UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2002
Commission file number 1-2198
The registrant meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is, therefore, filing this Form with the reduced disclosure format.
THE DETROIT EDISON COMPANY
(Exact name of registrant as specified in its charter)
Michigan | 38-0478650 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
2000 2nd Avenue, Detroit, Michigan | 48226-1279 | |
(Address of principal executive offices) | (Zip Code) |
313-235-8000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
The Detroit Edison Company
Quarterly Report on Form 10-Q
Quarter Ended June 30, 2002
Table of Contents
Page | ||||||
Definitions |
3 | |||||
Part I Financial Information |
||||||
Item 1. Financial Statements |
||||||
Consolidated Statement of Operations |
9 | |||||
Consolidated Statement of Financial Position |
10 | |||||
Consolidated Statement of Cash Flows |
12 | |||||
Consolidated Statement of Changes in Shareholders Equity |
13 | |||||
Notes to Consolidated Financial Statements |
14 | |||||
Independent Accountants Report |
19 | |||||
Item 2. Managements Narrative Analysis of the Results of Operations |
4 | |||||
Part II Other Information |
||||||
Item 6. Exhibits and Reports on Form 8-K |
20 | |||||
Signature |
21 |
2
Definitions
Customer Choice | The choice program is a statewide initiative giving customers in Michigan the option to choose alternative suppliers for electricity. | |||
DTE Energy | DTE Energy Company and Subsidiary Companies | |||
Detroit Edison | The Detroit Edison Company (a wholly owned subsidiary of DTE Energy Company) and Subsidiary Companies | |||
Enterprises | DTE Enterprises Inc. (successor to MCN Energy), a wholly owned subsidiary of DTE Energy Company | |||
EPA | United States Environmental Protection Agency | |||
FERC | Federal Energy Regulatory Commission | |||
kWh | Kilowatthour | |||
MCN Energy | MCN Energy Group Inc. | |||
MichCon | Michigan Consolidated Gas Company | |||
MPSC | Michigan Public Service Commission | |||
MW | Megawatt | |||
MWh | Megawatthour | |||
PSCR | A power supply cost recovery mechanism authorized by the MPSC that allowed Detroit Edison to recover through rates its fuel, fuel-related and purchased power electric expenses. The clause was suspended under Michigans restructuring legislation signed into law June 5, 2000, which lowered and froze electric customer rates. | |||
SEC | Securities and Exchange Commission | |||
Securitization | A mechanism used by Detroit Edison to refinance specific stranded costs at lower interest rates through the sale of rate reduction bonds. | |||
SFAS | Statement of Financial Accounting Standards | |||
Stranded Costs | Costs incurred by utilities in order to serve customers in a regulated environment, but some of which may not be recoverable if customers switch to alternative suppliers of electricity. |
3
The Detroit Edison Company
Forward-Looking Statements
Certain information presented herein includes forward-looking statements. Forward-looking statements involve certain risks and uncertainties that may cause actual future results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements. Factors that may impact forward-looking statements include, but are not limited to, interest rates, access to the capital markets, the level of borrowings, weather, actual sales, changes in the cost of fuel and purchased power due to the suspension of the PSCR mechanism, the effects of competition and the implementation of electric Customer Choice programs, the implementation of electric utility restructuring in Michigan, environmental and nuclear requirements, the impact of FERC and MPSC proceedings and regulations and the timing of the accretive effects of DTE Energys merger with MCN Energy.
Managements Narrative Analysis of the Results of Operations
The Results of Operations discussion for Detroit Edison is presented in accordance with General Instruction H (2) (a) of Form 10-Q.
Detroit Edison reported earnings of $74 million for the 2002 three-month period, compared to a net loss of $77 million for the same period in 2001. For the six-month period, net income was $167 million compared to $36 million for the same period in 2001. Earnings comparability are affected by $173 million ($113 million net of taxes) of merger and restructuring charges that were recorded in the second quarter of 2001.
New reporting alignment - Beginning in 2002, Detroit Edisons parent company, DTE Energy, realigned its internal and external financial reporting structure into three strategic business units (Energy Resources, Energy Distribution and Energy Gas) that have both regulated and non-regulated operations. This structure is how management sets strategic goals, allocates resources and evaluates performance. The realignment resulted in the following two reportable segments for Detroit Edison:
Energy Resources includes the power generation services of Detroit Edison. Electricity is generated from Detroit Edisons numerous fossil plants or its nuclear plant and sold to residential, commercial, industrial and wholesale customers.
Energy Distribution includes the electric distribution services of Detroit Edison. Energy Distribution distributes electricity generated by Energy Resources and alternative electric suppliers to Detroit Edisons 2.1 million residential, commercial and industrial customers.
4
Managements Narrative Analysis and Results of Operations
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30 | June 30 | ||||||||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||||||
Net Income (Loss) |
|||||||||||||||||
Energy Resources |
$ | 57 | $ | 12 | $ | 128 | $ | 88 | |||||||||
Energy Distribution |
17 | 24 | 39 | 62 | |||||||||||||
74 | 36 | 167 | 150 | ||||||||||||||
Merger and Restructuring Charges, net of tax |
| (113 | ) | | (114 | ) | |||||||||||
Total |
$ | 74 | $ | (77 | ) | $ | 167 | $ | 36 | ||||||||
Energy Resources
Earnings increased $45 million and $40 million during the 2002 three- and six-month periods reflecting higher gross margins due to lower fuel and purchased power costs, partially offset by a decrease in operating revenue. Fuel and purchased power costs reflect favorable energy market prices and an increase in unrealized mark to market gains. The operating revenues decrease was attributable to the impact of a 5% legislatively mandated, securitization based, rate reduction for commercial and industrial customers that began in April 2001. The higher gross margins were partially offset by increased operations and maintenance expenses for health care and pension costs. Depreciation and amortization expense decreased reflecting the extension of the amortization period from seven years to 15 years for certain regulatory assets that were securitized in 2001.
Three Months Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2002 | 2001 | 2002 | 2001 | |||||||||||||
(in Millions) |
||||||||||||||||
Operating revenues |
$ | 654 | $ | 704 | $ | 1,271 | $ | 1,407 | ||||||||
Less: Fuel and purchased
power |
240 | 351 | 428 | 595 | ||||||||||||
Gross margin |
$ | 414 | $ | 353 | $ | 843 | $ | 812 | ||||||||
Net income |
$ | 57 | $ | 12 | $ | 128 | $ | 88 | ||||||||
5
Managements Narrative Analysis and Results of Operations
System output and average fuel and purchased power costs were as follows:
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30 | June 30 | ||||||||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||||||
(in Thousands of MWh) |
|||||||||||||||||
Power generated and purchased |
|||||||||||||||||
Power plant generation |
|||||||||||||||||
Fossil |
9,519 | 9,390 | 18,630 | 19,618 | |||||||||||||
Nuclear |
2,334 | 2,316 | 4,624 | 4,729 | |||||||||||||
Purchased power |
2,178 | 1,736 | 3,818 | 3,268 | |||||||||||||
System output |
14,031 | 13,442 | 27,072 | 27,615 | |||||||||||||
Average unit cost ($/MWh) |
|||||||||||||||||
Generation (1) |
$ | 12.64 | $ | 12.03 | $ | 12.41 | $ | 12.20 | |||||||||
Purchased power (2) |
$ | 37.77 | $ | 69.96 | $ | 34.48 | $ | 57.47 | |||||||||
(1) | Represents fuel costs associated with power plants. | ||
(2) | The average purchased power amounts include hedging activities. |
Outlook Regulatory changes have resulted and will continue to result in increased competition in the electric generation business. Effective January 1, 2002, the electric Customer Choice program was expanded whereby all electric customers can choose to purchase their electricity from suppliers other than their local utility. Detroit Edison expects to lose 5% to 8% of its retail sales as a result of customers choosing to participate in the electric Customer Choice program during 2002. To the extent Detroit Edison experiences net stranded costs as a result of customers switching to an alternative electric supplier, Michigan legislation provides for the recovery of such stranded costs. Detroit Edison disagrees with the MPSCs methodology for determining and recovering net stranded costs and has asked for rehearing, clarification and substantial changes on certain aspects of the applicable order. In May 2002, the MPSC denied Detroit Edisons request for rehearing and clarification on certain aspects of the order. In June 2002, Detroit Edison filed an appeal of the MPSC order at the Michigan Court of Appeals. See Note 3.
Energy Distribution
Earnings declined $7 million and $23 million during the 2002 three- and six-month periods due primarily to increased operation and maintenance expenses. The increased operation and maintenance expenses are attributable to higher health care and pension costs, heat-related maintenance costs on the distribution system and costs associated with restoring power to customers who lost service during two storms in the 2002 six-month period. Operating revenues increased due primarily to higher residential sales due to warm June weather.
6
Managements Narrative Analysis and Results of Operations
Three Months Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2002 | 2001 | 2002 | 2001 | |||||||||||||
(in Millions) |
||||||||||||||||
Operating revenues |
$ | 308 | $ | 288 | $ | 621 | $ | 609 | ||||||||
Net income |
$ | 17 | $ | 24 | $ | 39 | $ | 62 | ||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
Electric Sales and Deliveries | June 30 | June 30 | ||||||||||||||
2002 | 2001 | 2002 | 2001 | |||||||||||||
(in Thousands of MWh) |
||||||||||||||||
Electric Sales |
||||||||||||||||
Residential |
3,527 | 3,236 | 7,247 | 6,906 | ||||||||||||
Commercial |
4,718 | 4,753 | 9,060 | 9,255 | ||||||||||||
Industrial |
3,537 | 3,649 | 6,869 | 7,323 | ||||||||||||
Wholesale |
550 | 537 | 1,092 | 1,116 | ||||||||||||
Other |
85 | 92 | 197 | 187 | ||||||||||||
12,417 | 12,267 | 24,465 | 24,787 | |||||||||||||
Electric Choice (delivery only) |
761 | 406 | 1,642 | 572 | ||||||||||||
Total Electric Sales and Deliveries |
13,178 | 12,673 | 26,107 | 25,359 | ||||||||||||
Outlook Regulated electric system deliveries are expected to increase in 2002 due to the economic recovery and continue to grow beginning in 2003. Operating results will vary as a result of various external factors such as weather, changes in economic conditions and the severity and frequency of storms.
CAPITAL RESOURCES AND LIQUIDITY
Six Months Ended | |||||||||
June 30 | |||||||||
2002 | 2001 | ||||||||
Cash and Cash Equivalents |
|||||||||
(in Millions) |
|||||||||
Cash Flow From (Used For) |
|||||||||
Operating activities |
$ | 209 | $ | 602 | |||||
Investing activities |
(363 | ) | (489 | ) | |||||
Financing activities |
(41 | ) | (115 | ) | |||||
Net Decrease in Cash and Cash Equivalents |
$ | (195 | ) | $ | (2 | ) | |||
7
Managements Narrative Analysis and Results of Operations
Operating Activities
Net cash from operating activities decreased $393 million in the 2002 six-month period due to higher working capital levels, incremental storm restoration costs and the impact of the 5% rate reduction as part of securitization.
Higher working capital levels reflect increased customer receivables of $117 million, largely the result of the impact of the economy on collections. Management expects lower receivables outstanding by year end. Increased sales due to warm June weather also contributed to the higher receivable balance. In addition, lower accounts payable levels represents the internal focus on managing external payments and taking greater advantage of purchase discounts.
Investing Activities
Net cash used for investing activities decreased $126 million in the 2002 six-month period due to lower investments in regulatory assets associated with securitizing the companys Fermi 2 power generation facility in March 2001. Partially offsetting this decrease are higher plant and equipment expenditures associated with new air quality regulations which require the reduction in nitrogen oxide levels. Additional cash that was restricted for debt redemptions also affected the comparison.
Financing Activities
Net cash used for financing activities decreased $74 million during the 2002 six-month period. This change is due primarily to the issuance of $1.75 billion of securitization bonds in 2001 and changes in short-term borrowings, redemptions of long-term debt and repurchases of common stock.
ENVIRONMENTAL MATTERS
EPA ozone transport regulations and final new air quality standards relating to ozone and particulate air pollution will impact the Company. Detroit Edison has spent approximately $348 million through June 2002 and estimates that it will incur an additional $400 to $500 million of future capital expenditures over the next three years to comply.
NEW ACCOUNTING PRONOUNCEMENTS
During 2001, the Financial Accounting Standards Board (FASB) issued new accounting pronouncements concerning business combinations, goodwill and other intangible assets, asset retirement obligations and impairment or disposal of long-lived assets. See Note 6 for a discussion of Detroit Edisons evaluation of the adoption of these new accounting pronouncements.
8
The Detroit Edison Company
Consolidated Statement of Operations (Unaudited)
Three Months | Six Months | |||||||||||||||||
Ended | Ended | |||||||||||||||||
June 30 | June 30 | |||||||||||||||||
2002 | 2001 | 2002 | 2001 | |||||||||||||||
(in Millions) |
||||||||||||||||||
Operating Revenues |
$ | 962 | $ | 992 | $ | 1,892 | $ | 2,016 | ||||||||||
Operating Expenses |
||||||||||||||||||
Fuel and purchased power |
239 | 354 | 440 | 623 | ||||||||||||||
Operation and maintenance |
328 | 280 | 612 | 534 | ||||||||||||||
Depreciation and amortization |
138 | 160 | 285 | 334 | ||||||||||||||
Taxes other than income |
65 | 72 | 137 | 151 | ||||||||||||||
Merger and restructuring charges |
| 173 | | 175 | ||||||||||||||
Total Operating Expenses |
770 | 1,039 | 1,474 | 1,817 | ||||||||||||||
Operating Income (Loss) |
192 | (47 | ) | 418 | 199 | |||||||||||||
Interest Expense and Other |
||||||||||||||||||
Interest expense |
78 | 78 | 156 | 150 | ||||||||||||||
Other net |
1 | | 11 | 5 | ||||||||||||||
Total Interest Expense and Other |
79 | 78 | 167 | 155 | ||||||||||||||
Income (Loss) Before Income Taxes |
113 | (125 | ) | 251 | 44 | |||||||||||||
Income Tax Provision (Benefit) |
39 | (48 | ) | 84 | 5 | |||||||||||||
Income (Loss) Before Accounting Change |
74 | (77 | ) | 167 | 39 | |||||||||||||
Cumulative Effect of Accounting Change |
| | | (3 | ) | |||||||||||||
Net Income (Loss) |
$ | 74 | $ | (77 | ) | $ | 167 | $ | 36 | |||||||||
See Notes to Consolidated Financial Statements (Unaudited)
9
The Detroit Edison Company
Consolidated Statement of Financial Position
June 30 | ||||||||||
2002 | December 31 | |||||||||
(Unaudited) | 2001 | |||||||||
(in Millions) |
||||||||||
Assets |
||||||||||
Current Assets |
||||||||||
Cash and cash equivalents |
$ | 20 | $ | 215 | ||||||
Restricted cash |
73 | 68 | ||||||||
Accounts receivable |
||||||||||
Customer (less allowance for doubtful accounts of $40 and
$27, respectively) |
390 | 356 | ||||||||
Accrued unbilled revenues |
178 | 130 | ||||||||
Other |
88 | 95 | ||||||||
Inventories |
||||||||||
Fuel |
162 | 162 | ||||||||
Materials and supplies |
125 | 127 | ||||||||
Other |
43 | 12 | ||||||||
1,079 | 1,165 | |||||||||
Investments |
||||||||||
Nuclear decommissioning trust funds |
413 | 417 | ||||||||
Other |
100 | 97 | ||||||||
513 | 514 | |||||||||
Property |
||||||||||
Property, plant and equipment |
11,626 | 11,353 | ||||||||
Property under capital leases |
220 | 219 | ||||||||
11,846 | 11,572 | |||||||||
Less accumulated depreciation |
(5,186 | ) | (5,010 | ) | ||||||
6,660 | 6,562 | |||||||||
Other Assets |
||||||||||
Regulatory assets |
1,130 | 1,138 | ||||||||
Securitized regulatory assets |
1,656 | 1,692 | ||||||||
Prepaid pensions |
109 | 106 | ||||||||
Other |
80 | 76 | ||||||||
2,975 | 3,012 | |||||||||
Total Assets |
$ | 11,227 | $ | 11,253 | ||||||
See Notes to Consolidated Financial Statements (Unaudited)
10
The Detroit Edison Company
Consolidated Statement of Financial Position
June 30 | |||||||||
2002 | December 31 | ||||||||
(Unaudited) | 2001 | ||||||||
(in Millions, Except Shares) |
|||||||||
Liabilities and Shareholders Equity |
|||||||||
Current Liabilities |
|||||||||
Accounts payable |
$ | 249 | $ | 303 | |||||
Accrued interest |
91 | 85 | |||||||
Dividends payable |
74 | 74 | |||||||
Accrued payroll |
88 | 89 | |||||||
Short-term borrowings |
200 | | |||||||
Deferred income taxes |
161 | 121 | |||||||
Current portion long-term debt, including capital leases |
375 | 215 | |||||||
Liabilities from risk management activities |
33 | 36 | |||||||
Other |
178 | 291 | |||||||
1,449 | 1,214 | ||||||||
Other Liabilities |
|||||||||
Deferred income taxes |
1,746 | 1,749 | |||||||
Unamortized investment tax credit |
152 | 156 | |||||||
Nuclear decommissioning |
413 | 417 | |||||||
Other |
445 | 461 | |||||||
2,756 | 2,783 | ||||||||
Long-Term Debt |
|||||||||
Mortgage bonds, notes and other |
2,836 | 3,038 | |||||||
Securitization bonds |
1,625 | 1,673 | |||||||
Capital lease obligations |
85 | 87 | |||||||
4,546 | 4,798 | ||||||||
Contingencies (Note 4) |
|||||||||
Shareholders Equity |
|||||||||
Common stock, $10 par value, 400,000,000 shares
authorized, and 134,287,832 shares
issued and outstanding |
1,343 | 1,343 | |||||||
Premium on common stock |
507 | 507 | |||||||
Common stock expense |
(44 | ) | (44 | ) | |||||
Accumulated other comprehensive loss |
(24 | ) | (23 | ) | |||||
Retained earnings |
694 | 675 | |||||||
2,476 | 2,458 | ||||||||
Total Liabilities and Shareholders Equity |
$ | 11,227 | $ | 11,253 | |||||
See Notes to Consolidated Financial Statements (Unaudited)
11
The Detroit Edison Company
Consolidated Statement of Cash Flows (Unaudited)
Six Months Ended | |||||||||||
June 30 | |||||||||||
2002 | 2001 | ||||||||||
(in Millions) |
|||||||||||
Operating Activities |
|||||||||||
Net Income |
$ | 167 | $ | 36 | |||||||
Adjustments to reconcile net income to net cash from
operating activities: |
|||||||||||
Depreciation and amortization |
285 | 334 | |||||||||
Merger and restructuring charge |
| 150 | |||||||||
Changes in current assets and liabilities: |
|||||||||||
Accounts receivable |
(72 | ) | 45 | ||||||||
Inventories |
2 | 15 | |||||||||
Prepaid pensions |
(3 | ) | (17 | ) | |||||||
Prepaid property taxes |
(29 | ) | (29 | ) | |||||||
Payables |
(36 | ) | (64 | ) | |||||||
Risk
management activities |
| 51 | |||||||||
Other |
(105 | ) | 81 | ||||||||
Net cash from operating activities |
209 | 602 | |||||||||
Investing Activities |
|||||||||||
Plant and equipment expenditures |
(313 | ) | (287 | ) | |||||||
Restricted cash for debt redemptions |
(6 | ) | (30 | ) | |||||||
Other investments |
(44 | ) | (172 | ) | |||||||
Net cash used for investing activities |
(363 | ) | (489 | ) | |||||||
Financing Activities |
|||||||||||
Issuance of long-term debt |
| 1,750 | |||||||||
Redemption of long-term debt |
(87 | ) | (615 | ) | |||||||
Short-term borrowings, net |
200 | (232 | ) | ||||||||
Capital lease obligations |
(6 | ) | (11 | ) | |||||||
Repurchase of common stock |
| (848 | ) | ||||||||
Dividends on common stock |
(148 | ) | (159 | ) | |||||||
Net cash used for financing activities |
(41 | ) | (115 | ) | |||||||
Net Decrease in Cash and Cash Equivalents |
(195 | ) | (2 | ) | |||||||
Cash and Cash Equivalents at Beginning of the Period |
215 | 24 | |||||||||
Cash and Cash Equivalents at End of the Period |
$ | 20 | $ | 22 | |||||||
Supplementary Cash Flow Information |
|||||||||||
Interest paid (excluding interest capitalized) |
$ | 150 | $ | 122 | |||||||
Income taxes paid |
55 | 80 |
See Notes to Consolidated Financial Statements (Unaudited)
12
The Detroit Edison Company
Consolidated Statement of Changes in Shareholders Equity (Unaudited)
Premium | Accumulated | |||||||||||||||||||||||||||
Common Stock | On | Common | Other | |||||||||||||||||||||||||
Common | Stock | Retained | Comprehensive | |||||||||||||||||||||||||
Shares | Amount | Stock | Expense | Earnings | Loss | Total | ||||||||||||||||||||||
(Dollars in Millions,
Shares in Thousands) |
||||||||||||||||||||||||||||
Balance, January 1, 2002 |
134,288 | 1,343 | 507 | (44 | ) | $ | 675 | $ | (23 | ) | $ | 2,458 | ||||||||||||||||
Net income |
| | | | 167 | | 167 | |||||||||||||||||||||
Dividends declared on
common stock |
| | | | (148 | ) | | (148 | ) | |||||||||||||||||||
Net change in unrealized losses
on derivatives, net of tax |
| | | | | (1 | ) | (1 | ) | |||||||||||||||||||
Balance, June 30, 2002 |
134,288 | 1,343 | $ | 507 | $ | (44 | ) | $ | 694 | $ | (24 | ) | $ | 2,476 | ||||||||||||||
The following table displays comprehensive income for six-month periods in 2002 and 2001:
2002 | 2001 | ||||||||||
(in Millions) |
|||||||||||
Net income |
$ | 167 | $ | 36 | |||||||
Other comprehensive loss, net of tax: |
|||||||||||
Net unrealized gains (losses) on derivatives: |
|||||||||||
Cumulative effect of a change in accounting principle, net of taxes of $6 |
| 13 | |||||||||
Losses arising during the year, net of taxes of $3 and $25, respectively |
(6 | ) | (47 | ) | |||||||
Amounts reclassified to earnings, net of taxes of $3 and $2, respectively |
5 | 3 | |||||||||
Total other comprehensive loss |
(1 | ) | (31 | ) | |||||||
Comprehensive income |
$ | 166 | $ | 5 | |||||||
See Notes to Consolidated Financial Statements (Unaudited)
13
The Detroit Edison Company
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 GENERAL
These consolidated financial statements (unaudited) should be read in conjunction with the notes to consolidated financial statements included in the Annual Report to the Securities and Exchange Commission on Form 10-K.
The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America. In connection with their preparation, management makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
The consolidated financial statements are unaudited, but in the opinion of the Companys management, include all adjustments necessary for a fair statement of the results for the interim periods. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year.
Certain prior year balances have been reclassified to conform to the current years presentation.
NOTE 2 MERGER AND RESTRUCTURING CHARGES
On May 31, 2001, Detroit Edisons parent company, DTE Energy, completed the acquisition of MCN Energy. Detroit Edison incurred merger-related charges and restructuring charges associated with the acquisition. The merger-related charges of $10 million ($7 million after tax) in the 2001 three-month period and $12 million ($8 million after tax) in the 2001 six-month period, consisted primarily of system integration, relocation, legal, accounting and consulting costs. Restructuring charges of $163 million ($106 million after tax) in the 2001 three-month period, were primarily associated with a work force reduction plan. The plan included early retirement incentives along with voluntary separation arrangements for 890 employees, primarily in overlapping corporate support functions. The merger and restructuring costs had the effect of decreasing Detroit Edisons earnings by $173 million ($113 million after tax) and $175 million ($114 million after tax) for the 2001 three- and six-month periods, respectively.
NOTE 3 REGULATORY MATTERS
Electric Industry Restructuring
The MPSC initiated a case to determine the methodology of calculating net stranded costs as required by Public Act (PA) 141. As a result of an MPSC order in December 2001, Detroit Edison would recover the net stranded costs associated with its electric generation operations. Specifically, there would be an annual filing with the MPSC comparing actual revenues from generation services to the revenue requirements, including an allowance for the cost of capital, to recover the costs of generation services. The MPSC, in its orders, determined that Detroit Edison had no stranded costs using 2000 data, and consequently established a zero 2002 transition charge. The MPSC authorized Detroit Edison to establish a deferred regulatory asset in order to recover its 2002 incurred stranded cost in a subsequent annual net stranded cost filing. The MPSC also determined that Detroit Edison should provide a full and offsetting credit for the securitization and tax charges applied to electric Customer Choice bills in 2002 and maintained an additional credit on electric
14
Notes to Consolidated Financial Statements (Unaudited)
Customer Choice bills equivalent to the 5% rate reduction benefiting full service customers, both funded by savings derived from securitization. This order combined with lower wholesale power prices has encouraged additional customer participation in the electric Customer Choice program and has resulted in the loss of margins from providing generation services. In May 2002, the MPSC denied Detroit Edisons request for rehearing and clarification on certain aspects of the order. In June 2002, Detroit Edison filed an appeal of the MPSC order at the Michigan Court of Appeals, challenging the legality of the MPSC order.
In May 2002, Detroit Edison submitted its 2002 annual net stranded cost filing with the MPSC. The filing provides refinements to the MPSC Staffs calculation of net stranded costs, seeks more timely recovery of stranded costs and responds to the issue of securitization offsets and rate equalization credits. Detroit Edisons filing supports the following conclusions: (i) Detroit Edison had no recoverable stranded costs in 2000, however when 2001 data is incorporated into the approved methodology, Detroit Edison has recoverable stranded costs attributable to electric Customer Choice of $13 million for 2001; (ii) Detroit Edison requested the recovery of 2001 net stranded costs through use of excess residual securitization savings; (iii) Detroit Edison expects to incur additive net stranded costs during 2002 and 2003 as a result of increased electric Customer Choice participation; and (iv) a pro-forma transition charge should be approved for billing during the remainder of 2002 and for 2003 to eliminate the time lag between the incidence and recovery of stranded costs inherent in the previously approved methodology.
In another December 2001 order, the MPSC finalized the prices, terms and conditions contained in the Retail Access Service Tariff (RAST). Detroit Edison requested rehearing and clarification on certain aspects of the order. In an order issued in April 2002, the MPSC modified its December 2001 order approving Detroit Edisons RAST and reduced the requirements imposed on Detroit Edison in the December 2001 order concerning meter installation, meter reading and computer system enhancements for customers that elect to participate in the electric Customer Choice program.
In several orders issued in June 2000, the MPSC determined that adjusting rates for changes in fuel and purchased power expenses through continuance of the PSCR clause would be inconsistent with the rate freeze required by PA 141. Detroit Edison was not permitted to collect the 1998 PSCR under-recovery of $9 million, plus accrued interest of $3 million. Also, Detroit Edison was not required to refund approximately $55 million of liabilities for over-recoveries of PSCR expenses for 1999 and 2000, and disallowances under the Fermi 2 performance standard mechanism. In January and March 2002, the Michigan Court of Appeals rejected appeals and motions for rehearing filed by parties opposing the MPSCs actions in this proceeding. In March 2002, the Michigan Attorney General applied for leave to appeal at the Michigan Supreme Court. The court has not yet determined whether or not it will hear the case.
15
Notes to Consolidated Financial Statements (Unaudited)
Other
In accordance with a November 1997 MPSC order, Detroit Edison reduced rates by $53 million annually to reflect the scheduled reduction in the revenue requirement for Fermi 2. The $53 million reduction was effective in January 1999. In addition, the November 1997 MPSC order authorized the deferral of $30 million of storm damage costs and amortization and recovery of the costs over a 24-month period commencing January 1998. After various legal appeals, the Michigan Court of Appeals remanded back to the MPSC for hearing the November 1997 order. In December 2000, the MPSC issued an order reopening the case for hearing. The parties in the case have agreed to a stipulation of fact and waiver of hearing. In June 2002, the MPSC issued an order modifying in part, and reaffirming in part, previous orders which allowed Detroit Edison to amortize and collect in rates the storm damage costs incurred in 1997. The MPSC modified its 1997 order regarding the calculation of the storm damage costs, and in doing so ordered Detroit Edison to refund approximately $1.5 million after January 1, 2004. The 2004 refund will also include interest accrued from January 1, 2000 at Detroit Edisons authorized rate of return. In July 2002, the Michigan Attorney General filed a claim of appeal at the Michigan Court of Appeals regarding the June 2002 MPSC order.
Detroit Edison is unable to predict the outcome of the regulatory matters discussed herein. Resolution of these matters is dependent upon future MPSC orders, which may impact the financial position and results of operations of Detroit Edison.
NOTE 4 CONTINGENCIES
Personal Property Taxes
Detroit Edison and other Michigan utilities have asserted that Michigans valuation tables result in the substantial overvaluation of utility personal property. Valuation tables established by the Michigan State Tax Commission (STC) are used to determine the taxable value of personal property based on the propertys age. In November 1999, the STC approved new valuation tables that more accurately recognize the value of a utilitys personal property. The new tables became effective in 2000 and are currently used to calculate property tax expense. However, several local taxing jurisdictions have taken legal action attempting to prevent the STC from implementing the new valuation tables and have continued to prepare assessments based on the superseded tables. The legal actions regarding the appropriateness of the new tables were before the Michigan Tax Tribunal (MTT) which, in April 2002, issued its decision essentially affirming the validity of the STCs new tables. In June 2002, petitioners in the case filed an appeal of the MTTs decision with the Michigan Court of Appeals.
Other
Detroit Edison purchases and sells electricity to numerous companies operating in the steel, automotive, energy and retail industries. During 2001 and 2002, a number of customers have filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code, including certain Enron Corporation affiliates and National Steel Company. Management regularly reviews contingent matters relating to purchase and sale contracts and records provisions for amounts considered probable of loss. Management believes its previously accrued amounts are adequate for losses that are probable of occurring. The final resolution of these matters are not expected to have a material effect on Detroit Edisons financial statements in the period they are resolved.
16
Notes to Consolidated Financial Statements (Unaudited)
NOTE 5 DEBT COVENANTS
Detroit Edisons bank financing arrangements require it to maintain a debt to total capitalization ratio (as defined) of no more than .65 to 1 and an earnings before interest, taxes, depreciation and amortization (EBITDA) to interest ratio of no less than 2 to 1. Additionally, financing arrangements contain cross-default provisions which would occur if Detroit Edison fails to pay principal or interest on a timely basis. Detroit Edison is currently in compliance with these financial covenants.
NOTE 6 NEW ACCOUNTING PRONOUNCEMENTS
Goodwill and Other Intangible Assets - Effective January 1, 2002, Detroit Edison adopted SFAS No. 142, Goodwill and Other Intangible Assets, which addresses the financial accounting and reporting standards for the acquisition of intangible assets outside of a business combination and for goodwill and other intangible assets subsequent to their acquisition. As of the date of adoption, Detroit Edison had no goodwill.
In connection with the adoption of SFAS No. 142, Detroit Edison also reassessed the useful lives and the classification of identifiable intangible assets and determined that they continue to be appropriate. Detroit Edisons intangible assets consist primarily of software and are subject to amortization. Intangible assets amortization expense was approximately $9 million and $18 million in the second quarter and six-month period, respectively, compared with approximately $10 million and $19 million for the comparable 2001 periods. There were no material acquisitions of intangible assets during the 2002 six-month period. The gross carrying amount and accumulated amortization of intangible assets at June 30, 2002 were $337 million and $251 million, respectively. Amortization expense of intangible assets is estimated to be $36 million annually for 2002 through 2006.
Asset Retirement Obligations - In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. This statement requires that the fair value of an asset retirement obligation be recognized in the period in which it is incurred. The associated asset retirement costs would be capitalized as part of the carrying amount of the long-lived asset. It would apply to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. Detroit Edison will adopt this statement in January 2003 and has not yet determined the impact of this statement on the consolidated financial statements.
Long-Lived Assets - On January 1, 2002, Detroit Edison adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, but retains the fundamental provisions for recognizing and measuring impairment of long-lived assets to be held and used or disposed of by sale. The statement also supersedes the accounting and reporting provisions for the disposal of a segment of a business. SFAS No. 144 eliminates the conflict between accounting models for treating the disposition of long-lived assets that existed between SFAS No. 121 and the guidance for a segment of a business accounted for as a discontinued operation by adopting the methodology established in SFAS No. 121, and also resolves implementation issues related to SFAS No. 121. The adoption of the statement did not have an impact on the consolidated financial statements of Detroit Edison.
17
Notes to Consolidated Financial Statements (Unaudited)
NOTE 6 SEGMENT INFORMATION
During 2002, Detroit Edisons parent company, DTE Energy, realigned its financial reporting structure into strategic business units that provide various regulated and non-regulated energy services. The realignment resulted in the following two reportable segments for Detroit Edison. Inter-segment revenues are not material.
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30 | June 30 | ||||||||||||||||
(in Millions) | 2002 | 2001 | 2002 | 2001 | |||||||||||||
Operating Revenues |
|||||||||||||||||
Energy Resources |
$ | 654 | $ | 704 | $ | 1,271 | $ | 1,407 | |||||||||
Energy Distribution |
308 | 288 | 621 | 609 | |||||||||||||
Total |
$ | 962 | $ | 992 | $ | 1,892 | $ | 2,016 | |||||||||
Net Income (Loss) |
|||||||||||||||||
Energy Resources |
$ | 57 | $ | 12 | $ | 128 | $ | 88 | |||||||||
Energy Distribution |
17 | 24 | 39 | 62 | |||||||||||||
74 | 36 | 167 | 150 | ||||||||||||||
Merger and Restructuring Charges, net of tax |
| (113 | ) | | (114 | ) | |||||||||||
Total |
$ | 74 | $ | (77 | ) | $ | 167 | $ | 36 | ||||||||
18
INDEPENDENT ACCOUNTANTS REPORT
To the Board of Directors and Shareholder of
The Detroit Edison Company
We have reviewed the accompanying condensed consolidated statement of financial position of The Detroit Edison Company and subsidiaries as of June 30, 2002, and the related condensed consolidated statement of operations for the three-month and six-month periods ended June 30, 2002 and 2001, the condensed consolidated statement of cash flows for the six-month periods ended June 30, 2002 and 2001, and the condensed consolidated statement of changes in shareholders equity for the six-month period ended June 30, 2002. These financial statements are the responsibility of The Detroit Edison Companys management.
We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated statement of financial position of The Detroit Edison Company and subsidiaries as of December 31, 2001, and the related consolidated statements of operations, cash flows and changes in shareholders equity for the year then ended (not presented herein); and in our report dated February 26, 2002, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2001 is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.
/s/ DELOITTE & TOUCHE LLP
Detroit, Michigan
July 30, 2002
19
Exhibits and Reports on Form 8-K
(a) | Exhibits. |
(i) | Exhibits filed herewith. |
Exhibit | ||||||
Number | Description | |||||
15-21 | Awareness Letter of Deloitte & Touche LLP. | |||||
99-1 | Chief Executive Officer Certification of Periodic Report. | |||||
99-2 | Chief Financial Officer Certification of Periodic Report. | |||||
(ii) | Exhibits incorporated herein by reference. | |||||
None. | ||||||
(b) | Reports on Form 8-K. | |||||
None. |
20
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE DETROIT EDISON COMPANY | ||||||
Date: | August 14, 2002 | By: | /s/ DANIEL G. BRUDZYNSKI | |||
Daniel G. Brudzynski | ||||||
Chief Accounting Officer, | ||||||
Vice President and Controller |
21
The Detroit Edison Company
Quarterly Report on Form 10-Q for Quarter Ended June 30, 2002
File No.1-2198
Exhibit Index
Exhibit | ||
Number | Description | |
15.21 | Awareness Letter of Deloitte & Touche LLP regarding their report Report dated August 14, 2002. | |
99.l | Chief Executive Officer Certification of Periodic Report. | |
99.2 | Chief Financial Officer Certification of Periodic Report. |