10-Q 1 k86613e10vq.htm QUARTERLY REPORT FOR PERIOD ENDED JUNE 30, 2004 e10vq
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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 Quarterly Period ended June 30, 2004

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

(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)

313-235-4000
(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 (Exchange Act) 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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes                     No      X     



 


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THE DETROIT EDISON SECURITIZATION FUNDING LLC

QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED JUNE 30, 2004

TABLE OF CONTENTS

                 
            PAGE
            NUMBER
    3  
PART I — FINANCIAL INFORMATION
 
  Item 1. Financial Statements
      Statement of Operations     5  
      Statement of Financial Position     6  
      Statement of Cash Flows     7  
      Statement of Member’s Equity     8  
      Notes to Financial Statements     9  
      Report of Independent Registered Public Accounting Firm     10  
 
  Item 2. Management’s Narrative Analysis of the Results of Operations 3  
PART II — OTHER INFORMATION
 
  Item 6. Exhibits and Reports on Form 8-K 11  
    12  
 Chief Executive Officer Section 906 Certification of Periodic Report
 Chief Financial Officer Section 906 Certification of Periodic Report
 Monthly Servicer Certificate for March 2004
 Monthly Servicer Certificate for April 2004
 Monthly Servicer Certificate for May 2004

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FORWARD-LOOKING STATEMENTS

Certain information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 to 15 years pursuant to a Michigan statute. In addition, collections are dependent on the level of The Detroit Edison Company (Detroit Edison) electric deliveries to customers.

MANAGEMENT’S NARRATIVE ANALYSIS OF THE 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 Detroit Edison to recover certain qualified costs, called Securitization Property by Michigan statute. The qualified 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 and used the net proceeds to purchase the Securitization Property from Detroit Edison. The Company receives surcharge 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, 2004, the Company earned $44,113,000 in surcharge revenues and $113,000 in interest income compared to $40,401,000 in surcharge revenues and $180,000 in interest income for the three-month period ended June 30, 2003. The increase in surcharge revenues is due to an increase in surcharge rates, partially offset by lower electricity sales by Detroit Edison. Amortization expense consists of amortization of the Securitization Property, overcollateralization fee, and over-recovery of securitization surcharge. The amortization expense for the three-month periods ended June 30, 2004 and 2003 was $19,550,000 and $14,728,000, respectively. The increase in amortization expense reflects the adjustment needed to have revenues and interest income equal expenses. The higher amount was primarily attributable to the increase in surcharge revenues and decrease in interest expense. During the 2004 three-month period, the Company also incurred interest expense of $24,008,000, amortization of debt issuance costs of $368,000, and servicing and administrative fees of $281,000 compared to interest expense of $25,203,000, amortization of debt issuance costs of $351,000, and servicing and administrative fees of $282,000 for the 2003 three-month period.

For the six-month period ended June 30, 2004, the Company earned $88,673,000 in surcharge revenues and $268,000 in interest income compared to $85,081,000 in surcharge revenues and $443,000 in interest income for the six-month period ended June 30, 2003. The increase in surcharge revenues is due to changes in surcharge rates, partially offset by lower electricity sales by Detroit Edison. The amortization expense for the six-month periods ended June 30, 2004 and

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2003 was $39,152,000 and $33,359,000, respectively. The increase in amortization expense reflects the adjustment needed to have revenues and interest income equal expenses. The higher amount was primarily attributable to the increase in surcharge revenues and decrease in interest expense. During the 2004 six-month period, the Company also incurred interest expense of $48,441,000, amortization of debt issuance costs of $757,000, and servicing and administrative fees of $562,000 compared to interest expense of $50,818,000, amortization of debt issuance costs of $743,000, and servicing and administrative fees of $563,000 for the 2003 six-month period.

Detroit Edison, as Servicer, collects a surcharge from its customers for the benefit of the Company and the Securitization bondholders. The surcharge is adjusted annually to provide sufficient funds for timely payments related to the bonds. This surcharge rate was modified to $0.00374 per kilowatthour (kWh) on March 1, 2004 compared to $0.00336 per kWh that became effective March 1, 2003.

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


                                 
    Three Months Ended   Six Months Ended
    June 30
  June 30
    2004
  2003
  2004
  2003
(in Thousands)                                
Operating Revenues
  $ 44,113     $ 40,401     $ 88,673     $ 85,081  
 
   
 
     
 
     
 
     
 
 
Operating Expenses
                               
Amortization expense
    19,550       14,728       39,152       33,359  
Servicing and administrative fees
    281       282       562       563  
Other
    19       17       29       41  
 
   
 
     
 
     
 
     
 
 
 
    19,850       15,027       39,743       33,963  
 
   
 
     
 
     
 
     
 
 
Operating Income
    24,263       25,374       48,930       51,118  
 
   
 
     
 
     
 
     
 
 
Interest Expense and Other
                               
Interest expense
    24,008       25,203       48,441       50,818  
Interest income
    (113 )     (180 )     (268 )     (443 )
Amortization of debt issuance costs
    368       351       757       743  
 
   
 
     
 
     
 
     
 
 
 
    24,263       25,374       48,930       51,118  
 
   
 
     
 
     
 
     
 
 
Net Income
  $     $     $     $  
 
   
 
     
 
     
 
     
 
 


See Notes to Financial Statements (Unaudited)

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THE DETROIT EDISON SECURITIZATION FUNDING LLC
STATEMENT OF FINANCIAL POSITION


                 
    June 30    
    2004   December 31
(in Thousands)   (Unaudited)
  2003
ASSETS
               
Current Assets
               
Restricted cash
  $ 66,249     $ 79,447  
Accounts receivable
    27,958       22,193  
Accrued unbilled revenues
    9,469       9,225  
 
   
 
     
 
 
 
    103,676       110,865  
 
   
 
     
 
 
Securitized Regulatory Assets
               
Securitization property, less accumulated amortization of $235,462
and $192,473, respectively
    1,484,254       1,527,243  
 
   
 
     
 
 
Other Assets
               
Unamortized bond issuance cost, less accumulated amortization of
$4,147 and $3,390 respectively
    26,139       26,895  
 
   
 
     
 
 
 
  $ 1,614,069     $ 1,665,003  
 
   
 
     
 
 
LIABILITIES AND MEMBER’S EQUITY
               
Current Liabilities
               
Accrued interest
  $ 32,012     $ 32,894  
Accounts payable to member
    375       375  
Current portion of securitization bonds payable
    92,312       88,727  
Securitization reserve
    32,115       36,265  
 
   
 
     
 
 
 
    156,814       158,261  
 
   
 
     
 
 
Non-Current Liabilities and Deferred Credits
               
Securitization bonds payable
    1,446,422       1,496,221  
Other
    2,083       1,771  
 
   
 
     
 
 
 
    1,448,505       1,497,992  
 
   
 
     
 
 
Member’s Equity
    8,750       8,750  
 
   
 
     
 
 
 
  $ 1,614,069     $ 1,665,003  
 
   
 
     
 
 


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
(in Thousands)   2004
  2003
Operating Activities
               
Net income
  $     $  
Adjustments to reconcile net income to net cash
from operating activities:
               
Amortization
    39,909       34,102  
Changes in current assets and liabilities:
               
Accounts receivable and accrued unbilled revenues
    (6,009 )     3,204  
Interest payable
    (849 )     (824 )
Accounts payable
    (35 )      
 
   
 
     
 
 
Net cash from operating activities
    33,016       36,482  
 
   
 
     
 
 
Investing Activities
               
Restricted cash
    13,198       11,272  
 
   
 
     
 
 
Net cash from investing activities
    13,198       11,272  
 
   
 
     
 
 
Financing Activities
               
Payment of bonds
    (46,214 )     (47,754 )
 
   
 
     
 
 
Net cash used for financing activities
    (46,214 )     (47,754 )
 
   
 
     
 
 
Net Increase in Cash and Cash Equivalents
           
Cash and Cash Equivalents at Beginning of the Period
           
 
   
 
     
 
 
Cash and Cash Equivalents at End of the Period
  $     $  
 
   
 
     
 
 
Supplementary Cash Flow Information
               
Interest paid
  $ 49,290     $ 51,642  
 
   
 
     
 
 


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
    2004
  2003
(in Thousands)                
Balance beginning of period
  $ 8,750     $ 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

The financial statements included herein should be read in conjunction with the notes to financial statements contained in the 2003 Annual Report on Form 10-K.

The accompanying financial statements are prepared using accounting principles generally accepted in the United States of America. These accounting principles require management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the 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

The Company retired $46,214,000 of securitization bonds during the first quarter of 2004.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2004, and the related condensed statement of operations for the three-month and six-month periods ended June 30, 2004 and 2003, and the condensed statements of cash flows and member’s equity for the six-month periods ended June 30, 2004 and 2003. These interim financial statements are the responsibility of The Detroit Edison Securitization Funding LLC’s management.

We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), 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 reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim 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 standards of the Public Company Accounting Oversight Board (United States), the statement of financial position of The Detroit Edison Securitization Funding LLC as of December 31, 2003, 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 March 1, 2004, 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, 2003 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
August 3, 2004

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OTHER INFORMATION

EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

       
Exhibit      
Number   Description  
 
     
Filed:
     
99-51
  Monthly Servicer Certificate dated April 15, 2004  
 
     
99-52
  Monthly Servicer Certificate dated May 12, 2004  
 
     
99-53
  Monthly Servicer Certificate dated June 15, 2004  
 
     
Furnished:
     
32-9
  Chief Executive Officer Section 906 Certification of Periodic Report
 
     
32-10
  Chief Financial Officer Section 906 Certification of Periodic Report

(b) Reports on Form 8-K

During the quarterly period ended June 30, 2004, the Company did not file any Current Reports on Form 8-K.

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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 4, 2004   /s/ DANIEL G. BRUDZYNSKI
Daniel G. Brudzynski
Chief Accounting Officer and Controller

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Exhibit Index

       
Exhibit      
Number   Description  
 
     
32-9
  Chief Executive Officer Section 906 Certification of Periodic Report
 
     
32-10
  Chief Financial Officer Section 906 Certification of Periodic Report
 
     
99-51
  Monthly Servicer Certificate dated April 15, 2004  
 
     
99-52
  Monthly Servicer Certificate dated May 12, 2004  
 
     
99-53
  Monthly Servicer Certificate dated June 15, 2004  

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