UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND
IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
- ----------- -------------------------------------- ------------------
333-31250 JCP&L TRANSITION FUNDING LLC 75-2998870
(A Delaware Limited Liability Company)
103 Foulk Road, Suite 202
Wilmington, DE 19803-3742
Telephone (302) 691-6118
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------- ------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act):
Yes No X
-------- ------
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant as of June 30, 2003 was $0.
The registrant is a wholly owned subsidiary of Jersey Central Power &
Light Company. The registrant meets the conditions set forth in General
Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Annual
Report on Form 10-K with the reduced disclosure format.
Documents incorporated by reference: Not Applicable.
FORM 10-K
TABLE OF CONTENTS
Page
----
Part I
Item 1. Business ................................................... 1
Item 2. Properties.................................................. 1
Item 3. Legal Proceedings........................................... 1
Item 4. Submission of Matters to a Vote of Security Holders......... 1
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters ................................ 2
Item 6. Selected Financial Data .................................... 2
Item 7. Management's Narrative Analysis of Results
of Operations............................................... 2-3
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk........................................... 3
Item 8. Financial Statements and Supplementary Data.................3-10
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure...................... 11
Item 9A Controls and Procedures .................................... 11
Part III
Item 10. Directors and Executive Officers of the Registrant ......... 11
Item 11. Executive Compensation ..................................... 11
Item 12. Security Ownership of Certain Beneficial
Owners and Management ...................................... 11
Item 13. Certain Relationships and Related Transactions ............. 11
Item 14. Principal Accounting Fees and Services...................... 12
Part IV
Item 15. Exhibits, Financial Statement Schedules
and Reports on Form 8-K .................................... 12
PART I
JCP&L TRANSITION FUNDING LLC
ITEM 1. BUSINESS
JCP&L Transition Funding LLC (Company), a Delaware limited liability
company, was formed on February 24, 2000. The Company is a wholly owned
subsidiary of Jersey Central Power & Light Company (JCP&L). JCP&L is a wholly
owned electric utility operating subsidiary of FirstEnergy Corp.
On February 6, 2002, JCP&L received a bondable stranded costs rate
order (Financing Order) from the New Jersey Board of Public Utilities (NJBPU)
authorizing the issuance of $320 million of transition bonds to securitize the
recovery of bondable stranded costs associated with the previously divested
Oyster Creek Nuclear Generating Station. The Financing Order was issued in
accordance with the Electric Discount and Energy Competition Act enacted by the
State of New Jersey in February 1999.
On June 11, 2002, the Company issued $320 million of Series 2002-A
Transition Bonds (Bonds), in four classes, to securitize the recovery of
bondable stranded costs associated with the previously divested Oyster Creek
Nuclear Generating Station. The Class A-1 through Class A-4 Bonds have scheduled
maturities ranging from 2007 through 2017, and final maturities ranging from
2009 through 2019. The Company used the proceeds of the issuance to pay expenses
of the issuance and to purchase bondable transition property (BTP).
The Company was organized for the sole purpose of purchasing and owning
BTP, issuing transition bonds to fund the purchase of BTP, pledging its interest
in BTP and other collateral to The Bank of New York, as trustee for the Bonds
(Trustee), under an indenture between the Company and the Trustee (Indenture) to
collateralize the Bonds, and performing activities that are necessary, suitable
or convenient to accomplish these purposes. BTP represents the irrevocable
statutory right to charge, collect and receive, and be paid from collections of,
a non-bypassable transition bond charge (TBC) from JCP&L's electric customers
pursuant to the Financing Order. The Financing Order authorizes the TBC
collections to be sufficient to recover the $320 million aggregate principal
amount of the Bonds, plus an amount sufficient to provide for any credit
enhancement, to fund any reserves and to pay financing costs, redemption
premiums, if any, servicing fees and other expenses relating to the Bonds.
The Company's organizational documents require it to operate in a
manner so that it should not be consolidated in the bankruptcy estate of JCP&L
in the event JCP&L becomes subject to a bankruptcy proceeding. Both JCP&L and
the Company have treated the transfer of BTP to the Company as a sale under
applicable law. Accordingly, for financial reporting purposes, the Company has
recorded the acquired BTP as an intangible asset and the Bonds are recorded as
debt obligation. For federal income tax and State of New Jersey income and
corporate business tax purposes, the transfer of BTP to the Company is being
treated as a financing arrangement and not as a sale. Under applicable law, the
Bonds are recourse only to the Company and are not secured by the assets of
JCP&L.
The Company has no paid employees, and has entered into a servicing
agreement with JCP&L which requires JCP&L, as Servicer, to manage and administer
the BTP of the Company and to collect the TBC on behalf of the Company.
ITEM 2. PROPERTIES
The Company has no physical property. The Company's primary asset is
the BTP described above in Item 1.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted, as the Company meets the conditions set forth in General
Instruction I(1) of Form 10-K.
1
PART II
JCP&L TRANSITION FUNDING LLC
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established market for public trading of the Company's
equity securities since all of the Company's equity interests are owned by
JCP&L, as sole member.
The Company may not make any payments, distributions or dividends to
any member of the Company with respect to its equity interest in the Company
except in accordance with the Indenture.
The Bonds are not registered on any national securities exchange and
are not traded on any established trading market.
ITEM 6. SELECTED FINANCIAL DATA
Omitted, as the Company meets the conditions set forth in General
Instruction I(1) of Form 10-K.
ITEM 7. MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
Certain information required under Item 7 has been omitted from this
report as the Company meets the conditions set forth in General Instruction I(1)
of Form 10-K. Instead, the Company has included in this Form 10-K a narrative
analysis of its results of operations in accordance with General Instruction
I(2)(a) of Form 10-K.
Forward-Looking Statements
- --------------------------
This Form 10-K includes forward-looking statements based on information
currently available to management. Such statements are subject to certain risks
and uncertainties. These statements typically contain, but are not limited to,
the terms "anticipate", "potential", "expect", "believe", "estimate" and similar
words. Actual results may differ materially due to national or regional economic
conditions; changes in market demand and prices for energy; legislative and
regulatory developments; new technologies (including distributed generation);
weather variations affecting customer energy usage; the effect of continued
electric industry restructuring; operating performance of third party suppliers;
the payment patterns of customers, including the rate of delinquencies; and the
outcomes of legal proceedings.
Background
- ----------
In accordance with the Electric Discount and Energy Competition Act
enacted by the State of New Jersey in February 1999, the NJBPU is authorized to
issue "bondable stranded cost rate orders," approving, among other things, the
issuance of transition bonds to recover bondable stranded costs and related
expenses of an electric public utility.
In February 2000, the Company, a Delaware limited liability company and
a wholly owned subsidiary of JCP&L, was organized for the sole purpose of
purchasing and owning BTP and issuing transition bonds secured by the BTP. BTP
represents the irrevocable right to charge, collect and receive, and be paid
from collections of, a non-bypassable TBC from JCP&L's electric customers
pursuant to a bondable stranded costs rate order. The Company's organizational
documents require it to operate in a manner so that it should not be
consolidated in the bankruptcy estate of JCP&L in the event JCP&L becomes
subject to a bankruptcy proceeding.
On February 6, 2002, JCP&L received a Financing Order from the NJBPU
authorizing the issuance of $320 million of transition bonds to securitize the
recovery of bondable stranded costs associated with the previously divested
Oyster Creek Nuclear Generating Station.
Issuance of Transition Bonds
- ----------------------------
In June 2002, the Company acquired BTP from JCP&L and issued $320
million of Bonds, Series 2002-A, Class A-1 through Class A-4, with scheduled
maturities ranging from 2007 through 2017, and final maturities ranging from
2009 through 2019. The Financing Order authorizes the TBC collections to be
2
sufficient to recover the $320 million aggregate principal amount of the Bonds,
plus an amount sufficient to provide for any credit enhancement, to fund any
reserves and to pay interest (including financing costs), redemption premiums,
if any, servicing fees and other expenses relating to the Bonds.
Results of Operations
- ---------------------
The Company did not have results of operations for the five-month
period ending May 31, 2002 and the year ended December 31, 2001.
Revenues
The Company did not earn revenues prior to purchasing BTP and issuing
the Bonds on June 11, 2002. Due to twelve months of collections in 2003,
revenues increased to $36.8 million for the year ended December 31, 2003
compared to $23.6 million for the same period in 2002, all TBC revenues
collected from JCP&L customers and recognized during the year.
Expenses
Expenses for amortizing BTP (which are based on TBC revenue
collections) increased to $19.5 million for the year ended December 31, 2003
compared to $13.9 million for the same period in 2002. Interest expenses
increased to $17.0 million in 2003 compared to $9.5 million for the same period
in 2002, representing accrued interest on the Bonds.
Liquidity
- ---------
Substantially all of the Company's revenues are derived from the TBC,
the collection of which was authorized by the NJBPU in the Financing Order, and
which is currently being collected from JCP&L customers. The Company has risk
exposure related to consumption forecasting by JCP&L and unanticipated
delinquencies or write-offs of JCP&L customer receivables, all of which could
result in insufficient TBC collections and thus insufficient funds available to
make scheduled payments on the Bonds and provide other credit support. A
potential shortfall or excess of TBC collections could occur because the TBC
rate assessed to JCP&L's customers is based on estimates of electricity
consumption, customer delinquencies and write-offs. The NJBPU is required to
make annual adjustments to the TBC upon petition by JCP&L, in its capacity as
Servicer on behalf of the Company, to provide sufficient revenues to make
scheduled payments on the Bonds and provide other credit support. The Servicing
Agreement requires that JCP&L make those petitions.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is not exposed to fluctuations in market interest rates
because all of its outstanding debt has fixed interest rates.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's audited financial statements and supplementary data
(unaudited) required by this item are included below on pages 4 through 10.
3
REPORT OF INDEPENDENT AUDITORS
To the Member of
JCP&L Transition Funding LLC:
In our opinion, the accompanying balance sheets and the related statements of
operations and changes in member's equity and of cash flows present fairly, in
all material respects, the financial position of JCP&L Transition Funding LLC (a
Delaware limited liability company and wholly owned subsidiary of Jersey Central
Power & Light Company) as of December 31, 2003 and 2002, and the results of its
operations and changes in member's equity and of its cash flows for each of the
three years in the period ended December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Cleveland, Ohio
February 25, 2004
4
JCP&L TRANSITION FUNDING LLC
STATEMENTS OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY
|-For the Periods From-|
For the Years Ended December 31, Nov. 7, 2001- Jan. 1, 2001-
2003 2002 Dec. 31, 2001 Nov. 6, 2001
- --------------------------------------------------------------------------------------------------------------------------
(In Thousands)
REVENUES:
Transition bond charge revenues....................... $ 36,848 $ 23,583 $ -- | $ --
Interest income....................................... 97 47 -- | --
-------- -------- --------- | ---------
|
Total Revenues..................................... 36,945 23,630 -- | --
-------- -------- --------- | ---------
|
|
EXPENSES: |
Amortization of bondable transition property.......... 19,502 13,870 -- | --
Interest expense...................................... 16,965 9,532 -- | --
Administrative and general expenses................... 466 217 -- | --
--------- -------- --------- | ---------
|
Total Expenses..................................... 36,933 23,619 -- | --
-------- -------- --------- | ---------
|
OPERATING INCOME.......................................... 12 11 -- | --
|
Income tax expense........................................ 4 4 -- | --
-------- -------- --------- | ---------
|
NET INCOME................................................ $ 8 $ 7 $ -- | $ --
======== ======== ========= | =========
|
|
|
Member's equity, beginning of period...................... $ 1,608 $ 1 $ 1 | $ --
|
Net income................................................ 8 7 -- | --
|
Capital contributed by member............................. -- 1,600 -- | 1
-------- -------- --------- | ---------
|
Member's equity, end of period............................ $ 1,616 $ 1,608 $ 1 | $ 1
======== ======== ========== | =========
The accompanying Notes to Financial Statements are an integral part of these statements.
5
JCP&L TRANSITION FUNDING LLC
BALANCE SHEETS
As of December 31, 2003 2002
- ----------------------------------------------------------------------------------------------------------
(In Thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........................................ $ 1 $ 1
Restricted funds held by Trustee................................. 7,244 19,750
Transition bond charge receivable from Servicer.................. 5,561 5,538
--------- --------
12,806 25,289
--------- --------
OTHER ASSETS:
Bondable transition property..................................... 286,628 306,130
--------- --------
$ 299,434 $331,419
========= ========
LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES:
Currently payable long-term debt................................. $ 15,589 $ 23,799
Accrued taxes ................................................... 3 4
Accrued interest ................................................ 1,385 9,532
Payable to parent company........................................ 64 217
--------- --------
17,041 33,552
--------- --------
CAPITALIZATION:
Member's equity.................................................. 1,616 1,608
Long-term debt................................................... 280,777 296,259
--------- --------
282,393 297,867
--------- --------
$ 299,434 $331,419
========= ========
The accompanying Notes to Financial Statements are an integral part of these balance sheets.
6
JCP&L TRANSITION FUNDING LLC
STATEMENTS OF CASH FLOWS
|--For the PeriodsFrom--|
For the Years Ended December 31, Nov. 7, 2001- Jan. 1, 2001-
2003 2002 Dec. 31, 2001 Nov. 6, 2001
- --------------------------------------------------------------------------------------------------------------------------
(In Thousands)
Cash Flows from Operating Activities:
Net income................................................ $ 8 $ 7 $ -- | $ --
Adjustments to reconcile net income to net cash |
from operating activities - |
Amortization of bondable transition property.......... 19,502 13,870 -- | --
Restricted funds released from (held by) Trustee...... 12,506 (19,750) -- | --
Transition bond charge receivable from Servicer....... (23) (5,538) -- | --
Accounts payable to parent company.................... (153) -- -- | --
Accrued Interest...................................... (8,147) 9,532 -- | --
Other................................................. (1) 279 -- | --
----------- ----------- ----------- | ----------
|
Net cash provided from (used for) operating activities.... 23,692 (1,600) -- | --
----------- ----------- ----------- | ----------
|
|
Cash Flows from Financing Activities: |
New Financing - |
Proceeds from issuance of transition bonds........... -- 318,106 -- | --
Capital contributed by member........................ -- 1,600 -- | --
Long-Term Debt Repayment.............................. (23,692) -- -- | --
----------- ----------- ----------- | ----------
|
Net cash provided from (used for) financing activities.... (23,692) 319,706 -- | --
----------- -- -------- ----------- | ----------
|
|
Cash Flows from Investing Activities: |
Purchase of bondable transition property............. -- (318,106) -- | --
----------- ----------- ----------- | ----------
|
Net cash used for investing activities.................... -- (318,106) -- | --
----------- ----------- ----------- | ----------
|
Net change in cash and cash equivalents................... -- -- -- | --
Cash and cash equivalents at beginning of period.......... 1 1 1 | 1
------------ ----------- ----------- | ----------
Cash and cash equivalents at end of period ............... $ 1 $ 1 $ 1 | $ 1
=========== =========== =========== | ==========
|
Supplemental Cash Flows Information: |
Cash Paid During the Period from Restricted |
Funds Held by Trustee -- |
Interest............................................. $ 25,112 $ -- $ -- | $ --
=========== =========== =========== | ==========
The accompanying Notes to Financial Statements are an integral part of these statements.
7
JCP&L TRANSITION FUNDING LLC
NOTES TO FINANCIAL STATEMENTS
1 - NATURE OF OPERATIONS
JCP&L Transition Funding LLC (Company), a Delaware limited liability
company, is a wholly owned subsidiary of Jersey Central Power & Light Company
(JCP&L). JCP&L is a wholly owned electric utility operating subsidiary of
FirstEnergy Corp.
On February 6, 2002, JCP&L received a bondable stranded costs rate
order (Financing Order) from the New Jersey Board of Public Utilities (NJBPU)
authorizing the issuance of $320 million of transition bonds to securitize the
recovery of bondable stranded costs associated with the previously divested
Oyster Creek Nuclear Generating Station. The Financing Order was issued in
accordance with the Electric Discount and Energy Competition Act enacted by the
State of New Jersey in February 1999. On June 11, 2002, the Company issued $320
million of Series 2002-A Transition Bonds (Bonds), in four classes. See Note 3
for additional information.
The Company was organized for the sole purpose of purchasing and owning
bondable transition property (BTP), issuing transition bonds to fund the
purchase of BTP, pledging its interest in BTP and other collateral to The Bank
of New York, as trustee for the Bonds (Trustee), under an indenture between the
Company and the Trustee (Indenture) to collateralize the transition bonds, and
performing activities that are necessary, suitable or convenient to accomplish
these purposes. BTP represents the irrevocable statutory right to charge,
collect and receive, and be paid from collections of, a non-bypassable
transition bond charge (TBC) from JCP&L's electric customers pursuant to the
Financing Order. The Financing Order authorizes the TBC collections to be
sufficient to recover the $320 million aggregate principal amount of the Bonds,
plus an amount sufficient to provide for any credit enhancement, to fund any
reserves and to pay financing costs, redemption premiums, if any, servicing fees
and other expenses relating to the Bonds.
The Company's organizational documents require it to operate in a
manner so that it should not be consolidated in the bankruptcy estate of JCP&L
in the event JCP&L becomes subject to a bankruptcy proceeding. Both JCP&L and
the Company have treated the transfer of BTP to the Company as a sale under
applicable law. Accordingly, for financial reporting purposes, the Company has
recorded the acquired BTP as an intangible asset and the Bonds are recorded as
debt obligation. For federal income tax and State of New Jersey income and
corporate business tax purposes, the transfer of BTP to the Company is being
treated as a financing arrangement and not as a sale. Under applicable law, the
Bonds are recourse only to the Company and are not secured by the assets of
JCP&L.
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements include all adjustments that the
Company considers necessary for a fair presentation of its financial statements.
All adjustments are of a normal, recurring nature, except as otherwise
disclosed. Certain prior year amounts have been reclassified to conform with the
current year presentation.
Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities as of the date
of the financial statements, and revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Revenues
Substantially all of the Company's revenues are derived from the TBC,
the collection of which was authorized by the NJBPU in the Financing Order, and
which is currently being collected from JCP&L customers. The Company also
accrues unbilled TBC revenues for electric service provided by JCP&L through the
end of the accounting period. In addition, the Company records investment income
on amounts on deposit with the Trustee; however, only earnings on the member's
capital subaccount are recorded as income; earnings on the other subaccounts
must be credited to JCP&L customers pursuant to the Financing Order.
8
Cash and Cash Equivalents
All temporary cash investments purchased with an initial maturity of
three months or less are reported as cash equivalents on the Balance Sheet at
cost, which approximates their fair market value. Cash and cash equivalents do
not include restricted funds deposited with the Trustee.
Restricted Funds
Amounts on deposit with the Trustee consist of cash and cash
equivalents and are classified as restricted funds on the Balance Sheet. See
Note 3 for additional information.
Amortization of Bondable Transition Property
The BTP was recorded at the acquired cost and is being amortized over
the life of the Bonds, based on TBC revenues, interest costs and other fees. The
BTP is solely the property of the Company.
Prior to the issuance of the Bonds, certain costs associated with their
sale were paid by JCP&L and deferred on the Company's Balance Sheet. Upon
issuance of the Bonds, the Company reimbursed JCP&L for these costs, and the
costs are being amortized as part of the BTP.
Income Taxes
The Company is a single member limited liability company which is
treated as a disregarded entity for federal and state income tax purposes.
Accordingly, the Company's results are included in the tax returns of JCP&L.
However, the provision or liability for income taxes related to the Company's
operations are included in the Company's financial statements.
3 - BONDS
In June 2002, the Company issued $320 million of Bonds, consisting of
four classes. The Company used the net proceeds from the sale of the Bonds to
fund the purchase of BTP from JCP&L. The Bonds are collateralized on a pro-rata
basis by the BTP and the equity and assets of the Company.
Scheduled maturity and interest rates for the Bonds as of December 31,
2003 are as follows:
Expected Final Legal Final
Class Interest Rate Amount Payment Date Maturity Date
- ----- ------------- ------ -------------- -------------
(In Thousands)
A-1... 4.19% $ 67,312 December 5, 2007 December 5, 2009
A-2... 5.39% 52,297 September 5, 2010 September 5, 2012
A-3... 5.81% 77,075 December 5, 2013 December 5, 2015
A-4... 6.16% 99,517 June 5, 2017 June 5, 2019
--------
296,201
Current maturities:
-- Class A-1 bonds (15,589)
Refundable bond collateral 165
Long-term debt $280,777
The expected final payment date for each class of the Bonds is the date
on which there is expected to be no further outstanding principal balance for
that class, based upon an expected amortization schedule for that class. The
Company has made certain assumptions in establishing these amortization
schedules, including, among other things, that all TBC collections are received
in accordance with JCP&L's forecasts. There can be no assurance that the
principal balance of any class of the Bonds will be reduced at the rates
indicated in these amortization schedules. The legal final maturity date for
each class of the Bonds is the date on which the Company is required to pay any
outstanding principal balance for that class. The Bonds will not be in default
if principal is not paid in accordance with the expected amortization schedules;
however, a default will occur if the entire outstanding balance of any class is
not paid on or before the legal final maturity date of that class.
The source for repayment of the Bonds is the TBC authorized pursuant to
the Financing Order, which is being collected from JCP&L customers by JCP&L, as
Servicer. JCP&L deposits TBC collections daily into a collection account
maintained by the Trustee. In accordance with the Indenture, the Trustee
allocates amounts in the collection account to general, reserve,
overcollateralization and capital subaccounts. The general subaccount is used to
make principal and interest payments on the Bonds and to pay expenses, fees and
9
charges as specified in the Indenture. The reserve subaccount is maintained for
the purpose of retaining any excess amount of TBC collections and investment
earnings not released to the Company. The overcollateralization subaccount is
held by the Trustee as a credit enhancement to fund payments in the event of a
collection shortfall, and the funding level of the overcollateralization
subaccount is 0.5% of the initial principal balance of the Bonds, funded ratably
over the life of the Bonds. If amounts available in the general, reserve or
overcollateralization subaccounts are not sufficient on any payment date to make
scheduled payments specified in the Indenture, the Trustee will draw on amounts
in the capital subaccount. Upon issuance of the Bonds, an amount equal to 0.5%
of the initial principal balance of the Bonds was deposited into the capital
subaccount. Any amounts collateralizing the Bonds that remain upon repayment of
all the Bonds will be refunded to JCP&L's customers.
As of December 31, 2003 and 2002, the following balances were reflected
in the subaccounts maintained by the Trustee:
2003 2002
------ ------
Subaccount (In Thousands)
---------- --------------
General................. $ 2,564 $18,139
Reserve................. 1,606 --
Overcollateralization... 160 --
Capital................. 2,914 1,611
------- -------
Total................. $ 7,244 $19,750
======= =======
4 - SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS
Under the Servicing Agreement between JCP&L and the Company, JCP&L, as
Servicer, manages and administers the BTP of the Company and collects the TBC on
behalf of the Company. The Company is required to pay an annual servicing fee to
JCP&L equal to 0.125% of the initial principal balance of the Bonds outstanding,
or $400,000 -- the Company accrued $400,000 during 2003. This servicing fee is
being recovered by the Company through the TBC. The Company also entered into an
administration agreement with FirstEnergy Service Company, an affiliated
company, pursuant to which FirstEnergy Service Company provides administrative
services to the Company. In 2003 and 2002, no expenses for administrative
services were paid or accrued by the Company.
10
PART II
(Continued)
JCP&L TRANSITION FUNDING LLC
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Company's chief executive officer and chief financial officer have
reviewed and evaluated the Company's disclosure controls and procedures, as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e), as
of the end of the date covered by this report. Based on that evaluation those
officers have concluded that the Company's disclosure controls and procedures
are effective and were designed to bring to their attention material information
relating to the Company by others within the Company and/or the Company's
parent, JCP&L.
(b) Changes in Internal Controls
During the quarter ended December 31, 2003, there were no changes in
the registrant's internal controls over the financial reporting that have
materially affected, or are reasonably likely to materially affect, the
registrant's control over financial reporting.
PART III
JCP&L TRANSITION FUNDING LLC
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted, as the Company meets the conditions set forth in General
Instruction I(1) of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Omitted, as the Company meets the conditions set forth in General
Instruction I(1) of Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Omitted, as the Company meets the conditions set forth in General
Instruction I(1) of Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted, as the Company meets the conditions set forth in General
Instruction I(1) of Form 10-K.
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PART IV
JCP&L TRANSITION FUNDING LLC
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate fees billed by PricewaterhouseCoopers LLP for the fiscal
years ended December 31, 2003 and 2002 for professional services rendered for
the audits of the registrant's annual financial statements and reviews of
financial statements included in the registrant's Quarterly Reports on Form
10-Q, for those fiscal years were $27,530 and $25,500, respectively.
Audit-Related Fees
The aggregate fees billed for the fiscal year ended December 31, 2003
for assurance and related services rendered by PricewaterhouseCoopers LLP that
are related to the performance of the audit or review of the registrant's
financial statements were $2,184. These services principally related to ensure
appropriate accounting and reporting in connection with FIN 46 and assistance
with Sarbanes-Oxley. There were no additional fees billed by
PricewaterhouseCoopers LLP for the fiscal year ended December 31, 2002.
Tax Fees
There were no additional fees billed by PricewaterhouseCoopers LLP for
the fiscal years ended December 31, 2003 and 2002.
All Other Fees
There were no additional fees billed by PricewaterhouseCoopers LLP for
the fiscal years ended December 31, 2003 and 2002.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Exhibits:
See Index to Exhibits which follows page 13 of this report.
(2) Financial Statement Schedules:
None.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed since September 30, 2003.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
JCP&L TRANSITION FUNDING LLC
/s/ Stephen E. Morgan
--------------------------------
Stephen E. Morgan
President
Date: March 26, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following duly authorized persons on
behalf of the registrant and in the capacities and on the date indicated:
/s/ Richard H. Marsh
--------------------------------
Richard H. Marsh
Senior Vice President and
Chief Financial Officer
/s/ Lelia L. Vespoli
--------------------------------
Lelia L. Vespoli
Senior Vice President
/s/ Harvey L. Wagner
--------------------------------
Harvey L. Wagner
Vice President and Controller
(Principal Accounting Officer)
/s/ Anthony J. Alexander
--------------------------------
Anthony J. Alexander
Manager
/s/ Pamela A. Jasinski
--------------------------------
Pamela A. Jasinski
Manager
/s/ Mary S. Stawikey
--------------------------------
Mary S. Stawikey
Manager
Date: March 26, 2004
13