up of
the Wilmington Public Works Yard as a former owner of the property.
In December 1999, DPL discovered an oil leak at the Indian River power plant.
DPL took action to determine the source of the leak and cap it, contain the oil
to minimize impact to a nearby waterway and recover oil from the soil. Costs
incurred for this first phase of response are $2.2 million.
On June 14, 2000, the Secretary of the Delaware Department of Natural Resources
and Environmental Control (DNREC) issued an order which required DPL to make a
$350,000 payment to DNREC in connection with the oil leak at the Indian River
power plant. Of the $350,000, $250,000 is a penalty. Under the terms of the
order, DNREC will transfer the remaining $100,000 to the Center for Inland Bays
to support the annual Environmental Projects Grant Program for improving the
Inland Bays. DPL is currently negotiating a consent agreement with DNREC for
clean-up of the area affected by the leak.
In the same order, DNREC contended that DPL did not comply with a condition of
DNREC-issued construction permits for the installation of pollution control
equipment at Indian River generating units 1 and 2. In resolving this
enforcement action, DPL paid a $100,000 penalty.
There is $2 million included in DPL's current liabilities as of June 30, 2000
and December 31, 1999 for clean-up and other potential costs related to these
sites. DPL does not expect such future costs to have a material effect on DPL's
financial position or results of operations.
-7-
<PAGE>
Nuclear Insurance
In conjunction with DPL's ownership interests in Peach Bottom Atomic Power
Station (Peach Bottom) and Salem Nuclear Generating Station (Salem), DPL could
be assessed for a portion of any third-party claims associated with an incident
at any commercial nuclear power plant in the United States. Under the provisions
of the Price Anderson Act, if third-party claims relating to such an incident
exceed $200 million (the amount of primary insurance), DPL could be assessed up
to $26.3 million on an aggregate basis for such third-party claims. In addition,
Congress could impose a revenue-raising measure on the nuclear industry to pay
such claims.
The co-owners of Peach Bottom and Salem maintain property insurance coverage of
approximately $2.8 billion for each unit for loss or damage to the units,
including coverage for decontamination expense and premature decommissioning. In
addition, DPL is a member of an industry mutual insurance company, which
provides replacement power cost coverage in the event of a major accidental
outage at a nuclear power plant. Under these coverages, DPL is subject to
potential retrospective loss experience assessments of up to $3.4 million on an
aggregate basis.
Note 6. Supplemental Cash Flow Information
------- ----------------------------------
Six Months Ended
June 30,
----------------------
2000 1999
---------- ---------
(Dollars in thousands)
Cash paid (received) for:
Interest, net of amounts capitalized $36,804 $39,527
Income taxes, net of refunds $27,087 $36,316
Note 7. Business Segments
------- -----------------
Conectiv's organizational structure and management reporting information is
aligned with Conectiv's business segments, irrespective of the subsidiary, or
subsidiaries, through which a business is conducted. Businesses are managed
based on lines of business, not legal entity. Business segment information is
not produced, or reported, on a subsidiary by subsidiary basis. Thus, as a
Conectiv subsidiary, no business segment information (as defined by SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information") is
available for DPL on a stand-alone basis.
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
--------------------------
The Private Securities Litigation Reform Act of 1995 (Litigation Reform Act)
provides a "safe harbor" for forward-looking statements to encourage such
disclosures without the threat of litigation, provided those statements are
identified as forward-looking and are accompanied by meaningful, cautionary
statements identifying important factors that could cause the actual results to
differ materially from those projected in the statement. Forward-looking
statements have been made in this report. Such statements are based on
management's beliefs as well as assumptions made by and information currently
available to management. When used herein, the words "intend," "will,"
"anticipate," "estimate," "expect," "believe," and similar expressions are
intended to identify forward-looking statements. In addition to any assumptions
and other factors referred to specifically in connection with such
forward-looking statements, factors that could cause actual results to differ
materially from those contemplated in any forward-looking statements include,
among others, the following: the effects of deregulation of energy supply and
the unbundling of delivery services; the ability to enter into purchased power
agreements on terms acceptable to DPL; market demand and prices for energy,
capacity, and fuel; weather variations affecting energy usage; operating
performance of power plants; an increasingly competitive marketplace; results of
any asset dispositions; sales retention and growth; federal and state regulatory
actions; future litigation results; costs of construction; operating
restrictions; increased costs and construction delays attributable to
environmental regulations; nuclear decommissioning and the availability of
reprocessing and storage facilities for spent nuclear fuel; and credit market
concerns. DPL undertakes no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or
otherwise. The foregoing list of factors pursuant to the Litigation Reform Act
should not be construed as exhaustive or as any admission regarding the adequacy
of disclosures made prior to the effective date of the Litigation Reform Act.
Earnings Results Summary
------------------------
Earnings applicable to common stock were $24.1 million for the second quarter of
2000 in comparison to $23.7 million for the second quarter of 1999. The $0.4
million earnings increase was mainly due to additional gross margin (revenues
net of related fuel and purchased power costs) earned from non-regulated
electricity generation, trading and sales. Earnings also benefited from lower
purchased capacity and depreciation costs due to the effects of discontinuing
the application of Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation" (SFAS No. 71) in the
third quarter of 1999. These favorable earnings variances were largely offset by
rate decreases for electric delivery customers and an unfavorable variance for
supplying electricity to DPL's "default service" customers (customers who do not
choose an alternative energy supplier). DPL no longer operates under energy
adjustment clauses which had generally eliminated the effect of seasonal and
other energy price fluctuations on costs expensed. DPL's fuel and purchased
power costs for the second quarter of 1999 reflect a credit, due to the effect
of last year's energy adjustment clauses.
Earnings applicable to common stock were $70.1 million for the six months ended
June 30, 2000 in comparison to $58.2 million for the six months ended June 30,
1999. The $11.9 million earnings increase was mainly due to additional gross
margin from non-regulated electricity generation, trading and sales, partly
offset by rate decreases for electric delivery customers, higher operation and
maintenance costs, and the unfavorable default service variance. Earnings also
benefited from lower purchased capacity costs and depreciation expense due to
the effects of discontinuing the application of SFAS No. 71 in the third quarter
of 1999.
-9-
<PAGE>
DPL's participation in energy markets results in exposure to commodity market
risk. DPL has controls in place that are intended to keep risk exposures within
certain management-approved risk tolerance levels. For additional information
concerning commodity market risk, see "Item 3. Quantitative and Qualitative
Disclosures About Market Risk," included herein.
Divestiture of Electric Generating Plants
-----------------------------------------
As previously disclosed in Management's Discussion and Analysis of Financial
Condition and Results of Operations (MD&A) under "Deregulated Generation and
Power Plant Divestiture" on page II-5 of DPL's 1999 Annual Report on Form 10-K,
Conectiv is building mid-merit electric generating plants and is selling the
nuclear and non-strategic baseload fossil electric generating plants of DPL.
Consummation of the sales of the nuclear and non-strategic baseload fossil
electric generating plants is subject to the receipt of required regulatory
approvals. The contracts for the sales of the electric generating plants of DPL
generally require closing simultaneous with the sales of the electric generating
plants of Atlantic City Electric Company, a subsidiary of Conectiv that operates
in New Jersey. Although management had expected such sales to close during the
third or fourth quarter of 2000, the current status of litigation relating to
certain deregulation matters in New Jersey could result in a delay in such
closings. Management cannot predict the outcome of such litigation, the timing
of such outcome, and the effect on DPL's ability to consummate the sales of its
electric generating plants.
Effective July 1, 2000, DPL contributed its (a) strategic electric generating
plants (approximately 1,364 megawatts of capacity), (b) non-strategic electric
generating plants (approximately 126 megawatts of capacity), which are expected
to be sold through a special purpose entity, (c) and related transmission
equipment, inventories, other assets and liabilities to a wholly-owned
subsidiary (Conectiv Delmarva Generation - CDG). DPL then contributed CDG to
Conectiv in conjunction with the formation of an energy-holding company by
Conectiv, which is engaged in non-regulated electricity production and sales,
and energy trading and marketing. The primary effects on DPL's balance sheet of
the contribution to Conectiv were as follows: (a) property, plant and equipment
decreased $350 million (primarily electric generating plants); (b) fuel
inventories and other assets decreased $27 million; (c) deferred income taxes
and investment tax credits decreased $61 million; and (d) the additional paid-in
capital portion of common stockholder's equity decreased $316 million. Based on
balances as of June 30, 2000 adjusted to reflect the effect of DPL's
contribution to Conectiv on July 1, 2000 compared to actual balances as of June
30, 2000, DPL's capital structure, including short-term debt, long-term debt due
within one year, and variable rate demand bonds, was affected as follows: (a)
common stockholder's equity as a percent of total capitalization decreased to
26.1% from 38.2%, (b) total debt increased to 64.0% from 53.5%, and (c)
preferred stock and preferred trust securities increased to 9.9% from 8.3%.
In addition to the transaction discussed above, the electricity and gas
competitive energy activities currently conducted by DPL are being phased out by
DPL and transferred to a subsidiary of Conectiv's energy-holding company. By
late-2000, the principal business of DPL is expected to be the transmission and
distribution of energy as a result of the transfers and expected sales of
electric generating plants, as well as the expected transfer of competitive
energy activities from DPL to another Conectiv subsidiary. The businesses of DPL
will also include supplying electricity to customers who do not choose an
alternative electricity supplier (default service). After DPL completes the sale
of the nuclear and non-strategic baseload fossil electric generating plants,
power purchased by DPL will be the source of the electricity supplied to its
default service customers.
DPL's exit from the electricity production business and competitive energy
activities is expected to cause a decrease in DPL's earnings capacity and a
decrease in its common equity as a percent of total capitalization.
-10-
<PAGE>
Virginia Electric Utility Industry Restructuring
On June 29, 2000, the Virginia State Corporation Commission issued an order
that, among other things, approved DPL's plan for the functional separation of
its generation from transmission and distribution and authorized the transfer of
electric generating facilities and related assets to other Conectiv
subsidiaries.
Electric Revenues
-----------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- ----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
(Dollars in millions)
<S> <C> <C> <C> <C>
Regulated electric revenues $274.0 $247.5 $539.1 $505.1
Non-regulated electric revenues 122.0 61.8 281.3 125.1
-------- --------- --------- ---------
Total electric revenues $396.0 $309.3 $820.4 $630.2
====== ========= ========= =========
</TABLE>
The table above shows the amounts of electric revenues earned which are subject
to price regulation (Regulated) and which are not subject to price regulation
(Non-regulated). "Regulated electric revenues" include revenues for delivery
(transmission and distribution) service and electricity supply service within
the service area of DPL.
"Regulated electric revenues" increased by $26.5 million, from $247.5 million
for the second quarter of 1999 to $274.0 million for the second quarter of 2000.
For the six-month period, "regulated electric revenues" increased by $34.0
million, from $505.1 million for the six months ended June 30, 1999 to $539.1
million for the six months ended June 30, 2000. Details of the variances in
"regulated electric revenues" are shown below.
<TABLE>
<CAPTION>
Increase (Decrease) in
Regulated Electric Revenues
------------------------------
Three Months Six Months
------------ ----------
(Dollars in millions)
<S> <C> <C>
Customers choosing alternative electricity suppliers $(21.8) $(39.5)
Decrease in retail rates for electric utility industry restructuring (3.5) (8.6)
Higher volumes of interchange sales 34.5 43.6
Retail sales volume, sales mix, and other 17.3 38.5
------------ ----------
$26.5 $34.0
============ ==========
</TABLE>
The revenue impact of DPL's electricity delivery customers choosing alternative
electricity suppliers was minimized by (a) selling electricity generated by the
deregulated power plants to other customers, and (b) some customers selecting
"Conectiv Energy" (the trade name under which DPL and other Conectiv
subsidiaries market competitive retail energy) as their alternative electricity
supplier.
"Non-regulated electric revenues" result primarily from electricity trading
activities, bulk sales of electricity including sales of output from deregulated
electric generating plants, and competitive retail sales. As discussed under
Divestiture of Electric Generating Plants, the business activities associated
with "non-regulated electric revenues" are being phased-out by DPL.
-11-
<PAGE>
"Non-regulated electric revenues" increased by $60.2 million, from $61.8 million
for the second quarter of 1999 to $122.0 million for the second quarter of 2000.
For the six-month period, "non-regulated electric revenues" increased by $156.2
million, from $125.1 million for the six months ended June 30, 1999 to $281.3
million for the six months ended June 30, 2000. The revenue increases resulted
from higher wholesale sales of electricity generated by deregulated power
plants, increased volumes of electricity traded, and higher competitive retail
electricity sales. Deregulation of the electric generating plants, high plant
availability, and lower load obligations due to some customers choosing
alternative suppliers made more electricity output of electric generating plants
available for sale in non-regulated markets. Sales of competitive retail
electricity increased due to increased marketing to large commercial and
industrial customers outside DPL's service area and sales to the delivery
customers of DPL who selected "Conectiv Energy" (trade name ) as their
alternative electricity supplier.
Gas Revenues
------------
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- ----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
(Dollars in millions)
Regulated gas revenues $22.2 $22.8 $67.0 $75.4
Non-regulated gas revenues 212.4 108.6 438.1 347.0
-------- --------- --------- ---------
Total gas revenues $234.6 $131.4 $505.1 $422.4
====== ========= ========= =========
DPL's on-system sales and transportation of natural gas sales are generally
subject to price regulation. DPL also trades and sells natural gas in
transactions which are not subject to price regulation. The table above shows
the amounts of gas revenues earned from sources which were subject to price
regulation (regulated) and which were not subject to price regulation
(non-regulated).
For the six months ended June 30, 2000, "regulated gas revenues" decreased $8.4
million primarily because some commercial and industrial customers elected to
buy gas from alternative suppliers. However, DPL's gross margin (gas revenues
less gas purchased) from supplying regulated gas customers is insignificant, so
the effect of the revenue decrease on pre-tax profits was minimal.
"Non-regulated gas revenues" increased by $103.8 million for the three-month
period and $91.1 million for the six-month period due to higher volumes of gas
traded and increased competitive retail gas sales. Although "non-regulated gas
revenues" increased, the gross margin earned from "non-regulated gas revenues"
decreased by $4.7 million for the three-month and six-month periods due to
unfavorable gas trading results.
Other Services Revenues
-----------------------
Other services revenues decreased to $5.5 million for the second quarter of 2000
from $10.1 million for the second quarter of 1999 primarily due to less
construction services provided to a major customer. For the six months ended
June 30, 2000, other services revenues were $16.5 million, or $1.4 million less
than for same period last year. The $1.4 million decrease for the six-month
period reflects lower revenues due to less construction services provided,
partly offset by additional revenues this year from the sale of oil inventory in
conjunction with termination of a lease of a storage tank.
-12-
<PAGE>
Operating Expenses
------------------
Electric Fuel and Purchased Energy and Capacity
"Electric fuel and purchased energy and capacity" increased $83.4 million for
the three-month period and $161.0 million for the six-month period mainly due to
higher volumes of non-regulated electricity generated and purchased for resale
and higher volumes of electricity interchanged. The three-month period increase
also reflects the effect of last year's energy adjustment clauses, which had
resulted in a credit to DPL's fuel and purchased power costs. The increases were
mitigated by lower capacity costs for the three- and six-month periods ended
June 30, 2000 due to discontinuance of SFAS No. 71 for the electricity supply
business in the third quarter of 1999.
Gas Purchased
Gas purchased increased by $108.3 million for the three-month period and $87.7
million for the six-month period mainly due to higher volumes of non-regulated
natural gas trading activities, partly offset by lower volumes of gas supplied
under regulated tariffs to commercial and industrial customers in DPL's service
area.
Other Services' Cost of Sales
Other services' cost of sales decreased by $3.3 million for the three-month
period and $1.5 million for the six-month period principally due to less
construction services provided to a large customer. For the six-month period,
higher costs resulting from oil inventory sold in conjunction with termination
of a lease of a storage tank are also reflected in the net $1.5 million
decrease.
Operation and Maintenance Expenses
Operation and maintenance expenses increased by $2.2 million for the three-month
period and $13.2 million for the six-month period. Both periods reflect
increases due to higher customer service expenses associated with the regulated
electric and gas delivery businesses, and the six-month period also reflects
higher power plant maintenance expenses.
Depreciation and amortization
Depreciation and amortization expenses decreased $3.5 million in the three-month
period and $7.0 million in the six-month period mainly due to the write-down in
the third quarter of 1999 of the nuclear electric generating plants in
connection with restructuring the electric utility industry in Delaware and
Maryland. Amortization of "Recoverable stranded costs" partly offset the
decrease from lower depreciation of power plants.
Income Taxes
------------
Income taxes increased $4.7 million for the six-month period mainly due to
higher income before income taxes.
-13-
<PAGE>
New Accounting Pronouncements
-----------------------------
In June 1999, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 137, "Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of FASB
Statement No. 133," which delayed the required implementation date for SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," until all
fiscal quarters of all fiscal years beginning after June 15, 2000. In June 2000,
FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities," which amended certain aspects of SFAS No. 133. SFAS
No. 133 and 138 established accounting and reporting standards for derivative
instruments and for hedging activities. DPL has not yet adopted SFAS No. 133 and
138 and currently cannot determine the effect that these accounting standards
will have on its financial statements. However, SFAS No. 133 and 138 may cause
the volatility of earnings to increase.
Liquidity and Capital Resources
-------------------------------
Cash Flows From Operating Activities
Due to $63.0 million of cash provided by operating activities, $35.1 million of
cash used by investing activities, and $17.6 million of cash used by financing
activities, cash and cash equivalents increased by $10.3 million during the six
months ended June 30, 2000.
The $63.0 million of net cash provided by operating activities for the six
months ended June 30, 2000 represented an $87.6 million decrease in comparison
to cash flow from operations during the same period a year ago. This decrease
was primarily due to slower collection of accounts receivables and working
capital requirements for energy trading.
Excluding changes due to reclassifications, accounts receivable as of June 30,
2000 increased by $57.5 million in comparison to December 31, 1999. This
increase reflects higher revenues and slower collections of accounts receivable
caused by conversion to a new customer billing system in December 1999.
Cash Flows From Investing Activities
The $13.1 million of cash received during the six months ended June 30, 2000 for
"Intercompany loan receivable" represents partial collection of DPL's loan to
Conectiv's pool of funds that Conectiv subsidiaries borrow from or invest in,
depending on their cash position.
Capital expenditures of $53.8 million for the six months ended June 30, 2000
were primarily for electric transmission and distribution system upgrades to
increase system reliability.
The $8.7 million of proceeds from assets sold for the six months ended June 30,
2000 was mainly due to the sale of land.
Cash Flows From Financing Activities
Common dividends paid decreased to $13.1 million for the six months ended June
30, 2000, from $47.3 million for the six months ended June 30, 1999, due to
lower payments to Conectiv.
DPL redeemed $2.1 million of 7 1/8% Pollution Control Bonds on February 1, 2000
and $1.4 million of 6.95% Amortizing First Mortgage Bonds on June 1, 2000.
-14-
<PAGE>
DPL's capital structure including current maturities of long-term debt,
expressed as a percentage of total capitalization, is shown below as of June 30,
2000, and December 31, 1999. For information concerning the effect on DPL's
capital structure of contributing the strategic electric generating plants of
DPL to Conectiv, refer to "Divestiture of Electric Generating Plants."
June 30, December 31,
2000 1999
---------- ------------
Common stockholder's equity 38.2% 36.4%
Preferred stock and preferred trust securities 8.3% 8.6%
Long-term debt, including current maturities
and variable rate demand bonds 53.5% 55.0%
Subsequent Event--Debt Refinancing
As discussed in Note 4 to the Consolidated Financial Statements, on behalf of
DPL, the Delaware Economic Development Authority issued $70.14 million of bonds
on July 7, 2000 and loaned the proceeds to DPL. Of the bonds issued, $38.9
million have a variable interest rate and a maturity date of July 1, 2030, $15.0
million have a fixed interest rate of 5.5% and a maturity date of July 1, 2025,
and $16.24 million have a fixed interest rate of 5.65% and a maturity date of
July 1, 2028. The fixed interest rate bonds are subject to mandatory tender on
July 1, 2010, and DPL may choose to redeem and/or remarket all or a portion of
the tendered bonds. The $70.14 million of proceeds received by DPL on July 7,
2000 and additional cash will be used to redeem $70.17 million of bonds (7.48%
average interest rate) prior to maturity on September 1, 2000 ($61.17 million
principal amount of bonds) and October 1, 2000 ($9.0 million principal amount of
bonds). The bonds were called at 101.5% to 102% of their principal amount.
Ratio of Earnings to Fixed Charges
DPL's ratio of earnings to fixed charges and ratio of earnings to fixed charges
and preferred dividends under the SEC Methods are shown below. See Exhibit 12-A,
Ratio of Earnings to Fixed Charges, and Exhibit 12-B, Ratio of Earnings to Fixed
Charges and Preferred Dividends, for additional information.
<TABLE>
<CAPTION>
12 Months
Ended Year Ended December 31,
June 30, ------------------------------------
2000 1999 1998 1997 1996 1995
------------ ---- ---- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to
Fixed Charges (SEC Method) 3.88 3.65 2.92 2.83 3.33 3.54
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends (SEC Method) 3.56 3.37 2.72 2.63 2.83 2.92
</TABLE>
-15-
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
------- ----------------------------------------------------------
As previously disclosed under "Quantitative and Qualitative Disclosures About
Market Risk" on pages II-14 to II-15 of DPL's 1999 Annual Report on Form 10-K,
DPL is subject to market risks, including interest rate risk, equity price risk,
and commodity price risk. An update concerning DPL's commodity price risk is
below.
DPL is exposed to the impact of market fluctuations in the price and
transportation costs of natural gas, electricity, and petroleum products. DPL
engages in commodity hedging activities to minimize the risk of market
fluctuations associated with the purchase and sale of energy commodities
(natural gas, petroleum and electricity). Some hedging activities are conducted
using energy derivatives (futures, options, and swaps). The remainder of DPL's
hedging activity is conducted by backing physical transactions with offsetting
physical positions. The hedging objectives include the assurance of stable and
known minimum cash flows and the fixing of favorable prices and margins when
they become available. DPL also engages in energy commodity trading and
arbitrage activities, which expose DPL to commodity market risk when, at times,
DPL creates net open energy commodity positions or allows net open positions to
continue. To the extent that DPL has net open positions, controls are in place
that are intended to keep risk exposures within management-approved risk
tolerance levels.
DPL uses a value-at-risk model to assess the market risk of its electricity,
gas, and petroleum commodity activities. The model includes fixed price sales
commitments, physical forward contracts, and commodity derivative instruments.
Value-at-risk represents the potential gain or loss on instruments or portfolios
due to changes in market factors, for a specified time period and confidence
level. DPL estimates value-at-risk across its power, gas, and petroleum
commodity business using a delta-normal variance/covariance model with a 95
percent confidence level and assuming a five-day holding period. DPL's
calculated value-at-risk with respect to its commodity price exposure associated
with contractual arrangements was approximately $26.4 million as of June 30,
2000, in comparison to $5.3 million as of December 31, 1999. The increase in
value-at-risk was primarily due to increased hedging, with forward contracts, of
the deregulated portion of the electricity output of DPL's power plants.
-16-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
------- -----------------
Information concerning fines related to environmental matters reported in Note 5
to the Consolidated Financial Statements under Item 1 in Part I herein is
incorporated by reference.
ITEM 5. Other Information
------- -----------------
ELECTRIC SYSTEM OUTAGES
As previously disclosed, on October 13, 1999, the Delaware Public Service
Commission (DPSC) initiated a formal proceeding to investigate the adequacy of
DPL's facilities and services, including the remedies and incentives (if any) to
be imposed or offered, respectively, to ensure the continued adequacy of DPL's
facilities and services. That proceeding considered the effects (if any) of
electric utility industry restructuring in Delaware on the reliability of
electric service. On June 20, 2000, the DPSC issued an order in which the DPSC
concluded that, in general, DPL had acted properly with regard to electric
system outages in early-July 1999 during an extended period of hot and humid
weather and high demand for electricity. The DPSC found only that rolling
blackouts might have been avoided if concerns about reactive power needs on the
Delmarva Peninsula had prompted the acceleration of some transmission system
upgrades.
Item 6. Exhibits and Reports on Form 8-K
------- --------------------------------
Exhibits
--------
Exhibit 12-A, Ratio of Earnings to Fixed Charges
Exhibit 12-B, Ratio of Earnings to Fixed Charges and Preferred Dividends
Exhibit 27, Financial Data Schedule
Reports on Form 8-K
-------------------
On June 15, 2000, DPL filed a Current Report on Form 8-K dated June 15, 2000
reporting on Item 5, Other Events.
-17-
<PAGE>
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.
Delmarva Power & Light Company
------------------------------
(Registrant)
Date: August 11, 2000 /s/ John C. van Roden
--------------- ---------------------
John C. van Roden, Senior Vice President
and Chief Financial Officer
-18-
<PAGE>
Exhibit Index
-------------
Exhibit 12-A, Ratio of Earnings to Fixed Charges
Exhibit 12-B, Ratio of Earnings to Fixed Charges and Preferred Dividends
Exhibit 27, Financial Data Schedule
