FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended March 31, 2004
Commission File Number: 333-79619
WEST PENN FUNDING LLC
(Exact name of registrant as specified in its charter)
Delaware | 25-1843349 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
2325-B Renaissance Drive Suite 10, Las Vegas, NV 89119
Telephone Number(702) 895-6752
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 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. x Yes ¨ No
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). ¨ Yes x No
West Penn Funding LLC (the Registrant) is a Delaware limited liability company, whose sole member is West Penn Funding Corporation.
WEST PENN FUNDING LLC
Form 10-Q for Quarter Ended March 31, 2004
Page No. | ||||
PART I. FINANCIAL INFORMATION: |
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Item 1. |
Financial Statements (Unaudited): |
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Statements of OperationsThree months ended March 31, 2004 and 2003 |
3 | |||
Statements of Cash FlowsThree months ended March 31, 2004 and 2003 |
4 | |||
5 | ||||
6-7 | ||||
Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) |
7-8 | |||
Quantitative and Qualitative Disclosures about Market Risk |
8 | |||
Controls and Procedures |
8-9 | |||
PART II. OTHER INFORMATION: |
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Legal Proceedings |
10 | |||
Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities |
10 | |||
Defaults Upon Senior Securities |
10 | |||
Submission of Matters to Vote of Security Holders |
10 | |||
Other Information |
10 | |||
Exhibits and Reports on Form 8-K |
10 | |||
11 |
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PART I. FINANCIAL INFORMATION:
ITEM 1. FINANCIAL STATEMENTS
WEST PENN FUNDING LLC
Unaudited Three Months Ended March 31, | ||||||
(In thousands) | 2004 |
2003 | ||||
Operating revenue |
$ | 26,007 | $ | 29,426 | ||
Operating expenses: |
||||||
Operation expense |
382 | 341 | ||||
Amortization of intangible transition property |
19,542 | 21,686 | ||||
Total operating expenses |
19,924 | 22,027 | ||||
Operating income |
6,083 | 7,399 | ||||
Other income |
52 | 39 | ||||
Interest on transition bonds |
6,135 | 7,438 | ||||
Income before income taxes |
| | ||||
Federal income tax |
| | ||||
Net income |
$ | | $ | | ||
See accompanying notes to financial statements.
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WEST PENN FUNDING LLC
Unaudited Three Months Ended March 31, |
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(In thousands) | 2004 |
2003 |
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Cash flows from operations: |
||||||||
Net income |
$ | | $ | | ||||
Amortization of intangible transition property |
19,542 | 21,686 | ||||||
Amortization of debt discount and issuance costs |
188 | 227 | ||||||
Changes in certain assets and liabilities: |
||||||||
Accounts receivable from West Penn Power Company |
1,079 | (1,171 | ) | |||||
Interest accrued and other |
(21 | ) | (20 | ) | ||||
Net cash flows from operations |
20,788 | 20,722 | ||||||
Cash flows used in financing: |
||||||||
Equity contribution from member |
9 | 10 | ||||||
Change in restricted funds |
(548 | ) | (467 | ) | ||||
Retirement of transition bonds |
(19,886 | ) | (19,879 | ) | ||||
Net cash flows used in financing |
(20,425 | ) | (20,336 | ) | ||||
Net change in cash and temporary cash investments |
363 | 386 | ||||||
Cash and temporary cash investments at December 31 |
1,752 | 1,760 | ||||||
Cash and temporary cash investments at March 31 |
$ | 2,115 | $ | 2,146 | ||||
See accompanying notes to financial statements.
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WEST PENN FUNDING LLC
Unaudited | ||||||
(In thousands) | March 31, 2004 |
December 31, 2003 | ||||
ASSETS |
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Current assets: |
||||||
Cash and temporary cash investments |
$ | 2,115 | $ | 1,752 | ||
Accounts receivable from West Penn Power Company |
5,992 | 7,071 | ||||
Restricted funds |
13,917 | 13,369 | ||||
Intangible transition property |
76,332 | 78,477 | ||||
98,356 | 100,669 | |||||
Noncurrent assets: |
||||||
Intangible transition property |
231,850 | 249,247 | ||||
Unamortized debt issuance expense |
1,643 | 1,831 | ||||
233,493 | 251,078 | |||||
Total assets |
$ | 331,849 | $ | 351,747 | ||
LIABILITIES AND MEMBERS EQUITY |
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Current liabilities: |
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Long-term debt due within one year |
$ | 73,201 | $ | 73,715 | ||
Interest accrued |
375 | 398 | ||||
73,576 | 74,113 | |||||
Long-term debt, net of discount |
253,576 | 272,946 | ||||
Members equity |
4,697 | 4,688 | ||||
Liabilities and members equity |
$ | 331,849 | $ | 351,747 | ||
See accompanying notes to financial statements.
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WEST PENN FUNDING LLC
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited interim financial statements should be read in conjunction with the Annual Report on Form 10-K of West Penn Funding LLC (the Company) for the year ended December 31, 2003. The Company is an indirect wholly-owned subsidiary of Allegheny Energy, Inc. (Allegheny).
The interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the U. S. Securities and Exchange Commission (SEC). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles of the United States of America (GAAP) have been condensed or omitted, and management believes that the disclosures are adequate to make the information presented not misleading.
In the opinion of management, the unaudited interim financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of the results of operations and cash flows for the three months ended March 31, 2004, and 2003 and financial position at March 31, 2004, and December 31, 2003.
NOTE 2: LONG-TERM DEBT
Scheduled maturities and interest rates for the long-term debt at March 31, 2004, are:
(In thousands) | Bond Rate |
Principal Balance |
Expected Final |
Final Maturity Date | |||||||
Class A-3 Transition Bonds |
6.81 | % | $ | 170,806 | September 25, 2006 | September 25, 2008 | |||||
Class A-4 Transition Bonds |
6.98 | % | 156,000 | June 25, 2008 | December 26, 2008 | ||||||
Total |
326,806 | ||||||||||
Current Maturities |
(73,201 | ) | |||||||||
Unamortized Discount |
(29 | ) | |||||||||
Transition Bonds, Long-Term |
$ | 253,576 | |||||||||
The current maturities stated above are based on a combination of the expected final payment dates and scheduled repayments for the Class A-3 Transition Bonds rather than the final maturity dates.
According to the indenture, principal payments are applied to the Class A-3 Transition Bonds until the issue is paid in full. Thereafter, principal payments will be applied to the Class A-4 Transition Bonds.
On the scheduled payment date in March 2004, the Trustee made a quarterly payment of Transition Bond principal, interest and related expenses. Payments and Intangible Transition Charge (ITC) collections were sufficient to pay interest of $6.0 million and the scheduled principal payment in the amount of $19.9 million.
The Company is required to file copies of its annual and quarterly reports as filed with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 with or for the debt holders. The Company is also required to deliver to the Trustee under the Indenture a certificate indicating that the Company has complied with all conditions and covenants under the agreement. The Company is in compliance with its reporting obligations under its debt covenants.
6
WEST PENN FUNDING LLC
NOTES TO FINANCIAL STATEMENTS(Continued)
(UNAUDITED)
NOTE 3: SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS
Under an agreement between the Company and West Penn Power Company (West Penn) (the Servicing Agreement), West Penn, as Servicer, is required to manage and administer the Intangible Transition Property (ITP) of the Company and to collect the ITC on behalf of the Company. The Company pays a maximum annual service fee of $1.25 million to West Penn. The Company recorded servicing fees of $0.3 million for the three months ended March 31, 2004 and 2003.
At March 31, 2004, the balance sheet includes a receivable from West Penn of $6.0 million for ITC collections.
The Company joins with Allegheny and its subsidiaries in filing a consolidated federal income tax return. The consolidated tax liability is allocated among the participants generally in proportion to the taxable income of each participant, except that no subsidiary pays tax in excess of its separate return tax liability.
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A) |
The Notes to Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations in the 2003 Annual Report on Form 10-K for the Company should be read in conjunction with the following Managements Discussion and Analysis information.
Forward-Looking Statements
In addition to historical information, this report contains a number of forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as anticipate, expect, project, intend, plan, believe, and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These include statements with respect to:
| regulation and the status of retail electricity service in Pennsylvania; |
| regulatory action of the Pennsylvania Public Utilities Commission (Pennsylvania PUC) with respect to Intangible Transition Charge; |
| sufficiency and recoverability of ITC revenues; |
| demand for energy; |
| results of operations; |
| regulatory matters; |
| internal controls and procedures and outstanding financial reporting obligations. |
Forward-looking statements involve estimates, expectations, and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations.
Factors that could cause actual results to differ materially include, among others, the following:
| loss of revenue due to changes in usage, delinquencies, write-offs, or regulatory action of the Pennsylvania PUC; |
| changes in laws and regulations in Pennsylvania; |
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WEST PENN FUNDING LLC
NOTES TO FINANCIAL STATEMENTS(Continued)
(UNAUDITED)
| inaccuracies of projections; |
| delays in payment by customers; |
| changes in rate schedules or payment terms related to the collection of ITC revenues in Pennsylvania by West Penn Power Company (West Penn); |
| changes in billing policies and practices by West Penn; |
| general economic and business conditions; |
| the continuing effects of global instability, terrorism, and war; |
| changes in the weather and other natural phenomena; and |
| the effect of accounting policies issued periodically by accounting standard-setting bodies. |
Review of Operations
The Company is a Delaware limited liability company whose sole member is West Penn Funding Corporation, a wholly owned subsidiary of West Penn. In November 1999, the Company issued Transition Bonds and transferred the proceeds in exchange for all rights, title, and interest in the ITP from West Penn Funding Corporation.
Transition Bond principal, interest, fees, and scheduled overcollateralization sub-account funding will be recovered through ITC payable by retail customers within West Penns service territory who receive electric delivery service from West Penn.
During the three months ended March 31, 2004, the Company recorded approximately $26.0 million in ITC revenue and recorded $6.1 million interest expense on the Transition Bonds, and recorded $19.5 million in ITP amortization.
In comparison, during the three months ended March 31, 2003, the Company recorded approximately $29.4 million in ITC revenue and $7.4 million in interest expense on the Transition Bonds, and recorded $21.7 million in ITP amortization.
West Penn, as Servicer, remitted to the Trustee $26.7 million of ITC collections for the period covering December 2003 and January and February 2004. A portion of the ITC collections for March 2004 are reflected in revenues for the first quarter of 2004 with a corresponding receivable from West Penn at March 31, 2004.
In accordance with the Qualified Rate Order for prior years, in order to reconcile under-collections and to recover expected interest and principal payments, fees, or expenses expected in 2004, West Penn, as Servicer, filed a request for an adjustment to the ITC with the Pennsylvania PUC on October 1, 2003. On December 18, 2003, the Pennsylvania PUC approved West Penns request for rates to become effective on January 1, 2004.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There are no changes to the quantitative and qualitative disclosures about market risk from those described in Item 7-A of the Companys 2003 Annual Report on Form 10-K.
8
WEST PENN FUNDING LLC
NOTES TO FINANCIAL STATEMENTS(Continued)
(UNAUDITED)
ITEM 4. CONTROLS AND PROCEDURES
After Allegheny filed its quarterly report on Form 10-Q for the period ended June 30, 2002, Allegheny identified a miscalculation in its business segment information. Following the discovery of this miscalculation, Allegheny initiated a comprehensive review of its financial processes, records, and internal controls to ensure that its current and prior financial statements, including the financial statements of the Company, are fairly presented in accordance with generally accepted accounting principles.
Allegheny, for itself and its subsidiaries, has implemented corrective actions to mitigate the risk that its internal control deficiencies would prevent information required to be disclosed by the Company in its periodic reports, including this quarterly report, from being timely reported or impede the compilation and communication of information to Alleghenys and the Companys management sufficient to permit timely decisions regarding required disclosures in the financial statements and other information included in the Companys periodic reports, including this quarterly report.
To address the weaknesses identified in Alleghenys and the Companys internal controls and disclosure practices, Allegheny and the Company substantially augmented and revised their procedures in connection with the preparation of each subsequently filed periodic report, including this quarterly report. These augmented procedures involved the creation of a formal drafting group to comprehensively review, revise, and update disclosures. This exercise also includes direct involvement by senior officers, including the Principal Executive Officer of the Company. The principal elements of these augmented procedures have formed the basis for the Companys written disclosure controls and procedures applicable to future periodic reports and certain public communications.
In 2003, Allegheny and the Company created a Disclosure Committee, which is chaired by Alleghenys General Counsel and is currently comprised of executives, including Alleghenys Chief Risk Officer, Vice President and Controller, Director of Audit Services, and Vice President, Corporate Communications, as well as the senior officers responsible for Alleghenys segments. The Disclosure Committee establishes, maintains, monitors and evaluates Alleghenys and its subsidiaries written disclosure controls and procedures and supervises and coordinates the preparation of their periodic reports and certain other public communications pursuant to formal written disclosure controls and procedures.
The Disclosure Committee, with the participation of the Companys management, including the Companys Principal Executive and Principal Financial Officer, reviewed, in accordance with Exchange Act Rules 13a-15(e) and 15d-15(e), the augmented procedures implemented by Allegheny and the Company in connection with the preparation of this report as of March 31, 2004 and found them to be effective. However, until Allegheny completes actions to remedy internal control deficiencies, Allegheny and the Company intend to devote additional resources to ensure that its public disclosures are accurate.
For additional information, see Item 9A., Controls and Procedures, in the Companys 2003 Annual Report on Form 10-K.
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PART II. OTHER INFORMATION
None
ITEM 2. | CHANGES IN SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES |
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934 | |
Exhibit 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934 | |
Exhibit 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 99 | Quarterly Servicers Certificates |
(b) Reports on Form 8-K
No reports on Form 8-K were filed on behalf of the Company for the quarter ended March 31, 2004.
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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.
WEST PENN FUNDING LLC |
/s/ Thomas C. Sheppard, Jr. |
Thomas C. Sheppard, Jr. |
President, Principal Financial Officer and Principal Executive Officer |
May 10, 2004
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