10-Q 1 k69869e10vq.htm FORM 10-Q FOR QUARTER ENDED JUNE 30, 2002 Detroit Edison Securitization Funding LLC
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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 333-51066

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 SECURITIZATION FUNDING LLC
(a Michigan limited liability company)

(Exact name of registrant as specified in its charter)

     
Michigan
(State or other jurisdiction of
incorporation or organization)
  38-0478650
(I.R.S. Employer
Identification No.)
 
2000 2nd Avenue, Detroit, Michigan
(Address of principal executive offices)
  48226-1279
(Zip Code)

313-235-8000
Registrant’s 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


 


Item 2. Management’s Narrative Analysis of the Results of Operations
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Operations
Statement of Financial Position
Statement of Cash Flows
Statement of Member’s Equity
Notes to Financial Statements
Independent Accountants’ Report
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EX-99.18 Servicer Certificate dated May 13, 2002
EX-99.19 Servicer Certificate dated June 13, 2002
EX-99.18 Servicer Certificate dated July 15, 2002
EX-99.21 Chief Executive Officer Certification
EX-99.22 Chief Financial Officer Certificaton


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THE DETROIT EDISON SECURITIZATION FUNDING LLC

QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED JUNE 30, 2002

TABLE OF CONTENTS

             
        PAGE  
        NUMBER  
       
 
PART I — FINANCIAL INFORMATION
       
 
Item 1. Financial Statements
       
   
Statement of Operations
    3  
   
Statement of Financial Position
    4  
   
Statement of Cash Flows
    5  
   
Statement of Member’s Equity
    6  
   
Notes to Financial Statements
    7  
   
Independent Accountants’ Report
    8  
 
Item 2. Management’s Narrative Analysis of the Results of Operations
    1  
PART II — OTHER INFORMATION
       
 
Item 6. Exhibits and Reports on Form 8-K
    9  
SIGNATURE
    10  

 


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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. Securitization bondholders may suffer payment delays or losses if the Detroit Edison Securitization Funding LLC’s (“Company’s”) assets are not sufficient to pay interest or the scheduled principal of the securitization bonds. Funds for payments are dependent upon the securitization property and the right to collect the securitization surcharge over a period limited by Michigan Statute to 15 years. In addition, collections are dependent on the level of Detroit Edison electric deliveries to customers.

MANAGEMENT’S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

The Results of Operations discussion for the Company is presented in accordance with General Instruction H(2) (a) of Form 10-Q.

The Company is a special purpose entity established by The Detroit Edison Company (“Detroit Edison”) to recover certain stranded costs, called Securitization Property by Michigan Statute. The stranded costs primarily represent Detroit Edison’s unamortized investment in the 1,150 megawatt Fermi 2 nuclear power plant that was classified as a regulatory asset. On March 9, 2001 the Company issued securitization bonds (“Bonds”) and used the net proceeds to purchase Securitization Property from Detroit Edison. The Company receives revenues that are intended to recover its costs and service its debt. Amortization expense associated with the Securitization Property is adjusted as necessary so that expenses equal revenues and interest income.

For the three-month period ended June 30, 2002, the Company has earned $48,768,000 in surcharge revenues and $250,000 in interest income compared to $38,663,000 in surcharge revenues and $204,000 in interest income for the three-month period of 2001. Amortization expense consists of amortization of the Securitization Property, overcollateralization fee, and over-recovery of securitization surcharge (“SC”). The amortization expense for the three-month period ended June 30, 2002 and 2001 was $22,087,000 and $11,728,000, respectively. During the 2002 three-month period, the Company also incurred interest expense of $26,302,000, amortization of issuance cost of $322,000, servicing fees of $219,000, and administrative fees of $63,000 compared to interest expense of $26,816,000, amortization of issuance cost of $42,000, servicing fees of $219,000, and administrative fees of $62,000 for the 2001 three-month period.

For the six-month period ended June 30, 2002, the Company has earned $98,519,000 in surcharge revenues and $544,000 in interest income compared to $48,587,000 in surcharge revenues and $248,000 in interest income for the six-month period of 2001. The amortization expense for the six-month period ended June 30, 2002 and 2001 was $44,912,000 and $15,041,000, respectively. During the 2002 six-month period, the Company also incurred interest expense of $52,910,000, amortization of issuance cost of $633,000, servicing fees of $438,000, and administrative fees of $125,000 compared to interest expense of $33,371,000, amortization of issuance cost of $48,000, servicing fees of $292,000, and administrative fees of $83,000 for the 2001 six-month period.

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Detroit Edison, as Servicer, collects a surcharge from its customers for the benefit of the Company and the Securitization Bondholders based on an initial $0.0032 per kilowatthour rate. This surcharge rate was modified to $0.0041 on September 1, 2001 and to $0.00392 effective March 1, 2002. Due to the time lag between SC billed to customers and amounts collected from those customers, Detroit Edison began cash remittance to the Trustee for SC collections on May 14, 2001.

Under a Michigan Public Service Commission financing order, Detroit Edison has implemented an annual adjustment to the SC to provide sufficient funds for timely payments related to the Bonds.

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THE DETROIT EDISON SECURITIZATION FUNDING LLC
STATEMENT OF OPERATIONS (UNAUDITED)

                                   
      Three Months Ended     Six Months Ended  
      June 30     June 30  
     
   
 
      2002     2001     2002     2001  
     
   
   
   
 
(in Thousands)
                               
Operating Revenues
  $ 48,768     $ 38,663     $ 98,519     $ 48,587  
 
 
   
   
   
 
Operating Expenses
                               
 
Amortization expense
    22,087       11,728       44,912       15,041  
 
Service fees
    219       219       438       292  
 
Administrative fees
    63       62       125       83  
 
Other
    25             45        
 
 
   
   
   
 
 
    22,394       12,009       45,520       15,416  
 
 
   
   
   
 
Operating Income
    26,374       26,654       52,999       33,171  
 
 
   
   
   
 
Interest Expense and Other
                               
 
Interest expense
    26,302       26,816       52,910       33,371  
 
Interest income
    (250 )     (204 )     (544 )     (248 )
 
Other
    322       42       633       48  
 
 
   
   
   
 
 
    26,374       26,654       52,999       33,171  
 
 
   
   
   
 
Net Income
  $     $     $     $  
 
 
   
   
   
 

See Notes to Financial Statements (Unaudited)

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THE DETROIT EDISON SECURITIZATION FUNDING LLC
STATEMENT OF FINANCIAL POSITION

                   
      June 30          
      2002     December 31  
      (Unaudited)     2001  
     
   
 
(in Thousands)
               
ASSETS
               
Current Assets
               
 
Cash and cash equivalents
  $ 2,874     $ 2,872  
 
Restricted cash
    73,408       67,840  
 
Accounts receivable
    24,777       22,406  
 
Accrued unbilled revenues
    8,610       7,047  
 
 
   
 
 
    109,669       100,165  
 
 
   
 
Securitized Regulatory Assets
               
 
Securitization property, less accumulated amortization of $63,296 and $27,380, respectively
    1,656,419       1,692,335  
 
Unamortized bond issuance cost, less accumulated amortization of $1,115 and $482, respectively
    29,170       29,803  
 
 
   
 
 
    1,685,589       1,722,138  
 
 
   
 
 
  $ 1,795,258     $ 1,822,303  
 
 
   
 
LIABILITIES AND MEMBER’S EQUITY
               
Current Liabilities
               
 
Accounts payable
  $ 2,774     $ 2,809  
 
Accrued interest
    35,070       35,681  
 
Accounts payable to member
    375       375  
 
Current portion of securitization bonds payable
    84,880       72,521  
 
Regulatory liability
    37,116       28,432  
 
 
   
 
 
    160,215       139,818  
 
 
   
 
Non-Current Liabilities and Deferred Credits
               
 
Securitization bonds payable
    1,625,460       1,673,214  
 
Overcollateralization subaccount
    833       521  
 
 
   
 
 
    1,626,293       1,673,735  
 
 
   
 
Member’s Equity
    8,750       8,750  
 
 
   
 
 
  $ 1,795,258     $ 1,822,303  
 
 
   
 

See Notes to Financial Statements (Unaudited)

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THE DETROIT EDISON SECURITIZATION FUNDING LLC
STATEMENT OF CASH FLOWS (UNAUDITED)

                       
          Six Months Ended  
          June 30  
         
 
          2002     2001  
         
   
 
(in Thousands)
               
Operating Activities
               
 
Net income
  $     $  
 
Adjustments to reconcile net income to net cash from operating activities:
               
   
Amortization
    45,510       15,089  
 
Changes in current assets and liabilities:
               
   
Accounts receivable
    (3,934 )     (27,496 )
   
Interest payable
    (611 )     33,371  
   
Accounts payable to member
          375  
 
 
   
 
Net cash from operating activities
    40,965       21,339  
 
 
   
 
Investing Activities
               
 
Restricted cash
    (5,568 )     (30,047 )
 
Purchase of securitized property
          (1,719,715 )
 
Capitalization of issuance cost
          (26,506 )
 
 
   
 
Net cash used for investing activities
    (5,568 )     (1,776,268 )
 
 
   
 
Financing Activities
               
 
Issuance of bonds
          1,750,000  
 
Member’s investment
          8,750  
 
Payment of bonds
    (35,395 )      
 
 
   
 
Net cash from (used for) financing activities
    (35,395 )     1,758,750  
 
 
   
 
Net Increase in Cash and Cash Equivalents
    2       3,821  
Cash and Cash Equivalents at Beginning of the Period
    2,872        
 
 
   
 
Cash and Cash Equivalents at End of the Period
  $ 2,874     $ 3,821  
 
 
   
 
Supplementary Cash Flow Information
               
 
Interest paid
  $ 53,522     $  
 
 
   
 

See Notes to Financial Statements (Unaudited)

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THE DETROIT EDISON SECURITIZATION FUNDING LLC
STATEMENT OF MEMBER’S EQUITY (UNAUDITED)

                   
      Six Months Ended  
      June 30  
     
 
      2002     2001  
     
   
 
(in Thousands)
               
Balance beginning of period
  $ 8,750     $  
Add:
               
 
Member’s contribution
          8,750  
 
 
   
 
Balance end of period
  $ 8,750     $ 8,750  
 
 
   
 

See Notes to Financial Statements (Unaudited)

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THE DETROIT EDISON SECURITIZATION FUNDING LLC
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 — GENERAL

These financial statements (unaudited) should be read in conjunction with the notes to financial statements contained in the 2001 Annual Report to the Securities and Exchange Commission on Form 10-K.

The accompanying 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 financial statements are unaudited, but in the opinion of the Company, 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.

NOTE 2 — LONG-TERM DEBT

During the first quarter of 2002, the Company retired $35,395,000 of the Bonds.

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INDEPENDENT ACCOUNTANTS’ REPORT

To the Managers of
The Detroit Edison Securitization Funding LLC

We have reviewed the accompanying condensed statement of financial position of The Detroit Edison Securitization Funding LLC as of June 30, 2002, and the related condensed statement of operations for the three-month and six-month periods ended June 30, 2002 and 2001, the condensed statement of cash flows for the six-month periods ended June 30, 2002 and 2001, and the condensed statement of member’s equity for the six-month period ended June 30, 2002. These financial statements are the responsibility of The Detroit Edison Securitization Funding LLC’s 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 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 statement of financial position of The Detroit Edison Securitization Funding LLC as of December 31, 2001, and the related statements of operations, cash flows and member’s equity for the year then ended (not presented herein); and in our report dated February 26, 2002, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed statement of financial position as of December 31, 2001 is fairly stated, in all material respects, in relation to the statement of financial position from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan
July 30, 2002

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EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

(i)  Exhibits filed herewith.

     
Exhibit    
Number   Description

 
99.18   Monthly Servicer Certificate dated May 13, 2002
99.19   Monthly Servicer Certificate dated June 13, 2002
99.20   Monthly Servicer Certificate dated July 15, 2002
99.21   Chief Executive Officer Certification of Periodic Report
99.22   Chief Financial Officer Certification of Periodic Report

(b)  Reports on Form 8-K

None.

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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 SECURITIZATION FUNDING LLC

         
Date: August 14, 2002   By:   /s/ DANIEL G. BRUDZYNSKI
     
        Daniel G. Brudzynski
Controller and Chief Financial Officer

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EXHIBIT INDEX

The Detroit Edison Securitization Funding LLC
Quarterly Report on Form 10-Q for Quarter Ended June 30, 2002
File No. 333-51066

     
Exhibit    
Number   Description

 
99.18   Monthly Servicer Certificate dated May 13, 2002
99.19   Monthly Servicer Certificate dated June 13, 2002
99.20   Monthly Servicer Certificate dated July 15, 2002
99.21   Chief Executive Officer Certification of Periodic Report
99.22   Chief Financial Officer Certification of Periodic Report

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