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, 1997
--------------------
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 1-13434
EDISON MISSION ENERGY
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4031807
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
18101 VON KARMAN AVENUE
IRVINE, CALIFORNIA 92612
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 752-5588
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
----- -----
Number of shares outstanding of the registrant's Common Stock as of August
14, 1997: 100 shares (all shares held by an affiliate of the registrant).
<TABLE>
TABLE OF CONTENTS
Item Page
- ---- ----
<S> <C>
PART I - FINANCIAL INFORMATION
1.Financial Statements...........................................1
2.Management's Discussion and Analysis of Financial Condition and
Results of Operations .......................................10
PART II - OTHER INFORMATION
6.Exhibits and Reports on Form 8-K..............................18
PART III
Signatures....................................................19
</TABLE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
EDISON MISSION ENERGY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
<CAPTION>
(Unaudited) (Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -------------------------
1997 1996 1997 1996
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
OPERATING REVENUES
Electric revenues $166,266 $133,760 $402,343 $290,529
Equity in income from energy projects 37,856 36,526 61,181 56,596
Equity in income from oil and gas 5,991 4,331 22,726 9,092
Operation and maintenance services 11,368 9,718 20,241 18,768
--------- --------- --------- ---------
Total operating revenues 221,481 184,335 506,491 374,985
--------- --------- --------- ---------
OPERATING EXPENSES
Fuel 48,138 32,840 103,755 64,326
Plant operations 31,539 29,241 66,247 59,656
Operation and maintenance services 8,188 7,424 14,441 13,598
Depreciation and amortization 26,139 20,158 56,173 38,396
Administrative and general 20,852 21,398 45,645 40,489
--------- --------- --------- ---------
Total operating expenses 134,856 111,061 286,261 216,465
--------- --------- --------- ---------
Income from operations 86,625 73,274 220,230 158,520
--------- --------- --------- ---------
OTHER INCOME (EXPENSE)
Interest and other income 7,390 7,517 13,184 12,415
Gain on sale of assets 26,642 19,986 26,642 19,986
Interest expense (52,983) (31,306) (105,877) (65,699)
Dividends on preferred securities (3,297) (3,269) (6,560) (6,548)
Minority interest (9,732) (14,153) (37,705) (27,886)
--------- --------- --------- ---------
Total other income (expense) (31,980) (21,225) (110,316) (67,732)
--------- --------- --------- ---------
Income before income taxes 54,645 52,049 109,914 90,788
Provision for income taxes 22,064 21,047 44,749 37,783
--------- --------- --------- ---------
INCOME BEFORE EXTRAORDINARY LOSS $ 32,581 $ 31,002 $ 65,165 $ 53,005
Extraordinary loss on early
extinguishment of debt, net of
income tax benefit (13,126) - (13,126) -
--------- --------- --------- ---------
NET INCOME $ 19,455 $ 31,002 $ 52,039 $ 53,005
========= ========= ========= =========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<TABLE>
EDISON MISSION ENERGY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<CAPTION>
(Unaudited)
June 30, December 31,
1997 1996
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 483,215 $ 383,634
Accounts receivable - trade 55,651 71,046
Accounts receivable - affiliates 11,702 10,798
Prepaid expenses and other 13,141 13,747
---------- ----------
Total current assets 563,709 479,225
---------- ----------
INVESTMENTS
Energy projects 873,023 794,646
Oil and gas 79,308 121,237
---------- ----------
Total investments 952,331 915,883
---------- ----------
PROPERTY, PLANT AND EQUIPMENT 3,468,254 3,401,006
Less accumulated depreciation and amortization 188,218 152,458
---------- ----------
Net property, plant and equipment 3,280,036 3,248,548
---------- ----------
OTHER ASSETS
Long-term receivables 90,251 91,567
Goodwill 321,045 334,481
Deferred financing costs and other 56,740 82,768
---------- ----------
Total other assets 468,036 508,816
---------- ----------
TOTAL ASSETS $5,264,112 $5,152,472
========== ==========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<TABLE>
EDISON MISSION ENERGY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<CAPTION>
(Unaudited)
June 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable - affiliates $ 18,547 $ 35,996
Accounts payable and accrued liabilities 145,201 118,824
Interest payable 42,916 35,076
Current maturities of long-term obligations 66,011 80,994
---------- ----------
Total current liabilities 272,675 270,890
---------- ----------
LONG-TERM OBLIGATIONS, NET OF CURRENT MATURITIES 2,728,189 2,419,890
---------- ----------
LONG-TERM DEFERRED LIABILITIES
Deferred taxes and tax credits 552,773 545,449
Deferred revenue 653,502 -
Other 47,436 39,049
---------- ----------
Total long-term deferred liabilities 1,253,711 584,498
---------- ----------
Total liabilities 4,254,575 3,275,278
---------- ----------
MINORITY INTERESTS 7,111 707,289
---------- ----------
COMPANY - OBLIGATED MANDATORILY REDEEMABLE
SECURITY OF PARTNERSHIP HOLDING SOLELY PARENT
DEBENTURES 150,000 150,000
---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 5)
SHAREHOLDER'S EQUITY
Common stock, no par value; 10,000 shares authorized;
100 shares issued and outstanding 64,130 64,130
Additional paid-in capital 629,406 629,289
Retained earnings 114,633 262,594
Cumulative translation adjustments 44,257 63,892
---------- ----------
Total shareholder's equity 852,426 1,019,905
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $5,264,112 $5,152,472
========== ==========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<TABLE>
EDISON MISSION ENERGY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<CAPTION>
(Unaudited)
Six Months Ended
June 30,
---------------------------
1997 1996
---------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 52,039 $ 53,005
Adjustments to reconcile net income to net cash provided
by operating activities:
Equity in income from energy projects (61,181) (56,596)
Equity in income from oil and gas (22,726) (9,092)
Distributions from energy projects 45,182 32,541
Dividends from oil and gas 23,749 17,598
Depreciation and amortization 56,173 38,396
Deferred taxes and tax credit (23,328) (29,264)
Gain on sale of assets (26,642) (19,986)
Extraordinary loss on early extinguishment of debt, net of tax 13,126 -
Decrease in accounts receivable 11,099 52,924
Decrease in prepaid expenses and other 3,404 5,312
Increase in interest payable 8,146 18,755
Increase in accounts payable and accrued liabilities 7,987 22,843
Other, net (2,712) 11,990
---------- ---------
Net cash provided by operating activities 84,316 138,426
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on long-term obligations 1,079,609 72,663
Payments on long-term obligations (784,800) (696,447)
Issuance of guaranteed secured bonds - 603,840
Cash dividend to parent (122,000) -
---------- ---------
Net cash provided by (used in) financing activities 172,809 (19,944)
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in energy projects (41,020) (26,658)
Loans to energy projects (18,950) (35,741)
Purchase of common stock of acquired companies (68,557) (29,745)
Proceeds from sale of assets 71,166 70,000
Capital expenditures (57,851) (91,606)
Other, net (29,752) 4,998
---------- ---------
Net cash used in investing activities (144,964) (108,752)
---------- ---------
Effect of exchange rate changes on cash (12,580) (219)
---------- ---------
Net increase in cash and cash equivalents 99,581 9,511
Cash and cash equivalents at beginning of period 383,634 137,540
---------- ---------
Cash and cash equivalents at end of period $483,215 $147,051
========== =========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
EDISON MISSION ENERGY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
NOTE 1. GENERAL
All adjustments, including recurring accruals, have been made that are
necessary to present fairly the consolidated financial position and results of
operations for the periods covered by this report. The results of operations
for the six months ended June 30, 1997, are not necessarily indicative of the
operating results for the full year.
Edison Mission Energy's (the "Company") significant accounting policies are
described in Note 2 to the Company's Consolidated Financial Statements as of
December 31, 1996 and 1995, included in its 1996 Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 31, 1997. The
Company follows the same accounting policies for interim reporting purposes.
This quarterly report should be read in connection with such financial
statements.
Certain prior period amounts have been reclassified to conform to the current
period financial statement presentation.
NOTE 2. INVESTMENTS
The following table presents summarized financial information with respect to
the energy projects and oil and gas investments, accounted for by the equity
method:
<TABLE>
<CAPTION>
(In thousands)
(Unaudited) (Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- -------------------------
1997 1996 1997 1996
--------- ------- ------- -------
<S> <C> <C> <C> <C>
ENERGY PROJECTS
Operating Revenue $360,510 $213,003 $737,704 $509,972
Income from Operations 98,682 89,382 174,878 163,257
Net Income 67,728 77,079 124,103 124,711
OIL AND GAS
Operating Revenue $ 62,856 $ 71,796 $160,275 $139,641
Income from Operations 22,866 15,477 62,048 35,223
Net Income 12,683 9,836 43,967 23,862
</TABLE>
NOTE 3. ACQUISITION
In May 1997, Mission Energy Development Australia Pty Ltd, a subsidiary of the
Company, completed a transaction with the State Government of Victoria (State)
acquiring the State's 49% interest in the 1,000 megawatt (MW) Loy Yang B Power
Station (Loy Yang B). Edison Mission Energy Australia Limited (EMEA), a
subsidiary of the Company, (together with other wholly owned affiliates of the
Company) initially acquired 51% of Loy Yang B from the State in December 1992.
In connection with the 1992 acquisition, the State Electricity Commission of
Victoria (SECV) entered into a 30-year power purchase agreement with the Company
to purchase its share of the plant output. Loy Yang B's principal assets consist
of two 500-MW units fired by brown coal located near Melbourne, Australia.
Consideration for the State's 49% interest consisted of (1) a cash payment of
approximately $64 million (84 million Australian dollars), (2) termination of
the existing power purchase agreement and other related agreements and (3)
entering into a new series of power sales-related contracts with the State
resulting in a total transaction value of approximately $686 million (900
million Australian dollars) based on a preliminary valuation using discounted
cash flows.
The acquisition has been accounted for utilizing the purchase method. The
excess of the purchase price, including tax effects, over the carrying value of
the net assets acquired was allocated to property, plant and equipment. The
value associated with the termination of the existing power purchase agreement
and other related agreements is reflected as deferred revenue in the
accompanying consolidated balance sheet and is being amortized to income
utilizing the unit-of-production method over the life of the new power sales
contracts of 20 years. The consolidated statements of income for the three and
six months ended June 30, 1997 reflect the operations under the new contracts
and the elimination of the minority interest of the acquired business beginning
on May 9, 1997.
The following unaudited pro forma summary presents the consolidated results of
operations as if the acquisition of the 49% interest in Loy Yang B had occurred
at the beginning of the periods presented, after giving effect to certain
adjustments, including electric revenues and fuel expense based on restructuring
of agreements, decreased depreciation expense as a result of the extended useful
life partially offset by a step-up in the basis of fixed assets, lower interest
expense due to the financing and related income tax adjustments. These results
have been prepared for comparative purposes only and do not purport to be
indicative of what would have occurred had the acquisition been made at the
beginning of 1997 or 1996 or of the results which may occur in the future.
<TABLE>
<CAPTION>
(In thousands)
(Unaudited)
Six Months Ended
June 30,
-------------------------
1997 1996
--------- ---------
<S> <C> <C>
Operating Revenue $446,569 $329,790
Income before Extraordinary Item 65,960 50,950
Net Income 52,834 50,950
</TABLE>
NOTE 4. FINANCIAL INSTRUMENTS
In May 1997, the Company closed financing of $964 million (1.265 billion
Australian dollars), the proceeds of which were used to repay Loy Yang B's
existing debt facilities of $713 million (935.5 million Australian dollars) with
the balance used to finance the acquisition and to return funds to various
affiliates of the Company. The new financing consists of (1) a $373 million
(490 million Australian dollars) 15-year interest only term facility, (2) a $583
million (765 million Australian dollars) 20-year amortizing term facility with
principal and interest payments scheduled quarterly commencing September 30,
1998 and (3) an $8 million (10 million Australian dollars) working capital
facility with a term equal to that of the 20-year amortizing term facility. The
financing was structured on a non-recourse basis. Lenders look solely to the
cash proceeds of Loy Yang B to repay the debt and have taken a security interest
in the Loy Yang B project assets.
At June 30, 1997, Loy Yang B had 13 new interest rate swap agreements having
notional amounts of 50 million Australian dollars to 100 million Australian
dollars each and a total notional amount of $902 million (1.2 billion Australian
dollars). The interest rate swap agreements convert the new floating-rate debt
into debt with fixed rates ranging from 7.51% to 7.93%. The floating-rate at
June 30, 1997 was 5.4%. Maturity dates for the interest rate swaps currently
range from five to ten years.
The early repayment of Loy Yang B's existing debt facilities of $713 million
resulted in an extraordinary loss of $13.1 million (net of income tax benefit of
$8.6 million) attributable to the write-off of unamortized debt issue costs.
NOTE 5. COMMITMENTS AND CONTINGENCIES
<TABLE>
FIRM COMMITMENTS TO CONTRIBUTE PROJECT EQUITY
<CAPTION>
PROJECTS LOCAL CURRENCY U.S. ($ IN MILLIONS)
- -------- -------------- --------------------
<S> <C> <C>
Paiton (i) 186
ISAB (ii) 244 billion Italian Lira 144
Doga (iii) 25
</TABLE>
(i) Paiton is a 1,230-MW coal-fired power plant under construction in East Java,
Indonesia. A wholly owned subsidiary of the Company owns a 40% interest.
Equity contributions are currently being made and will continue until commercial
operation, which is currently scheduled for early 1999.
(ii) ISAB is a 512-MW integrated gasification combined cycle power plant under
construction near Siracusa in Sicily, Italy. A wholly owned subsidiary of the
Company owns a 49% interest. Equity will be contributed at commercial operation
which is currently scheduled for late 1999.
(iii) Doga is a 180-MW gas-fired power plant under construction near Istanbul,
Turkey. A subsidiary of the Company owns an 80% interest. Equity contributions
are currently being made and will continue until commercial operation, which is
currently scheduled for late 1998.
Firm commitments to contribute project equity could be accelerated due to
certain events of default as defined in the non-recourse project financing
facilities. Management has no reason to believe that these events of default
will occur to require acceleration of the firm commitments.
<TABLE>
CONTINGENT OBLIGATIONS TO CONTRIBUTE PROJECT EQUITY
<CAPTION>
PROJECTS U.S. ($ IN MILLIONS)
- -------- --------------------
<S> <C>
Brooklyn Navy Yard (i) 294
Paiton (ii) 141
Doga (ii) 22
All Other 25
</TABLE>
(i) Brooklyn Navy Yard is a 286-MW gas-fired cogeneration power plant in
Brooklyn, New York. A wholly owned subsidiary of the Company owns 50% of the
project, but funded all of the required equity during construction and will be
required to fund the remaining costs of the project facility until the close of
non-recourse financing. Estimated total cost is $492 million of which $454
million has been spent through June 30, 1997. In December 1995, a tax-exempt
bond financing for the project in the amount of $254 million was obtained
through the New York City Industrial Development Agency (NYCIDA). The Company
has guaranteed the obligations of the project pursuant to the financing as well
as an indemnity agreement on behalf of NYCIDA in the amount of $40 million. In
February 1997, the contractor asserted general monetary claims under the turnkey
agreement against Brooklyn Navy Yard Cogeneration Partners, L.P. (BNY) and has
served a Complaint for damages in the amount of $136.8 million against BNY. BNY
has asserted general monetary claims against the contractor. The Company
believes that the outcome of this litigation will not have a material adverse
effect on its consolidated financial position or results of operations.
(ii) Contingent obligations to contribute additional project equity to the
project would be based on events principally related to capital cost overruns
during plant construction.
Management has no reason to believe that these contingent obligations or any
other contingent obligations to contribute project equity will be required.
OTHER COMMITMENTS AND CONTINGENCIES
Certain of the Company's subsidiaries entered into indemnification agreements
whereby the subsidiaries agreed to repay capacity payments to the projects'
power purchasers, in the event the projects unilaterally terminate their
performance or reduce their electric power producing capability during the term
of the power contract. Obligations under these indemnification agreements as of
June 30, 1997, if payment were required, would be $254 million. Management has
no reason to believe that the projects will either terminate their performance
or reduce their electric power producing capability during the term of the power
contracts.
The Company's projected construction expenditures that will be funded
utilizing non-recourse project financing are $107 million at June 30, 1997
related to the Doga project.
LITIGATION
The Company is routinely involved in litigation arising in the normal course
of business. While the results of such litigation cannot be predicted with
certainty, management, based on advice of counsel, does not believe that the
final outcome of any pending litigation will have a material adverse effect on
the Company's financial position or results of operations.
ENVIRONMENTAL MATTERS
The Company is subject to environmental regulation by federal, state and
local authorities in the U.S. and foreign regulatory authorities with
jurisdiction over projects located outside the U.S. The Company believes that
it is in substantial compliance with environmental regulatory requirements and
that maintaining compliance with current requirements will not materially affect
its financial position or results of operations.
The Company completed a review of some of its sites in 1995 and does not
believe that a material liability exists as of June 30, 1997. The
implementation of Clean Air Act Amendments is expected to result in increased
operating expenses; however, these increased operating expenses are not expected
to have a material impact on the Company's financial position or results of
operations.
NOTE 6. DIVIDEND
In June 1997, the Company made a cash dividend of $122 million and a noncash
dividend of $78 million to its parent company, The Mission Group, a wholly owned
non-utility subsidiary of Edison International. The noncash dividend is in the
form of a long-term note payable for $78 million due on June 30, 2007 with
interest payments due on a quarterly basis.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q includes certain forward-looking
statements, the realization of which may be affected by certain important
factors discussed in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" thereunder and elsewhere herein.
GENERAL
- -------
The Company is one of the leading independent producers of electricity
worldwide. Through its subsidiaries, the Company is engaged in the business of
developing, acquiring, owning and operating independent electric power
generation facilities. The Company's investments include 55 projects totaling
9,471 megawatts (MW) of generation capacity, of which 7,549 are in operation and
1,922 are under construction.
The Company's operating revenues are derived primarily from electric revenues
and equity in income from energy projects. Operating revenues also include
equity in income from oil and gas investments and revenue attributable to
operation and maintenance services.
Electric revenues are derived from consolidated results of operations of five
international entities. Equity in income from energy projects primarily relates
to the Company's ownership interest of 50% or less in projects. The equity
method of accounting is generally used to account for the operating results of
entities over which a company has a significant influence but in which it does
not have a controlling interest. With respect to entities accounted for under
the equity method, the Company recognizes its proportional share of the income
or loss of such entities.
ACQUISITION
- -----------
In May 1997, Mission Energy Development Australia Pty Ltd, a subsidiary of
the Company, completed a transaction with the State Government of Victoria
(State) acquiring the State's 49% interest in the 1,000 MW Loy Yang B Power
Station (Loy Yang B). Edison Mission Energy Australia Limited (EMEA), a
subsidiary of the Company, (together with other wholly owned affiliates of the
Company) initially acquired 51% of Loy Yang B from the State in December 1992.
In connection with the 1992 acquisition, the State Electricity Commission of
Victoria (SECV) entered into a 30-year power purchase agreement with the Company
to purchase its share of the plant output. Loy Yang B's principal assets consist
of two 500-MW units fired by brown coal located near Melbourne, Australia.
Consideration for the State's 49% interest consisted of (1) a cash payment of
approximately $64 million (84 million Australian dollars), (2) termination of
the existing power purchase agreement and other related agreements and (3)
entering into a new series of power sales-related contracts with the State
resulting in a total transaction value of approximately $686 million (900
million Australian dollars) based on a preliminary valuation using discounted
cash flows.
The acquisition has been accounted for utilizing the purchase method. The
excess of the purchase price, including tax effects, over the carrying value of
the net assets acquired was allocated to property, plant and equipment. The
value associated with the termination of the existing power purchase agreement
and other related agreements is reflected as deferred revenue in the
accompanying consolidated balance sheet and is being amortized to income
utilizing the unit-of-production method over the life of the new power sales
contracts of 20 years. The consolidated statements of income for the three and
six months ended June 30, 1997 reflect the operations under the new contracts
and the elimination of the minority interest of the acquired business beginning
on May 9, 1997.
RESULTS OF OPERATIONS
- ---------------------
OPERATING REVENUES Operating revenues increased $37.1 million and $131.5
million for the second quarter and six months ended June 30, 1997, respectively,
compared with the corresponding periods of 1996, resulting primarily from
increases in electric revenues. Electric revenues were higher in both periods
primarily due to the start of commercial operation of Loy Yang B Unit 2 and the
Kwinana project in the fourth quarter of 1996, and as a result there were no
comparable electric revenues during the first six months of 1996. The higher
electric revenues from the Loy Yang B project in 1997 were partially offset by
lower revenue attributable to restructuring of agreements associated with the
49% acquisition of Loy Yang B. Revenues from the First Hydro project increased
$5.4 million and $22.9 million for each period, respectively, attributable to
higher energy revenues as a result of increased utilization and higher pool
prices, partially offset by lower capacity prices due to mild winter conditions
and high plant availability levels.
Equity in income from oil and gas investments increased $13.6 million during
the first six months of June 30, 1997, compared with the same prior year period.
The significant increase was principally due to higher gas prices.
OPERATING EXPENSES Operating expenses increased $23.8 million in the second
quarter of 1997, compared to the second quarter of 1996. For the six months
ended June 30, 1997, operating expenses increased $69.8 million, compared with
the corresponding period in 1996. The increases for both periods were
principally due to higher fuel expense and depreciation and amortization, both
resulting from commencement of commercial operations of Loy Yang B Unit 2 and
Kwinana in the fourth quarter of 1996. Fuel expense for the Loy Yang B project
was partially reduced as a result of entering into a new fuel supply agreement
associated with the 49% acquisition. Loy Yang B's depreciation expense was also
partially reduced in connection with the acquisition based on the extended
useful lives of Loy Yang B's plant and equipment from approximately 30 years
based on the previous power purchase agreement to 50 years based on the
projected economic life of the plant. First Hydro's fuel expense increased $4.9
million and $12.9 million for each period, respectively, resulting from
increased generation and higher prices.
Administrative and general expenses increased $5.2 million for the six months
ended June 30, 1997, compared with the same period in 1996 primarily related to
an increase in compensation expense as a result of charges associated with the
Company's phantom stock plan.
OTHER INCOME (EXPENSE) In April 1997, the Company completed a sale of its
ownership interest in B.C. Star Partners (B.C. Star) to Remington Energy Ltd.
for total cash proceeds of $71.2 million. The Company recorded an after-tax
gain of approximately $14 million on the sale in April 1997. The Company
expects a minimal impact on its future revenues based on management's evaluation
of forecasted Canadian gas prices.
During the second quarter of 1996, CalEnergy Company, Inc., the Company's
partner in four operating geothermal projects in California, purchased all of
the stock of four wholly owned subsidiaries of the Company, which held interests
in these projects. The purchase price of $70 million resulted in an after-tax
gain of $15.5 million. There was no impact on the Company's future revenues as
the Company discontinued recognizing earnings from these projects during 1993.
Interest expense, net of capitalized interest, increased $21.7 million in the
second quarter of 1997, compared with the corresponding period in 1996. For the
six months ended June 30, 1997, interest expense, net of capitalized interest,
increased $40.2 million compared with the same prior year period. The increases
for both periods were due primarily to decreases in capitalized interest of
$15.4 million and $27.5 million for each period, respectively. Capitalized
interest decreased in 1997 due to the completion of construction and resultant
commercial operation of Loy Yang B Unit 2 in October 1996 at which time the
Company discontinued recording capitalized interest related to this project.
Higher interest expense in 1997 was also associated with the inclusion of
interest on $450 million of securities issued by Edison Mission Energy Funding
Corp., partially offset by the repayment of a 200 million Australian dollar
loan, both occurring in December 1996.
Minority interest expense decreased $4.4 million in the second quarter of
1997, compared to the second quarter of 1996. For the six months ended June
30, 1997, minority interest expense increased $9.8 million, compared with the
corresponding period in 1996. The second quarter decrease resulted from the
acquisition of the remaining 49% ownership interest in Loy Yang B in May 1997.
The increase for the six months ended June 30, 1997 was principally due to Loy
Yang B Unit 2 commencing commercial operation in October 1996.
PROVISION FOR INCOME TAXES The Company recorded an effective tax provision
rate of 41% for the six-month period ended June 30, 1997, compared with 42% for
the same prior year period. The slight decrease in the 1997 effective tax rate
was primarily due to a larger dividends received deduction in 1997. The
dividends received deduction represents dividend income from unconsolidated
entities that is not subject to tax because taxes have already been provided at
the entity level.
LIQUIDITY AND CAPITAL RESOURCES For the six months ended June 30, 1997, net
cash provided by operating activities decreased to $84.3 million from $138.4
million for the six months ended June 30, 1996. The decline primarily reflects
an increase in working capital requirements, partially offset by higher
distributions from energy projects and higher dividends from oil and gas
investments.
Net cash provided by financing activities totaled $172.8 million during the
first six months of June 30, 1997, compared to net cash used in financing
activities of $19.9 million during the same period in 1996. This change
resulted primarily from the Loy Yang B financing of $964 million (1.265 billion
Australian dollars), the proceeds of which were primarily used to repay Loy Yang
B's existing debt facilities of $713 million (935.5 million Australian dollars)
in May 1997 and an increase in net borrowings under the Company's revolving
credit facility in 1997, partially offset by a cash dividend paid to Edison
International of $122 million in June 1997. In January 1996, the Company repaid
the 400 million pounds sterling (U.S. $603.8 million) credit facility entered
into by First Hydro Finance Plc in December 1995 with the net proceeds received
from the issuance of 400 million pounds sterling 9% Guaranteed Secured Bonds in
1996.
The new Loy Yang B financing consists of (1) a $373 million (490 million
Australian dollars) 15-year interest only term facility, (2) a $583 million (765
million Australian dollars) 20-year amortizing term facility with principal and
interest payments scheduled quarterly commencing September 30, 1998 and (3) an
$8 million (10 million Australian dollars) working capital facility with a term
equal to that of the 20-year amortizing term facility. The financing was
structured on a non-recourse basis. Lenders look solely to the cash proceeds of
Loy Yang B to repay the debt and have taken a security interest in the Loy Yang
B project assets.
At June 30, 1997, Loy Yang B had 13 new interest rate swap agreements having
notional amounts of 50 million Australian dollars to 100 million Australian
dollars each and a total notional amount of $902 million (1.2 billion Australian
dollars). The interest rate swap agreements convert the new floating-rate debt
into debt with fixed rates ranging from 7.51% to 7.93%. The floating-rate at
June 30, 1997 was 5.4%. Maturity dates for the interest rate swaps currently
range from five to ten years.
Net cash used in investing activities increased $36.2 million for the first
six months of 1997, compared with the same prior year period primarily due to
the purchase of common stock of acquired companies related to the acquisition of
the remaining 49% ownership interest in Loy Yang B in May 1997, partially offset
by a reduction in capital expenditures in 1997 principally related to the
completion of construction of Loy Yang B Unit 2 and the Kwinana project in 1996.
In 1997, the Company invested $57.9 million in new plant and equipment,
principally related to the Doga project which commenced construction in April
1997. The purchase of common stock of acquired companies in 1996 primarily
related to the acquisition of the remaining equity stake in Iberian Hy-Power.
The proceeds of $71.2 million received from the sale of the Company's ownership
interest in B.C. Star is comparable to the proceeds of $70 million received from
the sale of four of the Company's operating geothermal facilities in April 1996.
At June 30, 1997, the Company had cash and cash equivalents of $483.2 million
and had available $333.8 million of borrowing capacity under a $500 million
revolving credit facility that expires in 2001. This borrowing capacity under
the revolving credit facility will be reduced by borrowings for firm commitments
to contribute project equity and to fund capital expenditures and construction
costs of its project facilities.
<TABLE>
FIRM COMMITMENTS TO CONTRIBUTE PROJECT EQUITY
<CAPTION>
PROJECTS LOCAL CURRENCY U.S. ($ IN MILLIONS)
- -------- -------------- --------------------
<S> <C> <C>
Paiton (i) 186
ISAB (ii) 244 billion Italian Lira 144
Doga (iii) 25
</TABLE>
(i) Paiton is a 1,230-MW coal-fired power plant under construction in East
Java, Indonesia. A wholly owned subsidiary of the Company owns a 40% interest.
Equity contributions are currently being made and will continue until commercial
operation, which is currently scheduled for early 1999.
(ii) ISAB is a 512-MW integrated gasification combined cycle power plant under
construction near Siracusa in Sicily, Italy. A wholly owned subsidiary of the
Company owns a 49% interest. Equity will be contributed at commercial operation
which is currently scheduled for late 1999.
(iii) Doga is a 180-MW gas-fired power plant under construction near Istanbul,
Turkey. A subsidiary of the Company owns an 80% interest. Equity contributions
are currently being made and will continue until commercial operation, which is
currently scheduled for late 1998.
Firm commitments to contribute project equity could be accelerated due to
certain events of default as defined in the non-recourse project financing
facilities. Management has no reason to believe that these events of default
will occur to require acceleration of the firm commitments.
<TABLE>
CONTINGENT OBLIGATIONS TO CONTRIBUTE PROJECT EQUITY
<CAPTION>
PROJECTS U.S. ($ IN MILLIONS)
- -------- --------------------
<S> <C>
Brooklyn Navy Yard (i) 294
Paiton (ii) 141
Doga (ii) 22
All Other 25
</TABLE>
(i) Brooklyn Navy Yard is a 286-MW gas-fired cogeneration power plant in
Brooklyn, New York. A wholly owned subsidiary of the Company owns 50% of the
project, but funded all of the required equity during construction and will be
required to fund the remaining costs of the project facility until the close of
non-recourse financing. Estimated total cost is $492 million of which $454
million has been spent through June 30, 1997. In December 1995, a tax-exempt
bond financing for the project in the amount of $254 million was obtained
through the New York City Industrial Development Agency (NYCIDA). The Company
has guaranteed the obligations of the project pursuant to the financing as well
as an indemnity agreement on behalf of NYCIDA in the amount of $40 million. In
February 1997, the contractor asserted general monetary claims under the turnkey
agreement against Brooklyn Navy Yard Cogeneration Partners, L.P. (BNY) and has
served a Complaint for damages in the amount of $136.8 million against BNY. BNY
has asserted general monetary claims against the contractor. The Company
believes that the outcome of this litigation will not have a material adverse
effect on its consolidated financial position or results of operations.
(ii) Contingent obligations to contribute additional project equity to the
project would be based on events principally related to capital cost overruns
during plant construction.
Management has no reason to believe that these contingent obligations or any
other contingent obligations to contribute project equity will be required.
OTHER COMMITMENTS AND CONTINGENCIES
Certain of the Company's subsidiaries entered into indemnification agreements
whereby the subsidiaries agreed to repay capacity payments to the projects'
power purchasers, in the event the projects unilaterally terminate their
performance or reduce their electric power producing capability during the term
of the power contract. Obligations under these indemnification agreements as of
June 30, 1997, if payment were required, would be $254 million. Management has
no reason to believe that the projects will either terminate their performance
or reduce their electric power producing capability during the term of the power
contracts.
The Company's projected construction expenditures that will be funded
utilizing non-recourse project financing are $107 million at June 30, 1997
related to the Doga project.
The Company and its subsidiaries may incur additional obligations to make
equity and other contributions to projects in the future. The Company believes
that it will have sufficient liquidity on both a short and long-term basis to
fund pre-financing project development costs, make equity contributions to
partnerships, pay corporate debt obligations and pay other administrative and
general expenses as they are incurred from (1) distributions from energy
projects and dividends from investments in oil and gas, (2) proceeds from the
repayment of loans to energy projects, (3) funds available from the Company's
revolving credit facility and (4) additional corporate borrowings.
CHANGES IN INTEREST RATES, CHANGES IN ELECTRICITY POOL PRICING, FOREIGN
CURRENCY FLUCTUATIONS AND OTHER CONTRACTUAL OBLIGATIONS Changes in interest
rates, changes in electricity pool pricing in the U.K. and Australia and
fluctuations in foreign currency exchange rates can have a significant impact on
the Company's results of operations. Interest rate changes affect the cost of
capital needed to construct and finance projects. The Company has mitigated the
risk of interest rate fluctuations by arranging for fixed rate financing or
variable rate financing with interest rate swaps or other hedging mechanisms for
the majority of its project financings. Interest expense included $6.7 million
and $3.7 million for the six months ended June 30, 1997 and 1996, respectively,
as a result of interest rate swap agreements. The Company has entered into
several interest rate swap agreements whereby the maturity date of the swaps
occurs prior to the final maturity of the underlying debt. The Company does not
believe that interest rate fluctuations will have a materially adverse effect on
its financial position or results of operations.
Projects in the U.K. sell their electrical energy and capacity through a
centralized electricity pool, which establishes a half-hourly clearing price
(also referred to as the "pool price") for electrical energy. The half-hourly
pool price is extremely volatile and can vary by as much as a factor of 10 or
more over the course of a few hours, due to the large differentials in demand
according to the time of day. First Hydro mitigates a portion of the market
risk of the pool by entering into contracts for differences (electricity rate
swap agreements), related to either the selling or purchasing price of power,
whereby a contract specifies a price at which the electricity will be traded,
and the parties to the agreement make payments, calculated based on the
difference between the price in the contract and the half-hourly pool clearing
price for the element of power under contract. These contracts can be sold in
two structures: one-way contracts, the most commonly used by First Hydro, where
a specified monthly amount is received in advance and difference payments are
made when the pool price is above the price specified in the contract, and two-
way contracts, where the counter party pays First Hydro when the pool price is
below that in the contract instead of a specified monthly amount. These
contracts act as a means of stabilizing production revenues or purchasing costs
by removing an element of First Hydro's net exposure to pool price volatility.
First Hydro electric revenues were increased by $20.4 million for the six-month
period ended June 30, 1997, compared to a decrease of $1.9 million for the
corresponding period in 1996, as a result of electricity rate swap agreements.
Loy Yang B sells their electrical energy through a centralized electricity
pool (Victorian Wholesale Electricity Market which will be integrated into the
National Electricity Market) which provides for a system of generator bidding,
central dispatch and a settlements system based on a clearing market for each
half hour of every day. The Victorian Power Exchange, operator and
administrator of the pool, determines a system marginal price each half hour.
To mitigate the exposure to price volatility of the electricity traded in the
pool, Loy Yang B has entered into a number of financial hedges. From May 8,
1997 to December 31, 2000, approximately 53% to 64% of the plant output sold is
hedged under "Vesting Contracts" with the remainder of the plant capacity hedged
under the "State Hedge". Vesting Contracts were put into place by the State,
between each generator and each distributor, prior to the privatization of
electric power distributors in order to provide more predictable pricing for
those electricity customers that were unable to choose their electricity
retailer. Vesting Contracts set base strike prices at which the electricity
will be traded, and the parties to the agreement make payments, calculated based
on the difference between the price in the contract and the half-hourly pool
clearing price for the element of power under contract. These contracts can be
sold as one-way or two-way contracts which are structured similar to the
electricity rate swap agreements described above. The State Hedge is a long-
term contractual arrangement based upon a fixed price commencing May 8, 1997 and
terminating October 31, 2016. The State guarantees SECV's obligations under the
State Hedge. Loy Yang B's electric revenues were increased by $14.3 million for
the period ended June 30, 1997 as a result of hedging contract arrangements.
Fluctuations in foreign currency exchange rates can affect, on a U.S. dollar
equivalent basis, the amount of the Company's equity contributions to, and
distributions from, its foreign projects. As the Company continues to expand
into foreign markets, fluctuations in foreign currency exchange rates can be
expected to have a greater impact on the Company's results of operations in the
future. At times, the Company has hedged a portion of its current exposure to
fluctuations in foreign exchange rates where it deems appropriate through
financial derivatives, offsetting obligations denominated in foreign currencies
and indexing underlying project agreements to U.S. dollars or other indices
reasonably expected to correlate with foreign exchange movements. In addition,
the Company has used statistical forecasting techniques to help assess foreign
exchange risk and the probabilities of various outcomes. There can be no
assurance, however, that fluctuations in exchange rates will be fully offset by
hedges or that currency movements and the relationship between certain macro
economic variables will behave in a manner consistent with historical or
forecasted relationships.
The electric power generated by the Company's operating projects that are
generally sold to a limited number of electric utilities pursuant to long-term
(typically, 15 to 30 year) power sales contracts are expected to result in
consistent cash flow under a wide range of economic and operating circumstances.
To accomplish this, the Company structures its long-term contracts so that
fluctuations in fuel costs will produce similar fluctuations in electric and/or
steam revenues and by entering into long-term fuel supply and transportation
agreements.
ENVIRONMENTAL MATTERS
The Company is subject to environmental regulation by federal, state and
local authorities in the U.S. and foreign regulatory authorities with
jurisdiction over projects located outside the U.S. The Company believes that
it is in substantial compliance with environmental regulatory requirements and
that maintaining compliance with current requirements will not materially affect
its financial position or results of operations.
The Company completed a review of some of its sites in 1995 and does not
believe that a material liability exists as of June 30, 1997. The
implementation of Clean Air Act Amendments is expected to result in increased
operating expenses; however, these increased operating expenses are not expected
to have a material impact on the Company's financial position or results of
operations.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K
The registrant filed the following reports on Form 8-K during the quarter
ended June 30, 1997.
Date of Report Date Filed Item Reported(s)
-------------- ---------- ----------------
March 31, 1997 April 10, 1997 5
March 31, 1997 May 23, 1997 2,7
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.
EDISON MISSION ENERGY
---------------------
(Registrant)
Date: August 13, 1997 JAMES V. IACO, JR.
- --------------------- -------------------------
Senior Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM EDISON
MISSION ENERGY AND SUBSIDIARIES FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 483,215
<SECURITIES> 0
<RECEIVABLES> 55,651
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 563,709
<PP&E> 3,468,254
<DEPRECIATION> 188,218
<TOTAL-ASSETS> 5,264,112
<CURRENT-LIABILITIES> 272,675
<BONDS> 2,728,189
<COMMON> 64,130
150,000
0
<OTHER-SE> 788,296
<TOTAL-LIABILITY-AND-EQUITY> 5,264,112
<SALES> 0
<TOTAL-REVENUES> 422,584
<CGS> 0
<TOTAL-COSTS> 184,443
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 112,437
<INCOME-PRETAX> 109,914
<INCOME-TAX> 44,749
<INCOME-CONTINUING> 65,165
<DISCONTINUED> 0
<EXTRAORDINARY> (13,126)
<CHANGES> 0
<NET-INCOME> 52,039
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
