SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Amendment No. 2 to Application or Report Filed
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
March 31, 1997
EDISON MISSION ENERGY
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation or organization)
1-13434 95-4031807
(Commission File Number) (I.R.S. Employer Identification No.)
18101 VON KARMAN AVENUE
IRVINE, CALIFORNIA 92612
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 752-5588
NOT APPLICABLE
(Former name or former address, if changed since last report.)
The undersigned Registrant hereby amends the following items,
financial statement, exhibits or other portions of its Current Report on
Form 8-K dated May 22, 1997, as set forth in the pages attached hereto:
Item 7. Financial Statements and Exhibits
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Financial statements pursuant
to Item 7(a) are omitted because the required information is not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
- Unaudited Consolidated Balance Sheet as of June 30, 1997.
- Unaudited Pro Forma Consolidated Statement of Operations for the six
months ended June 30, 1997 and the year ended December 31, 1996.
- Notes to Unaudited Pro Forma Consolidated Financial Statements.
(C) EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.2 Transaction Implementation Agreement, dated March 29, 1997 between
The State Electricity Commission of Victoria, Edison Mission Energy
Australia Limited, Loy Yang B Power Station Pty Ltd, Loy Yang Power
Limited, The Honourable Alan Robert Stockdale, Leanne Power Pty Ltd
and Edison Mission Energy. Incorporated by reference to the
Registrant's Current Report on Form 8-K dated May 22, 1997.
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)
By JAMES V. IACO, JR.,
-------------------------
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Date: July 22, 1997
-------------
Unaudited Pro Forma Consolidated Financial Statements
The following Unaudited Consolidated Balance Sheet as of June 30, 1997 reflects
the completed transaction by Mission Energy Development Australia Pty Ltd, a
subsidiary of Edison Mission Energy (Registrant), to acquire the State
Government of Victoria's (State) 49% interest in the Loy Yang B Power Station
(Loy Yang B) which occurred on May 8, 1997. Edison Mission Energy Australia
Limited, a subsidiary of the Registrant, (together with other wholly owned
affiliates of the Registrant) 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 entered into a 30 year power purchase
agreement with the Registrant to acquire its share of the plant output. The
Unaudited Consolidated Balance Sheet represents the Consolidated Balance Sheet
to be included in the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997. The Unaudited Pro Forma Statement of Operations for the
six months ended June 30, 1997 and for the year ended December 31, 1996 reflect
the acquisition as if it had been effected at the beginning of each of the
periods presented. The acquisition is recorded under the purchase method of
accounting.
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 series of vesting contracts and hedges 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 Registrant has no reason to believe that the final valuation will
change materially and anticipates such valuation will be final in the fourth
quarter of 1997. 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. Acquisition costs totaled approximately $9 million.
On May 8, 1997, the Registrant also 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, return funds to various
affiliates of the Registrant and pay deferred financing costs totaling
approximately $6 million. An extraordinary loss of $13.1 million (net of income
tax benefit of $8.6 million) was incurred as a result of early extinguishment of
the existing debt facilities attributable to unamortized debt issue costs. The
Unaudited Pro Forma Statement of Operations for the six months ended June 30,
1997 and for the year ended December 31, 1996 do not consider such extraordinary
loss.
The pro forma adjustments are based upon available information and upon certain
assumptions that management believes are reasonable under the circumstances.
The unaudited pro forma information does not purport to be indicative of the
results that actually would have occurred if the acquisition had been made on
the dates indicated, or which may be expected to occur in the future.
The unaudited pro forma information should be read in conjunction with the notes
thereto and the audited financial statements of the Registrant as set forth in
its Annual Report on Form 10-K for the year ended December 31, 1996 filed on
March 31, 1997, which includes operating results of Loy Yang B, as well as the
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 to be filed on
or before August 14, 1997.
<TABLE>
EDISON MISSION ENERGY AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<CAPTION>
June 30,
1997
--------
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 483,215
Accounts receivable -- trade 55,651
Accounts receivable -- affiliates 11,702
Prepaid expenses and other 13,141
----------
Total current assets 563,709
----------
INVESTMENTS
Energy projects 873,023
Oil and gas 79,308
----------
Total investments 952,331
----------
PROPERTY, PLANT AND EQUIPMENT 3,468,254
Less accumulated depreciation and amortization 188,218
----------
Net property, plant and equipment 3,280,036
----------
OTHER ASSETS
Long-term receivables 90,251
Goodwill 321,045
Deferred financing costs and other 56,740
----------
Total other assets 468,036
----------
TOTAL ASSETS $5,264,112
==========
<FN>
See accompanying notes to unaudited pro forma consolidated financial statements.
</TABLE>
<TABLE>
EDISON MISSION ENERGY AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<CAPTION>
June 30,
1997
--------
<S> <C>
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable -- affiliates $ 18,547
Accounts payable and accrued liabilities 145,201
Interest payable 42,916
Current maturities of long-term obligations 66,011
----------
Total current liabilities 272,675
----------
LONG-TERM OBLIGATIONS, NET OF CURRENT MATURITIES 2,728,189
----------
LONG-TERM DEFERRED LIABILITIES
Deferred taxes and tax credits 552,773
Deferred revenue 653,502
Other 47,436
----------
Total long-term deferred liabilities 1,253,711
----------
Total liabilities 4,254,575
----------
MINORITY INTERESTS 7,111
----------
COMPANY - OBLIGATED MANDATORILY REDEEMABLE
SECURITY OF PARTNERSHIP HOLDING SOLELY PARENT
DEBENTURES 150,000
----------
SHAREHOLDER'S EQUITY
Common stock, no par value; 10,000 shares authorized;
100 shares issued and outstanding 64,130
Additional paid-in capital 629,406
Retained earnings 114,633
Cumulative translation adjustments 44,257
----------
Total shareholder's equity 852,426
----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $5,264,112
==========
<FN>
See accompanying notes to unaudited pro forma consolidated financial statements.
</TABLE>
<TABLE>
EDISON MISSION ENERGY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS)
<CAPTION>
Edison Pro Forma Pro Forma
Mission Adjustments Consolidated
Energy
<S> <C> <C> <C>
OPERATING REVENUES
Electric revenues $402,343 ($59,922) (A) $342,421
Equity in income from energy projects 61,181 61,181
Equity in income from oil and gas 22,726 22,726
Operation and maintenance services 20,241 20,241
--------- ---------
Total operating revenues 506,491 (59,922) 446,569
--------- -------- ---------
OPERATING EXPENSES
Fuel 103,755 (12,561) (B) 91,194
Plant operations 66,247 66,247
Operation and maintenance services 14,441 1,678 (C) 16,119
Depreciation and amortization 56,173 (8,319) (D) 47,854
Administrative and general 45,645 45,645
--------- ---------
Total operating expenses 286,261 (19,202) 267,059
--------- -------- ---------
Income from operations 220,230 (40,720) 179,510
--------- -------- ---------
OTHER INCOME (EXPENSE)
Interest and other income 13,184 13,184
Gain on sale of interest in projects 26,642 26,642
Interest expense (105,877) 4,606 (E) (101,271)
Dividends on preferred securities (6,560) (6,560)
Minority interest (37,705) 36,696 (F) (1,009)
--------- ------- ---------
Total other income (expense) (110,316) 41,302 (69,014)
--------- ------- ---------
Income before income taxes 109,914 582 110,496
--------- ------- ---------
Provision for income taxes 44,749 (213) (G) 44,536
--------- -------- ---------
NET INCOME $ 65,165 $ 795 $ 65,960
========= ======== =========
<FN>
See accompanying notes to unaudited pro forma consolidated financial statements.
</TABLE>
<TABLE>
EDISON MISSION ENERGY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)
<CAPTION>
Edison Pro Forma Pro Forma
Mission Adjustments Consolidated
Energy
<S> <C> <C> <C> <C>
OPERATING REVENUES
Electric revenues $650,838 ($112,466) (A) $538,372
Equity in income from energy projects 128,823 128,823
Equity in income from oil and gas 25,090 25,090
Operation and maintenance services 38,867 38,867
--------- ---------
Total operating revenues 843,618 (112,466) 731,152
--------- ---------- ---------
OPERATING EXPENSES
Fuel 137,151 (15,917) (B) 121,234
Plant operations 124,451 124,451
Operation and maintenance services 28,065 3,502 (C) 31,567
Depreciation and amortization 89,853 (12,489) (D) 77,364
Administrative and general 96,954 96,954
--------- ---------
Total operating expenses 476,474 (24,904) 451,570
--------- --------- ---------
Income from operations 367,144 (87,562) 279,582
--------- --------- ---------
OTHER INCOME (EXPENSE)
Interest and other income 20,766 20,766
Gain on sale of interest in projects 19,986 19,986
Interest expense (151,139) 3,469 (E) (147,670)
Dividends on preferred securities (13,100) (13,100)
Minority interest (69,547) 68,147 (F) (1,400)
--------- --------- ---------
Total other income (expense) (193,034) 71,616 (121,418)
--------- --------- ---------
Income before income taxes 174,110 (15,946) 158,164
--------- --------- ---------
Provision for income taxes 82,045 (6,586) (G) 75,459
--------- --------- ---------
NET INCOME $ 92,065 ($9,360) $ 82,705
========= ========= =========
<FN>
See accompanying notes to unaudited pro forma consolidated financial statements.
</TABLE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(A) Pro forma decrease in electric revenues resulting from termination of
existing power purchase agreement and entering into a series of vesting
contracts and hedges with the State Government of Victoria.
(B) Pro forma decrease in fuel expense resulting from entering into a new 50-
year agreement with the owner of Loy Yang A and the Loy Yang Mine for the supply
of brown coal.
(C) Pro forma increase in operation and maintenance services expense resulting
from grid connection fees as the project now trades directly into the Pool and
the elimination of the operator fee credit directly related to the 49% ownership
interest.
(D) Pro forma decrease in depreciation expense of $8.3 million and $12.5 million
for the six months ended June 30, 1997 and for the year ended December 31, 1996,
respectively, resulting from a change in the estimated useful lives of Loy Yang
B property, plant and equipment, partially offset from the step up in fixed
asset values resulting from the acquisition and related deferred tax accounting.
The change in the estimated useful lives resulted from the termination of the
existing power purchase agreement which had provided for an approximate 30-year
useful life to currently a 50-year useful life based on Loy Yang B's projected
economic life.
(E) To decrease interest expense related to the lower effective interest rate of
7.96% from 10.71% resulting from the financing, partially offset by an increase
in net borrowings.
(F) Elimination of minority interest expense directly attributable to Loy Yang
B.
(G) Change income tax expense as a result of pro forma adjustments which affect
taxable income.
