<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------ ------------------
Commission file number (Under the Securities Act of 1933) 33-37977
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2726166
- ------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 PROGRESS PLACE, MIDLAND, MICHIGAN 48640
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (517) 839-6000
--------------
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> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS AS OF
(In Thousands)
<TABLE>
<CAPTION>
March 31,
2000 December 31,
ASSETS (Unaudited) 1999
------------ --------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 170,624 $ 236,205
Restricted cash and cash equivalents 5,680 5,680
Accounts and notes receivable 120,869 118,768
Gas inventory 5,195 13,478
Unamortized property taxes 36,500 16,809
Prepaid expenses and other 4,307 5,968
------------ --------------
Total current assets 343,175 396,908
------------ --------------
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment 2,422,786 2,421,677
Pipeline 21,222 21,222
------------ --------------
Total property, plant and equipment 2,444,008 2,442,899
Accumulated depreciation (729,269) (711,019)
------------ --------------
Net property, plant and equipment 1,714,739 1,731,880
------------ --------------
OTHER ASSETS:
Restricted investment securities held-to-maturity 139,200 139,803
Deferred financing costs, net of accumulated amortization of
$11,663 and $11,425, respectively 6,914 7,152
Prepaid gas costs, materials and supplies 23,927 23,469
------------ --------------
Total other assets 170,041 170,424
------------ --------------
TOTAL ASSETS $ 2,227,955 $ 2,299,212
============ ==============
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 76,458 $ 59,970
Interest payable 36,321 76,119
Current portion of long-term debt 145,237 139,095
------------ --------------
Total current liabilities 258,016 275,184
------------ --------------
NON-CURRENT LIABILITIES:
Long-term debt 1,517,937 1,584,865
Other 1,683 1,546
------------ --------------
Total non-current liabilities 1,519,620 1,586,411
------------ --------------
CONTINGENCIES (Note 6)
TOTAL LIABILITIES 1,777,636 1,861,595
------------ --------------
PARTNERS' EQUITY 450,319 437,617
------------ --------------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 2,227,955 $ 2,299,212
============ ==============
</TABLE>
The accompanying condensed notes are an integral part of these statements.
-1-
<PAGE> 3
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------------
2000 1999
--------------- --------------
<S> <C> <C>
OPERATING REVENUES:
Capacity $ 100,823 $ 98,493
Electric 50,928 55,394
Steam and other 4,323 4,236
--------------- --------------
Total operating revenues 156,074 158,123
--------------- --------------
OPERATING EXPENSES:
Fuel costs 70,688 59,795
Depreciation 24,505 23,607
Operations 4,062 3,712
Maintenance 3,399 3,280
Property and single business taxes 6,474 6,418
Administrative, selling and general 2,786 2,818
--------------- --------------
Total operating expenses 111,914 99,630
--------------- --------------
OPERATING INCOME 44,160 58,493
--------------- --------------
OTHER INCOME (EXPENSE):
Interest and other income 5,148 4,430
Interest expense (36,606) (39,100)
--------------- --------------
Total other income (expense), net (31,458) (34,670)
--------------- --------------
NET INCOME $ 12,702 $ 23,823
================ ==============
</TABLE>
The accompanying condensed notes are an integral part of these statements.
-2-
<PAGE> 4
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 2000
-------------------------------------------
General Limited
Partners Partners Total
----------- ----------- ------------
<S> <C> <C> <C>
BALANCE, BEGINNING OF PERIOD $ 369,638 $ 67,979 $ 437,617
Net income 11,058 1,644 12,702
---------- --------- ------------
BALANCE, END OF PERIOD $ 380,696 $ 69,623 $ 450,319
========== ========= ============
</TABLE>
The accompanying condensed notes are an integral part of this statement.
-3-
<PAGE> 5
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------------
2000 1999
--------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 12,702 $ 23,823
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization 24,743 23,860
(Increase) decrease in accounts receivable (2,101) 10,529
Decrease in gas inventory 8,283 6,906
Increase in unamortized property taxes (19,691) (20,050)
Decrease (increase) in prepaid expenses and other 1,661 (3,480)
(Increase) decrease in prepaid gas costs, materials and supplies (458) 1,035
Increase (decrease) in accounts payable and accrued liabilities 16,488 (1,010)
Decrease in interest payable (39,798) (40,197)
Increase in other non-current liabilities 137 91
--------------- -----------------
Net cash provided by operating activities 1,966 1,507
--------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Plant modifications and purchases of plant and equipment (7,364) (13,435)
--------------- -----------------
Net cash used in investing activities (7,364) (13,435)
--------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of financing obligation (60,786) (13,294)
Maturity of restricted investment securities held-to-maturity 125,985 162,644
Purchase of restricted investment securities held-to-maturity (125,382) (158,118)
--------------- -----------------
Net cash used in financing activities (60,183) (8,768)
--------------- -----------------
NET DECEASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH - CURRENT
(65,581) (20,696)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - CURRENT, AT BEGINNING
OF PERIOD 241,885 202,029
--------------- -----------------
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - CURRENT, AT END OF
PERIOD $ 176,304 $ 181,333
=============== =================
</TABLE>
The accompanying condensed notes are an integral part of these statements.
-4-
<PAGE> 6
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
These consolidated financial statements and condensed notes should be read along
with the audited financial statements and notes as contained in the Annual
Report on Form 10-K for the year ended December 31, 1999 of Midland Cogeneration
Venture Limited Partnership ("MCV") which includes the Report of Independent
Public Accountants. In the opinion of management, the unaudited information
herein reflects all adjustments (which include only normal recurring
adjustments) necessary to assure the fair presentation of financial position,
results of operations and cash flows for the periods presented. Prior period
amounts have been reclassified for comparative purposes. These reclassifications
had no effect on net income. The consolidated financial statements include the
accounts of MCV and its wholly-owned subsidiaries. All material transactions and
balances among entities which comprise MCV have been eliminated in the
consolidated financial statements.
(1) THE PARTNERSHIP AND ASSOCIATED RISKS
MCV was organized to construct, own and operate a combined-cycle, gas-fired
cogeneration facility (the "Facility") located in Midland, Michigan. MCV
was formed on January 27, 1987, and the Facility entered into commercial
operation in 1990.
In 1992, MCV acquired the outstanding common stock of PVCO Corp., a
previously inactive company. MCV and PVCO Corp. entered into a partnership
agreement to form MCV Gas Acquisition General Partnership ("MCV GAGP") for
the purpose of buying and selling natural gas on the spot market and other
transactions involving natural gas activities. Currently, MCV GAGP is not
actively engaged in any business activity.
The Facility was originally designed to provide approximately 1,370
megawatts ("MW") of electricity and approximately 1.5 million pounds of
process steam per hour. Subsequent improvements to the Facility have
increased net electrical generating capacity to approximately 1,500 MW MCV
has entered into three principal energy sales agreements. MCV has
contracted to supply up to 1,240 MW of electric capacity ("Contract
Capacity") to Consumers Energy Company ("Consumers") under the Power
Purchase Agreement ("PPA"), for resale to its customers, to supply
electricity and steam to The Dow Chemical Company ("Dow") under the Steam
and Electric Power Agreement ("SEPA") and to supply steam to Dow Corning
Corporation ("DCC") under the Steam Purchase Agreement ("SPA"). From time
to time, MCV enters into other short-term sales agreements for the sale of
excess capacity and/or energy available above MCV's internal use and
obligations under the PPA, SEPA and SPA. Results of operations are
primarily dependent on successfully operating the Facility at or near
contractual capacity levels and on Consumers' honoring its obligations
under the PPA with MCV. Sales pursuant to the PPA have historically
accounted for over 90% of MCV's revenues.
The PPA permits Consumers, under certain conditions, to reduce the capacity
and energy charges payable to MCV and/or to receive refunds of capacity and
energy charges paid to MCV if the Michigan Public Service Commission
("MPSC") does not permit Consumers to recover from its customers the
capacity and energy charges specified in the PPA (the "regulatory-out"
provision). Until September 15, 2007, however, the capacity charge may not
be reduced below an average capacity rate of 3.77 cents per kilowatt hour
for the available Contract Capacity notwithstanding the "regulatory-out"
provision. Consumers and MCV are required to support and defend the terms
of the PPA.
The Facility is a qualifying cogeneration facility ("QF") originally
certified by the Federal Energy Regulatory Commission ("FERC") under the
Public Utility Regulatory Policies Act of 1978, as amended ("PURPA"). In
order to maintain QF status, certain operating and efficiency standards
must be maintained on a calendar-year basis and certain ownership
limitations must be met. In the case of a topping-cycle generating plant
such as the Facility, the applicable operating standard requires that the
portion of total energy output that is put to some useful purpose other
than facilitating the production of power (the "Thermal Percentage") be at
least 5%. In addition, the Facility must achieve a PURPA efficiency
standard (the sum of the useful power output plus one-half of the useful
thermal energy output, divided by the energy input (the "Efficiency
Percentage")) of at least 45%. If the Facility maintains a Thermal
Percentage of 15% or higher, the required Efficiency Percentage is reduced
to 42.5%. Since 1990, the Facility has achieved the applicable Thermal and
Efficiency Percentages. For the three months ended March 31, 2000, the
Facility achieved a Thermal Percentage of 19.1% and a PURPA Efficiency
Percentage of 46.9%. The
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<PAGE> 7
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
loss of QF status could, among other things, cause the Facility to lose its
rights under PURPA to sell power to Consumers at Consumers' "avoided cost"
and subject the Facility to additional federal and state regulatory
requirements. MCV believes that the Facility will meet the required Thermal
and the corresponding Efficiency Percentages in 2000 and beyond.
The Facility is wholly dependent upon natural gas for its fuel supply and a
substantial portion of the Facility's operating expenses consist of the
costs of natural gas. MCV recognizes that its existing gas contracts are
not sufficient to satisfy the anticipated gas needs over the term of the
PPA and, as such, no assurance can be given as to the availability or price
of natural gas after the expiration of the existing gas contracts. In
addition, to the extent that the costs associated with production of
electricity rise faster than the energy charge payments, MCV's financial
performance will be negatively affected. The amount of such impact will
depend upon the amount of the average energy charge payable under the PPA,
which is based upon costs incurred at Consumers' coal-fired plants and upon
the amount of energy scheduled by Consumers for delivery under the PPA.
However, given the unpredictability of these factors, the overall economic
impact upon MCV of changes in energy charges payable under the PPA and in
future fuel costs under new or existing contracts cannot accurately be
predicted.
At both the state and federal level, efforts continue to restructure the
electric industry. One significant issue to MCV is the issue of stranded
assets or transition cost recovery by utilities for PPA charges. At the
state level, the MPSC entered a series of orders from June 5, 1997 through
February 11, 1998 (collectively the "Restructuring Orders"), now final at
the MPSC level, mandating that utilities "wheel" third-party power to the
utilities' customers, thus permitting customers to choose their power
provider. MCV, as well as others, filed an appeal in the Michigan Court of
Appeals. In June 1999, the Michigan Supreme Court issued an opinion in the
appeal of an order in an MPSC "retail wheeling" experiment case holding,
among other things, that the MPSC lacks the statutory authority to mandate
that utilities transmit power of third parties to the utilities' customers
("Michigan Supreme Court Order"). While the Michigan Supreme Court Order
was not directed at the Restructuring Orders, the MPSC has effectively
applied it to them by entering an order on August 17, 1999, making retail
wheeling under the Restructuring Orders voluntary on the part of the
utilities. On September 1, 1999, Consumers filed a statement with the MPSC
stating that it intends to voluntarily implement the Restructuring Orders.
At the federal level, MCV filed a complaint in the U.S. District Court for
the Western District of Michigan challenging the Restructuring Orders. On
July 7, 1999, the U.S. District Court granted summary judgment to MCV
declaring that the Restructuring Orders are preempted by federal law to the
extent they prohibit Consumers from recovering from its customers any
charge for avoided costs (or "stranded costs") to be paid to MCV under
PURPA pursuant to the PPA. The order further provides that the MPSC's prior
orders approving the avoided cost rates for MCV take precedence over the
Restructuring Orders. The Defendants in the lawsuit (the Commissioners of
the MPSC) were permanently enjoined from enforcing the Restructuring Orders
in any manner which denies or precludes Consumers' recovery of the avoided
costs set for MCV, including but not limited to interpreting or enforcing
the Restructuring Orders to preclude them from recovering all or any
portion of the avoided costs previously approved by the MPSC from its
customers, whether before, during, or after the year 2007. This order and
the Commission's August 17, 1999 order are being appealed.
To date, these restructuring efforts have not negatively impacted MCV's
cash flow, but if the MPSC's Restructuring Orders are construed so as to
deny cost recovery of above-market PPA costs, and if such order is not
reversed on appeal, MCV's cash flows may be negatively impacted in the
period after 2007. MCV continues to monitor and participate in these
matters as appropriate, and to evaluate potential impacts on both cash
flows and recoverability of the carrying value of property, plant and
equipment. MCV Management cannot, at this time, predict the impact or
outcome of these matters.
-6-
<PAGE> 8
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(2) SIGNIFICANT ACCOUNTING POLICIES
Fair Value of Financial Instruments
The carrying amounts of cash, cash equivalents and short-term investments
approximate fair value because of the short maturity of these instruments.
MCV's short-term investments, which are made up of investment securities
held-to-maturity, as of March 31, 2000 and December 31, 1999, have original
maturity dates of less than one year. The unique nature of the negotiated
financing obligation discussed in Note 5 makes it impractical to estimate
the fair value of the lessor group ("Owner Participants") underlying debt
and equity instruments supporting such financing obligation.
Forward Foreign Exchange Contracts
An amended service agreement was entered into between MCV and ABB Alstom
Power ("ABB Power") (the "amended Service Agreement"), under which ABB
Power provides hot gas path parts for MCV's twelve gas turbines through the
sixth series of major gas turbine generator ("GTG") inspections, which are
expected to be completed by year-end 2008. The payments due to ABB Power
under this amended Service Agreement are adjusted annually based on the
ratio of the U.S. dollar to Swiss franc currency exchange rate. MCV
maintains a foreign currency hedging program to be used only with respect
to MCV payments subject to foreign currency exposure under the amended
Service Agreement.
To manage this currency exchange rate risk and hedge against adverse
currency fluctuations impacting the payments under this amended Service
Agreement, MCV periodically enters into forward purchase contracts for
Swiss francs. The forward foreign currency exchange contracts qualify as
hedges under Statement of Financial Accounting Standards ("SFAS") 52,
"Foreign Currency Translation," since they hedge the identifiable foreign
currency commitment of the amended Service Agreement. The gains and losses
on these transactions, accounted for as hedges, are deferred on the balance
sheet and included in the measurement of the underlying capitalized major
renewal costs when incurred. As of March 31, 2000, MCV had forward purchase
contracts involving Swiss Francs in the notional amount of $5.0 million,
with a deferred $50,000 gain recorded in current liabilities. As of
December 31, 1999, MCV had forward purchase contracts involving Swiss
Francs in the notional amount of $11.0 million, with a deferred $.6 million
loss, recorded in prepaid expenses and other.
Natural Gas Options and Futures
To manage market risks associated with the volatility of natural gas
prices, MCV maintains a gas hedging program. MCV enters into natural gas
options and futures contracts in order to hedge against unfavorable changes
in the market price of natural gas in future months when gas is expected to
be needed. These financial instruments are being utilized only to secure
anticipated natural gas requirements necessary for projected electric sales
at a cost of gas less than that available under MCV's long-term natural gas
contracts and to hedge sales of natural gas previously obtained in order to
optimize MCV's existing gas supply, storage and transportation
arrangements. The natural gas futures contracts qualify as hedges under
SFAS 80, "Accounting for Futures Contracts," since the contracts cover
probable future transactions.
Cash is deposited with the broker in a margin account, at the time futures
or options contracts are initiated. The change in market value of these
contracts requires adjustment of the margin account balances. The margin
balance, recorded in prepaid expenses and other, was $.8 million and $1.6
million as of March 31, 2000 and December 31, 1999, respectively. MCV's
deferred gains and losses on futures and options contracts, recorded in
current liabilities, will be offset by the corresponding underlying
physical transaction and then included in operating expenses as part of
fuel cost in the same period the natural gas is burned to operate the
Facility. As of March 31, 2000, MCV had net open futures and options
contracts of 6.1 Bcf with a deferred gain of $2.1 million. As of December
31, 1999, MCV had net open futures and options contracts of 1.9 Bcf with a
deferred loss of $.2 million. In addition, MCV recorded approximately $2.5
million in net deferred gains on contracts closed prior to March 31, 2000,
related to 2000 purchase and sales commitments, and had approximately $.6
million in net deferred gains on contracts closed prior to December 31,
1999, related to 2000 purchase and sales commitments.
-7-
<PAGE> 9
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Interest Rate Swap Hedges
To manage the effects of interest rate volatility on interest income while
maximizing return on permitted investments, MCV established an interest
rate hedging program. The notional amounts of the hedges are tied directly
to MCV's anticipated cash investments, without physically exchanging the
underlying notional amounts.
Cash may be deposited with the broker at the time the interest rate swap
transactions are initiated. The change in market value of these contracts
may require further adjustment of the margin account balance. The margin
balance recorded in prepaid expenses and other, was approximately $.5
million and $.3 million, as of March 31, 2000 and December 31, 1999,
respectively. As of March 31, 2000, MCV had two separate interest rate swap
hedges with a notional amount totaling of $45 million, with various periods
of performance ranging between April 1, 1998 through December 1, 2002. The
difference between the amounts received and paid under interest rate swap
transactions is accrued and recorded as an adjustment to the interest
income over the life of the hedged agreement. As of March 31, 2000, MCV
recorded an immaterial net gain under the interest rate swap hedges, while
for the year ended December 31, 1999, MCV recorded an immaterial net loss
under the interest rate swap hedges.
New Accounting Standard
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities"
which is currently being amended to address a limited number of issues. In
June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133." This statement defers the effective date of SFAS No.
133 to fiscal years beginning after June 15, 2000. MCV expects to adopt the
new statement effective January 1, 2001. MCV is continuing to study the
impact of SFAS No. 133 and has not yet quantified the effects of adoption
on MCV's financial statements.
(3) RESTRICTED CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES
HELD-TO-MATURITY
Current and non-current restricted cash and cash equivalents and investment
securities held-to-maturity consist of the following as of (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------------- ----------------
<S> <C> <C>
Current:
Funds restricted for plant modifications $ 5,680 $ 5,680
============== ================
Non-current:
Funds restricted for rental payments pursuant to the Overall
Lease Transaction $ 137,511 $ 138,258
Funds restricted for management non-qualified plans 1,689 1,545
-------------- ----------------
Total $ 139,200 $ 139,803
============== ================
</TABLE>
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<PAGE> 10
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(4) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following as of (in
thousands):
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------------- --------------
<S> <C> <C>
Accounts payable
Related parties $ 9,528 $ 13,016
Trade creditors 34,074 30,394
Property and single business taxes 26,696 12,973
Other 6,160 3,587
-------------- --------------
Total $ 76,458 $ 59,970
============== ==============
</TABLE>
(5) LONG-TERM DEBT
<TABLE>
<CAPTION>
Long-term debt consists of the following as of (in thousands): March 31, December 31,
2000 1999
--------------- ---------------
<S> <C> <C>
Financing obligation, maturing through 2015, effective interest rate of
approximately 8.7%, payable in semi-annual installments of principal
and interest, secured by property, plant and equipment $ 1,663,174 $ 1,723,960
Less current portion (145,237) (139,095)
-------------- --------------
Total long-term debt $ 1,517,937 $ 1,584,865
============== ==============
</TABLE>
Financing Obligation
In 1990, MCV obtained permanent financing for the Facility by entering into
sale and leaseback agreements ("Overall Lease Transaction") with the Owner
Participants, related to substantially all of MCV's fixed assets. Proceeds
of the financing were used to retire borrowings outstanding under existing
loan commitments, make a capital distribution to the Partners and retire a
portion of the notes issued by MCV to MEC Development Corporation ("MDC")
in connection with the transfer of certain assets by MDC to MCV. In
accordance with SFAS No. 98, "Accounting For Leases," the sale and
leaseback transaction has been accounted for as a financing arrangement.
Interest and fees incurred related to long-term debt arrangements during
the three months ended March 31, 2000 and March 31, 1999 were $36.4 million
and $38.8 million, respectively. Interest and fees paid for the three
months ended March 31, 2000 and March 31, 1999 were $76.1 million and $79.0
million, respectively.
(6) CONTINGENCIES
PPA - Sale and Assignment
On March 10, 1999, Consumers announced that it signed a contract with PECO
Energy Company ("PECO") whereby Consumers will sell 1240 MW of capacity and
associated energy to PECO from the MCV PPA beginning January 1, 2002 and
ending in September 2007. The agreement calls for Consumers to sell PECO
between 100 MW to 150 MW through 2001. The announcement also states the
contract with PECO is subject to satisfactory regulatory approvals. On
April 30, 1999, the MPSC entered an order, which was subsequently amended
and clarified, which conditionally permitted the transaction to go forward.
Consumers has asked the MPSC for further clarification, but the MPSC has
not yet ruled on Consumers' latest request. At this time, MCV Management
cannot predict whether Consumers will accept the MPSC's orders. MCV does
not expect the sale of Consumers' rights to capacity and associated energy
under the PPA to materially affect its financial position or results of
operations.
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<PAGE> 11
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(7) PARTNERS' EQUITY AND RELATED PARTY TRANSACTIONS
The following table summarizes the nature and amount of each of MCV's
Partner's equity interest, interest in profits and losses of MCV at March
31, 2000, and the nature and amount of related party transactions or
agreements that existed with the Partners or affiliates as of March 31,
2000 and March 31, 1999, and for each of the three month periods ended
March 31 (in thousands).
<TABLE>
<CAPTION>
Equity Partner, Type of Partner Equity
and Nature of Related Party Interest Interest Party Transactions and Agreements 2000 1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CMS Midland, Inc. $220,656 49.0% Power purchase agreements $147,164 $149,112
General Partner; wholly-owned Purchases under gas transportation agreements 5,721 2,394
subsidiary of Consumers Energy Purchases under spot gas agreements 34 207
Company (formerly Consumers Purchases under gas supply agreements 3,504 1,073
Power Company) Gas storage agreement 641 641
Land lease/easement agreements 150 150
Accounts receivable 51,938 46,192
Accounts payable 5,242 3,109
Sales under spot gas agreements 1,443 297
The Dow Chemical Company 46,761 7.5 Steam and electric power agreement 7,607 8,290
Limited Partner Steam purchase agreement - Dow Corning Corp
(affiliate) 1,135 1,099
Purchases under demineralized water supply
agreement 1,903 1,710
Accounts receivable 2,726 2,341
Accounts payable 662 609
Standby and backup fees 167 164
Source Midland Limited Partnership 76,209 18.1 SMLP - Under Ownership of MCN Energy Group Inc.
("SMLP") General Partner; owned by Purchases under gas supply agreements -- 2,528
subsidiaries of The Coastal Accounts payable -- 951
Corporation (2) Partner cash withdrawal (including accrued
interest) (1) -- 18,583
SMLP - UnderOwnership of Coastal
See related party activity listed under Coastal
Midland, Inc.
Coastal Midland, Inc. ("Coastal") 45,725 10.9 Purchase under gas transportation agreements 3,320 3,403
General Partner; wholly-owned Purchases under spot gas agreement 3,287 574
subsidiary of The Coastal Corporation Purchases under gas supply agreement 1,566 513
Gas agency agreement 536 338
Deferred reservation charges under gas
purchase agreement 6,895 5,910
Accounts receivable 856 --
Accounts payable 3,624 2,491
Sales under spot gas agreements 2,401 9
Partner cash withdrawal (including accrued
interest) (1) 45,436 16,371
MEI Limited Partnership ("MEI") (2) MEI - Under Ownership of Coastal and SMLP
A General and Limited Partner; owned by See related party activity listed under Coastal
subsidiaries of The Coastal Corporation Midland, Inc. and Source Midland Limited
Partnership
General Partnership Interest 38,106 9.1
Limited Partnership Interest 3,810 .9
Micogen Limited Partnership 19,051 4.5 See related party activity listed under
("MLP") Limited Partner, owned Coastal Midland, Inc.
by subsidiaries of The Coastal
Corporation
Alanna Corporation 1 (3) .00001 Note receivable 1 1
Limited Partner; wholly-owned
Subsidiary of Alanna Holdings
Corporation
</TABLE>
-10-
<PAGE> 12
MIDLAND COGENERATIOIN VENTURE LIMITED PARTNERSHIP
CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Footnotes to Partners' Equity and Related Party Transactions
(1) Letters of credit have been issued and recorded as notes receivables
from various equity partners, pursuant to the Participation Agreement.
In the case of SMLP, the amount includes their share of the cash
available to MEI Limited Partnership ("MEI"). In the case of Coastal
Midland, Inc. ("Coastal"), the amount includes their share of cash
available to both MEI and Micogen Limited Partnership ("MLP").
(2) On January 5, 2000, wholly-owned subsidiaries of The Coastal
Corporation acquired all of the partnership interests in SMLP and the
remaining 50% interest in MEI from MCN Energy Group Inc. ("MCN"). All
SMLP related party activity under the ownership of MCN is for the
period ended March 31, 1999 and as of March 31, 1999.
(3) Alanna's capital stock is pledged to secure MCV's obligation under the
lease and other overall lease transaction documents.
-11-
<PAGE> 13
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (MD&A)
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
This MD&A should be read along with the MD&A in the Annual Report on Form 10-K
for the year ended December 31, 1999 of the Midland Cogeneration Venture Limited
Partnership ("MCV").
Results of Operations:
Operating Revenues Statistics
The following represents significant operating revenue statistics for the
following periods (dollars in thousands except average rates):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------------------
2000 1999
----------------- ---------------
<S> <C> <C>
Operating Revenues $ 156,074 $ 158,123
Capacity Revenue $ 100,823 $ 98,493
PPA Contract Capacity (MW) 1,240 1,240
Billed PPA Availability (1) 98.5% 98.5%
Electric Revenue 50,928 $ 55,394
PPA Delivery as a Percentage of Contract Capacity 88.2% 79.3%
PPA, SEPA and Other Electric Deliveries (MWh) 2,450,850 2,289,402
Average PPA Variable Energy Rate ($/MWh) $ 15.70 $ 16.37
Average PPA Fixed Energy Rate ($/MWh) $ 3.50 $ 3.60
Steam Revenue $ 4,323 $ 4,236
Steam Deliveries (Mlbs) 1,723,100 1,757,860
</TABLE>
(1) As part of the settlement agreement which became effective January 1, 1999
between MCV and Consumers, among other things, MCV agreed not to bill
Consumers for PPA availability greater than 98.5% in each calendar year.
Comparison of the Three Months ended March 31, 2000 and 1999
Overview
For the first quarter of 2000, MCV recorded net income of $12.7 million as
compared to net income of $23.8 million for the first quarter of 1999. The
earnings decrease for the first quarter of 2000 compared to 1999 is primarily
due to the first quarter 1999 recognition of a one-time net $6.4 million
increase in operating revenues due to a settlement agreement between MCV and
Consumers, effective January 1, 1999 ("Settlement Agreement"). Also contributing
to this earnings decrease was increased fuel costs, lower energy rates under the
PPA and higher depreciation. This earnings decrease was partially offset by
lower interest expense on MCV's financing obligation and increased capacity
revenue.
-12-
<PAGE> 14
Operating Revenues
For the first quarter of 2000, MCV's operating revenues decreased $2.0 million
from the first quarter of 1999. This decrease is due primarily to the first
quarter 1999 recognition of a one-time net $6.4 million increase in operating
revenues due to the Settlement Agreement between MCV and Consumers, which
resolves (for the various time periods specified in the Settlement Agreement,
but in no event sooner than 2002) all of the previously disputed issues under
the PPA and includes definitive obligations for Consumers to make energy
payments calculated in accordance with the PPA. Also contributing to the
earnings decrease was lower energy rates under the PPA with Consumers. This
decrease was partially offset by an increase in the electric dispatch and higher
capacity revenue under the PPA with Consumers.
Operating Expenses
For the first quarter of 2000, MCV's operating expenses were $111.9 million,
which includes $70.7 million of fuel costs. During this period, MCV purchased
approximately 20.2 billion cubic feet ("bcf") of natural gas, and a net 2.6 bcf
was drawn from gas in storage and used for transportation fuel. During this same
period, MCV consumed 23.2 bcf, of which .4 bcf of this total was gas provided by
Dow. The average commodity cost of fuel for the first quarter of 2000 was $2.64
per million British thermal units ("MMBtu"). For the first quarter of 1999,
MCV's operating expenses were $99.6 million, which includes $59.8 million of
fuel costs. During this period, MCV purchased approximately 18.8 bcf of natural
gas, and a net 1.6 bcf was drawn from gas in storage and used for transportation
fuel. During this same period, MCV consumed 20.9 bcf, of which .5 bcf of this
total was gas provided by Dow. The average commodity cost of fuel for the first
quarter of 1999 was $2.40 per MMBtu. Fuel costs for the first quarter of 2000
compared to 1999 increased by $10.9 million. This fuel cost increase was due to
higher natural gas prices in the short-term market and an increase in the
electric dispatch by Consumers under the PPA.
For the first quarter of 2000, operating expenses other than fuel costs
increased $1.4 million from the first quarter of 1999, primarily resulting from
higher depreciation expense associated with equipment upgrades installed over
the past two years. All other expenses incurred in these periods were considered
normal expenditures to achieve the recorded operating revenues.
Other Income (Expense)
The increase in interest and other income in the first quarter of 2000 compared
to 1999 reflects higher interest rates on MCV's investments. The decrease in
interest expense in the first quarter of 2000 from the first quarter of 1999 is
due to a lower principal balance on MCV's financing obligation.
Market Risk Sensitivity
Market risks relating to MCV's operations result primarily from changes in
commodity prices, interest rates and foreign exchange rates. To address these
risks, MCV enters into various hedging transactions as described below. MCV does
not use financial instruments for trading purposes and does not use leveraged
instruments. Fair values included herein have been determined based upon quoted
market prices. The information presented below should be read in conjunction
with Note 2, " Significant Accounting Policies" and Note 5, "Long-Term Debt" to
the Condensed Notes to Unaudited Consolidated Financial Statements of MCV.
Interest Rate Risks. In 1990, MCV obtained permanent financing for the Facility
by entering into sale and leaseback agreements ("Overall Lease Transaction")
with a lessor group, related to substantially all of MCV's fixed assets. In
accordance with SFAS No. 98, "Accounting For Leases," the sale and leaseback
transaction has been accounted for as a financing arrangement. Under the terms
of the Overall Lease Transaction, MCV sold undivided interests in all of the
fixed assets of the Facility for approximately $2.3 billion, to the Owner Trusts
established for the benefit of the Owner Participants. The financing
arrangement, entered into for a term of 25 years, maturing in 2015, has an
effective interest rate of approximately 8.7%, payable in semi-annual
installments of principal and interest. Due to the unique nature of the
negotiated financing obligation it is impractical to estimate the fair value of
the Owner Participants' underlying debt and equity instruments supporting this
financing obligation.
-13-
<PAGE> 15
In addition, to manage the effects of interest rate volatility on interest
income while maximizing return on permitted investments, MCV has established an
interest rate hedging program. The carrying amounts of MCV's short-term
investments approximate fair value because of the short term maturity of these
instruments. MCV's short-term investments are made up of investment securities
held to maturity and as of March 31, 2000 have original maturity dates of less
than one year.
For MCV's debt obligations, the table below presents principal cash flows and
the related interest rate by expected maturity dates. The interest rate reflects
the fixed effective rate of interest of the financing arrangement. For the
interest rate swap transactions, the table presents the notional amounts and
related interest rates by fiscal year of maturity. The variable rates presented
are the average of the forward rates for the term of each contract, as valued at
March 31, 2000:
<TABLE>
<CAPTION>
Expected Maturity Date
--------------------------------------------------------------------------------------------------
2000 2001 2002 2003 2004 Thereafter Total Fair Value
---- ---- ---- ---- ---- ---------- ----- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Debt:
Long-Term Debt Fixed
Rate $288.6 $292.2 $309.2 $214.0 $247.9 $1,542.6 $2,894.5 N/A
(in millions)
Avg. Interest Rate 8.7% 8.7% 8.7% 8.7% 8.7% 8.7% 8.7%
Interest Rate Swaps:
Variable to Fixed $ 25.0 $ .1
(in millions)
Avg. Pay Rate 6.82%
Avg. Receive Rate 6.32%
Floating to Floating $ 20.0 $ .5
(in millions)
Avg. Pay Rate 7.00%
Avg. Receive Rate 8.34%
</TABLE>
Commodity Risk. MCV is a purchaser of natural gas. MCV enters into natural gas
futures and option contracts in order to hedge against unfavorable changes in
the market price of natural gas in future months when gas is expected to be
needed. These financial instruments are being utilized only to secure
anticipated natural gas requirements necessary for projected electric sales at a
cost of gas less than that available under MCV's long term natural gas contracts
and to hedge sales of natural gas previously obtained in order to optimize MCV's
existing gas supply, storage and transportation arrangements. The natural gas
futures and option contracts qualify as hedges under SFAS No. 80, "Accounting
for Futures Contracts," since the contracts cover probable future transactions.
MCV's futures and forward contracts generally have maturities not exceeding
twelve months.
-14-
<PAGE> 16
The following table provides information about MCV's futures and option
contracts that are sensitive to changes in natural gas prices; these futures and
option contracts have maturity dates ranging from two to seven months. The table
presents the carrying amounts and fair values at March 31, 2000:
<TABLE>
<CAPTION>
Expected Maturity in 2000 Fair Value
<S> <C> <C>
Futures Contracts:
Contract Volumes (10,000 MMBtu) Long/Buy 489 --
Contract Volumes (10,000 MMBtu) Short/Sold (15) --
Weighted Average Price Long (per 10,000 MMBtu) $2.526 $2.953
Weighted Average Price Short (per 10,000 MMBtu) $2.908 $2.945
Contract Amount ($US in Millions) $ 11.9 $ 14.0
Option Contracts:
Contract Volumes (10,000 MMBtu) Short/Sold 131 --
Weighted Average Price Short (per 10,000 MMBtu) $0.167 $0.134
Contract Amount ($US in Millions) $ .2 $ .2
</TABLE>
Foreign Currency Risks. MCV periodically enters into foreign exchange forward
purchase contracts for Swiss Francs to hedge its foreign currency exposure
against adverse currency fluctuations impacting the payments under the amended
Service Agreement with ABB Power. The gains and losses on these transactions,
accounted for as hedges, are deferred on the balance sheet and included in the
measurement of the underlying capitalized major renewal costs when incurred.
Forward contracts which are entered into have maturity dates of less than one
year. As of March 31, 2000, MCV had forward purchase contracts involving Swiss
Francs in the notional amount of $5.0 million, with a deferred $50,000 gain.
Liquidity and Financial Resources
During the three months ended March 31, 2000 and 1999, net cash generated by
MCV's operations was $2.0 million and $1.5 million, respectively. The primary
use of net cash was for the payment of principal on the financing obligation and
capital expenditures. MCV's cash and cash equivalents have a normal cycle of
collecting six months of revenues less operating expenses prior to making the
semiannual interest and principal payments of the financing obligation due in
January and July for the next fifteen years. In January 2000 and 1999, MCV paid
the basic rent requirements of $136.9 million and $92.3 million, respectively,
as required under the Overall Lease Transaction.
MCV also has arranged for a $50 million working capital line ("Working Capital
Facility") from the Bank of Montreal to provide temporary financing, as
necessary, for operations. The Working Capital Facility has been secured by
MCV's natural gas inventory and earned receivables. At any given time,
borrowings and letters of credit are limited by the amount of the borrowing
base, defined as 90% of earned receivables. The borrowing base varies over the
month as receivables are earned, billed and collected. At March 31, 2000, the
borrowing base was $47.3 million. The Working Capital Facility term currently
extends to August 31, 2001. MCV did not utilize the Working Capital Facility
during the first three months of 2000, except for letters of credit associated
with normal business practices. MCV believes that amounts available to it under
the Working Capital Facility will be sufficient to meet any working capital
shortfalls which might occur.
For the foreseeable future, MCV expects to fund current operating expenses,
payments under the amended Service Agreement and rental payments primarily
through cash flow from operations. If necessary, MCV could fund any operating
cash flow shortfalls from cash reserves to the extent available for such
purposes. As of March 31, 2000, there was $315.5 million (which includes $63.9
million reserved for capital improvements and spare parts purchases), including
accrued interest, in available reserves for such purposes.
Outlook
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995. The following discussion of the outlook for MCV contains certain
"forward-looking statements" as defined by the Private Securities Litigation
Reform Act of 1995 (the "Act"), including, without limitation, discussion as to
expectations, beliefs, plans, objectives and future financial performance, or
assumptions underlying or concerning matters discussed reflecting
-15-
<PAGE> 17
MCV's current expectations of the manner in which the various factors discussed
therein may affect its business in the future. Any matters that are not
historical facts are forward-looking and, accordingly, involve estimates,
assumptions, and uncertainties which could cause actual results or outcomes to
differ materially from those expressed in the forward-looking statements.
Accordingly, this "Safe Harbor" Statement contains additional information about
such factors relating to the forward-looking statements. There is no assurance
that MCV's expectations will be realized or that unexpected events will not have
an adverse impact on MCV's business.
Some important factors that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements include the
final outcome of the MPSC Restructuring Orders and challenges thereto,
governmental policies, legislation and other regulatory actions (including those
of the Michigan Legislature, Congress, Federal Energy Regulatory Commission and
the Michigan Public Service Commission) with respect to cost recovery under the
PPA, industry restructuring or deregulation, operation and construction of plant
facilities including natural gas pipeline and storage facilities, and present or
prospective wholesale and retail competition, among others. The business and
profitability of MCV is also influenced by other factors such as pricing and
transportation of commodities and environmental legislation/regulation, among
other important factors. All such factors are difficult to predict, contain
uncertainties which may materially affect actual results, and are beyond the
control of MCV.
Results of operations are largely dependent on successfully operating the
Facility at or near contractual capacity levels, the availability of natural
gas, the level of energy rates paid to MCV relative to the cost of fuel used for
generation, Consumers' performance of its obligations under the PPA and
maintenance of the Facility's QF status.
Operating Outlook. During the first quarter of 2000, approximately 70% of PPA
revenues were capacity payments which are billed on availability, subject to an
annual availability cap of 98.5% pursuant to a Settlement Agreement between MCV
and Consumers, which was effective January 1, 1999. Actual PPA availability was
99.1% for the first quarter of 2000, 99.7% in 1999 and 99.4% in 1998.
Availability will depend on the level of scheduled and unscheduled maintenance
outages, and on the sustained level of output from each of the GTGs and the
steam turbines. MCV expects long-term PPA availability to meet or exceed the
capped level of 98.5%, though prolonged equipment outages could materially
reduce the level of availability.
Natural Gas. The Facility is wholly dependent upon natural gas for its fuel
supply and a substantial portion of the Facility's operating expenses consist of
the costs of natural gas. While MCV continues to pursue the acquisition of a
portion of its fuel supply beyond the year 2005, MCV recognizes that its
existing long term gas contracts are not sufficient to satisfy the anticipated
gas needs over the term of the PPA and, as such, no assurance can be given as to
the availability or price of natural gas after the expiration of its existing
fixed price gas contracts or for gas that may be required by the Facility in
excess of the gas that MCV has under contract.
Energy Rates and Cost of Production. Under the PPA, energy charges are based on
the costs associated with fuel inventory, operations and maintenance, and
administrative and general expenses associated with certain of Consumers' coal
plants. However, MCV's costs of producing electricity are tied, in large part,
to the cost of natural gas. To the extent that the costs associated with
production of electricity with natural gas rise faster than the energy charge
payments, which are based largely on Consumers' coal plant operation and
maintenance costs, MCV's financial performance would be negatively affected. For
the period April 1990 through March 2000, the unit energy charge (fixed and
variable) paid to MCV has declined by 16.5%, while the average unit variable
cost of delivered fuel for the period 1990 - 1999, has risen by 13.8%. The
divergence between variable revenues and costs will become greater if the energy
charge (based largely on the cost of coal) declines or escalates more slowly
than the spot market or contract prices under which MCV purchases fuel (contract
prices generally escalate at a fixed price, a fixed price with an escalator, an
index based on Consumers' energy charges under the PPA, or a combination
thereof).
Capacity and Energy Payments Under the PPA. The PPA permits Consumers, under
certain conditions, to reduce the capacity and energy charges payable to MCV
and/or to receive refunds of capacity and energy charges paid to MCV if the MPSC
does not permit Consumers to recover from its customers the capacity and energy
charges specified in the PPA (the "regulatory-out" provision). Until September
15, 2007, the capacity charge may not be
-16-
<PAGE> 18
reduced below an average capacity rate of 3.77 cents per kWh for the available
Contract Capacity notwithstanding the "regulatory-out" provision. Consumers and
MCV are required to support and defend the terms of the PPA.
PPA - Sale and Assignment. On March 10, 1999, Consumers announced that it signed
a contract with PECO Energy Company ("PECO") whereby Consumers will sell 1240 MW
of capacity and associated energy to PECO from the MCV PPA beginning January 1,
2002 and ending in September 2007. The agreement calls for Consumers to sell
PECO between 100 MW to 150 MW through 2001. The announcement also states the
contract with PECO is subject to satisfactory regulatory approvals. On April 30,
1999, the MPSC entered an order, which was subsequently amended and clarified,
which conditionally permitted the transaction to go forward. Consumers has asked
the MPSC for further clarification, but the MPSC has not yet ruled on Consumers'
latest request. At this time, MCV Management cannot predict whether Consumers
will accept the MPSC's orders. MCV does not expect the sale of Consumers' rights
to capacity and associated energy under the PPA to materially affect its
financial position or results of operations.
Michigan Electric Industry Restructuring Proceedings. The MPSC issued orders on
June 5, 1997, October 29, 1997, January 14, 1998 and February 11, 1998
(collectively the "Restructuring Orders"). While the Restructuring Orders are
not entirely clear, they provide for a transition to a competitive regime
whereby electric retail customers will be able to chose their power supplier and
pay negotiated or market-based rates for such power supply. The Restructuring
Orders also mandate that utilities "wheel" third-party power to the utilities'
customers. An issue involved in this restructuring which could significantly
impact MCV is stranded cost recovery. The Restructuring Orders allow recovery by
utilities (including Consumers) of stranded costs, which include capacity
charges from QFs, including MCV, previously approved by the MPSC, incurred
during the regulated era that will be above market prices during the new
competitive regime. However, it appears that stranded cost recovery of
above-market capacity charges in power purchase contracts (i.e., MCV's PPA) is
limited to customers who chose an alternative power supplier and are only paid
for the period 1998 through 2007 (MCV's PPA expires in 2025). Customers who
chose to remain power supply customers of Consumers will continue to pay
capacity charges as part of rates charged by Consumers, subject to MPSC rate
regulation. The Restructuring Orders do not otherwise specifically address the
recovery of PPA capacity charges after 2007.
In the restructuring cases before the MPSC, MCV has advocated, among other
things, full recovery of PPA charges (capacity and energy) for the life of the
PPA from all customers. MCV, as well as others, filed appeals in state and
federal courts challenging the Restructuring Orders. In June 1999, the Michigan
Supreme Court issued an opinion in an MPSC "retail wheeling" experiment case
holding, among other things, that the MPSC lacks the statutory authority to
mandate that utilities transmit power of third parties to the utilities'
customers ("Michigan Supreme Court Order"). While the Michigan Supreme Court
Order was not directed at the Restructuring Orders, the MPSC has effectively
applied it to them by entering an order on August 17, 1999, making retail
wheeling under the Restructuring Orders voluntary on the part of the utilities.
On September 1, 1999, Consumers filed a statement with the MPSC stating that it
intends to voluntarily implement the Restructuring Orders.
On July 7, 1999, the U.S. District Court granted summary judgment to MCV
declaring that the Restructuring Orders are preempted by federal law to the
extent they prohibit Consumers from recovering from its customers any charge for
avoided costs (or "stranded costs") to be paid to MCV under PURPA pursuant to
the PPA. The order further provides that the MPSC's prior orders approving the
avoided cost rates for MCV take precedence over the Restructuring Orders. The
Defendants in the lawsuit (the Commissioners of the MPSC) were permanently
enjoined from enforcing the Restructuring Orders in any manner which denies or
precludes Consumers' recovery of the avoided costs set for MCV, including but
not limited to interpreting or enforcing the Restructuring Orders to preclude
them from recovering all or any portion of the avoided costs previously approved
by the MPSC from its customers, whether before, during, or after the year 2007.
This order and the Commission's August 17, 1999 order are being appealed. The
Michigan legislature has also begun the process to consider electric industry
restructuring and deregulation. While restructuring could have a material impact
on MCV, MCV Management cannot, at this time, predict the impact or the outcome
of these administrative, judicial and legislative proceedings.
Federal Electric Industry Restructuring. FERC has jurisdiction over wholesale
energy sales and is moving towards "market" based pricing of electricity in some
circumstances as opposed to traditional cost-based pricing. In April 1996, FERC
issued Order No. 888 requiring all utilities FERC regulates to file uniform
transmission tariffs
-17-
<PAGE> 19
providing for, among other things, non-discriminatory "open access" to all
wholesale buyers and sellers, including the transmission owner, on terms and
conditions established by FERC. Order No. 888 also requires utilities to
"functionally unbundle" transmission and separate transmission personnel from
those responsible for marketing generation. Appeals of Order No. 888 and
subsequent related orders are pending before the United States Court of Appeals
for the D.C. Circuit. On December 20, 1999, FERC issued a final rule, Order No.
2000, designed to encourage all owners and operators of interstate electric
transmission lines to join regional transmission organizations. Order No. 2000
is intended to increase competition and remedy continuing problems with
wholesale transmission access and reliability. Order No. 2000 does not directly
impact MCV since MCV does not own transmission lines, but could indirectly
impact MCV in selling electricity in the wholesale market. Order No. 2000 is
subject to rehearing and appeal. In addition, several bills have been introduced
in Congress to require states to permit consumers to choose their supplier of
electricity and manage other issues such as transition cost recovery and FERC
jurisdiction of retail electric sales. MCV Management cannot predict the impact
on MCV or the outcome of these proceedings.
Maintaining QF Status. In the case of a topping-cycle generating plant such as
the Facility, to maintain QF Status the applicable operating standard requires
that the portion of total energy output that is put to some useful purpose other
than facilitating the production of power (the "Thermal Percentage") be at least
5%. In addition, the plant must achieve and maintain an average PURPA efficiency
standard (the sum of the useful power output plus one-half of the useful thermal
energy output, divided by the energy input (the "Efficiency Percentage")) of at
least 45%. However, if the plant maintains a Thermal Percentage of 15% or
higher, the required Efficiency Percentage is reduced to 42.5%. The tests are
applied on a calendar year basis. The Facility has achieved the applicable
Efficiency Percentage of 42.5% in each year since commercial operation, and in
the years 1995 through 1999 the Facility achieved an Efficiency Percentage in
excess of 45%.
MCV believes that the Facility will be able to maintain QF status and be capable
of achieving a 45% PURPA Efficiency Percentage on a long-term basis. In
addition, MCV believes annual steam sales will be sufficient to allow the
Facility to exceed the 15% Thermal Percentage. However, no assurance can be
given that factors outside MCV's control will not cause the Facility to fail to
satisfy the annual PURPA qualification requirements and thus lose its QF status.
In 1999, MCV achieved an Efficiency Percentage of 47.0% and a Thermal Percentage
of 18.0%. During the first three months of 2000, MCV achieved an Efficiency
Percentage of 46.9% and a Thermal Percentage of 19.1%.
The loss of QF status could, among other things, cause the Facility to lose its
right under PURPA to sell power to Consumers at Consumers' "avoided cost" and
subject the Facility to additional federal and state regulatory requirements,
including the FPA (under which FERC has authority to establish rates for
electricity, which may be different than existing contractual rates). If the
Facility were to lose its QF status, the Partners of MCV, the Owner
Participants, the Owner Trustee and their respective parent companies could
become subject to regulation under the 1935 Act (under which, among other
things, the Securities and Exchange Commission has authority to order
divestiture of assets under certain circumstances). The loss of QF status would
not, however, entitle Consumers to terminate the PPA. Under the PPA, Consumers
is obligated to continue purchasing power from MCV at FERC-approved rates
(provided that the FERC-approved rates do not exceed the existing contractual
rates) and MCV, not Consumers, is entitled to terminate the PPA (which MCV has
covenanted not to do under the Participation Agreements). There can be no
assurance that FERC-approved rates would be the same as the rates currently in
effect under the PPA. If the FERC-approved rates are materially less than the
rates under the PPA, MCV may not have sufficient revenue to make rent payments
under the Overall Lease Transaction. The loss of QF status would constitute an
Event of Default under the Lease (and a corresponding Event of Default under the
Indenture) unless, among other requirements, FERC approves (or accepts for
filing) rates under the PPA or other contracts of MCV for the sale of
electricity sufficient to meet certain target coverage ratios (as defined in the
Overall Lease Transaction).
See Part I, Item 1, "Financial Statements -- Notes 1 and 6 to the Condensed
Notes to Unaudited Consolidated Financial Statements" for a further discussion
of associated risks and contingencies.
-18-
<PAGE> 20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The discussion below is limited to an update of events or developments that have
occurred in various judicial and administrative proceedings. A complete summary
of all outstanding issues is fully described in MCV's Form 10-K for the year
ended December 31, 1999.
Property Tax Appeal
MCV has filed property tax appeals contesting the assessed value of MCV's
property for the years 1997 and 1998 and the taxable value for 1999, which are
pending before the Michigan Tax Tribunal. MCV will likely appeal its 2000
property taxes. MCV Management cannot predict the outcome of these proceedings.
-19-
<PAGE> 21
Item 6. Exhibits and Reports on Form 8-K
a.) List of Exhibits
(27)Financial Data Schedule
b.) Reports on Form 8-K
Current report dated January 5, 2000, covering matters reported pursuant to
Item 5, "Other Events."
-20-
<PAGE> 22
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.
MIDLAND COGENERATION VENTURE
LIMITED PARTNERSHIP
----------------------------
(Registrant)
Dated: May 8, 2000 /s/ James M. Kevra
----------- -----------------------------------------
James M. Kevra
President and Chief Executive Officer
Dated: May 8, 2000 /s/ James M. Rajewski
----------- -----------------------------------------
James M. Rajewski
Vice President and Controller
(Principal Accounting Officer)
-21-
<PAGE> 23
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF OPERATIONS OF THE
MIDLAND COGENERATION VENTURE FOR THE QUARTER 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-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 176,304
<SECURITIES> 139,200
<RECEIVABLES> 120,869
<ALLOWANCES> 0
<INVENTORY> 5,195
<CURRENT-ASSETS> 343,175
<PP&E> 2,444,008
<DEPRECIATION> 729,269
<TOTAL-ASSETS> 2,227,955
<CURRENT-LIABILITIES> 258,016
<BONDS> 1,517,937
0
0
<COMMON> 0
<OTHER-SE> 450,319
<TOTAL-LIABILITY-AND-EQUITY> 2,227,955
<SALES> 0
<TOTAL-REVENUES> 156,074
<CGS> 0
<TOTAL-COSTS> 111,914
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36,606
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,702
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
