-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OgDXx606ywfpj6OIlz9bxD9/5KtsuRsQlXFamQRK+FOLi33R4PZ4XyjgGKvJJUk3 hFfWScvp9xvBf/a9gRdC+A== 0000925655-99-000015.txt : 19990705 0000925655-99-000015.hdr.sgml : 19990705 ACCESSION NUMBER: 0000925655-99-000015 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIGEN ENERGY CORP CENTRAL INDEX KEY: 0000925655 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 133378939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-13264 FILM NUMBER: 99658512 BUSINESS ADDRESS: STREET 1: ONE WATER ST CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 9142866600 MAIL ADDRESS: STREET 1: ONE WATER ST CITY: WHITE PLAINS STATE: NY ZIP: 10601 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________________________________ FORM 8-K/A-2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: April 23, 1999 TRIGEN ENERGY CORPORATION Delaware 1-13264 13-3378939 - --------------- ------------------- ------------------ State or other Commission File No. IRS Employer Jurisdiction of Identification No. Incorporation One Water Street White Plains, NY 10601-1009 - ----------------------- ------------- Address of Principal Zip Code Executive Offices 914-286-6600 ------------------- Registrant's telephone number Item 2. Acquisition or Disposition of Assets On April 23, 1999, the Pennsylvania Court of Common Pleas of Philadelphia County approved a settlement agreement which ended the lawsuit brought by Grays Ferry Cogeneration Partnership (the "Partnership"), Trigen-Schuylkill Cogeneration, Inc. ("Trigen- Schuylkill") and Cogen America Schuylkill Inc. ("Cogen America") against PECO Energy Company ("PECO") and Adwin (Schuylkill) Cogeneration, Inc. ("Adwin"). The Partnership is the owner of the Grays Ferry Cogeneration Facility located in Philadelphia, Pennsylvania. The Partnership, Trigen-Schuylkill and Cogen America commenced this lawsuit in reaction to the alleged termination by PECO on March 3, 1998, of the electric power purchase agreements between the Partnership and PECO (the "Power Purchase Agreements"). Under the settlement agreement PECO's subsidiary, Adwin, surrendered its rights to its one-third partnership interest in the Partnership to the two remaining partners, Trigen-Schuylkill and Cogen America. As a result, Trigen- Schuylkill now owns one half of the Partnership and Cogen America owns the other half. Trigen-Schuylkill is a wholly owned subsidiary of Trigen Energy Corporation. The receipt of the additional interest in the Partnership will be accounted for by Trigen Energy Corporation using the purchase method of accounting for business combinations. Trigen Energy Corporation which now owns a 50% interest in the Partnership, will continue to account for its investment using the equity method. Item 7. Financial Statements and Exhibits (a) Financial Statements: The financial statements of Grays Ferry Cogeneration Partnership which were filed as Exhibit 99 in the Trigen Energy Corporation's Form 10-K for the year ended December 31, 1998, are incorporated herein by reference. The interim unaudited financial statements of Grays Ferry Cogeneration Partnership as of March 31, 1999 and for the periods ended March 31, 1999 and 1998 are included herein.
GRAYS FERRY COGENERATION PARTNERSHIP STATEMENTS OF INCOME For the Three Months Ended March 31, 1999 and 1998 Unaudited (In thousands) 1999 1998 Revenues Electric energy sales $10,217 $10,310 Steam sales 5,013 4,002 Capacity fees: Electric 2,403 2,189 Steam 750 532 Fees earned and other revenues 790 - ------------------- Total revenues 19,173 17,033 ------------------ Operating expenses Fuel and consumables: Related parties 876 714 Other 8,163 7,646 Production and operating expenses: Related parties 393 354 Other 480 320 Depreciation and amortization 1,891 1,620 General and administrative: Related parties 888 653 Other 1,944 345 ------------------ Total operating expenses 14,635 11,652 ------------------ Operating income 4,538 5,381 Other income (expense) Interest expense (3,006) (2,241) Other income (expense), net (221) 27 ------------------ Earnings before income taxes and cumulative effect of a change in an accounting principle 1,311 3,167 Income taxes 85 209 ------------------ Earnings before cumulative effect of a change in an accounting principle 1,226 2,958 Cumulative effect of a change in an accounting principle, net of tax benefit (357) - ------------------ Net earnings $ 869 $ 2,958 ================== See accompanying notes to financial statements.
[CAPTION] GRAYS FERRY COGENERATION PARTNERSHIP BALANCE SHEET Unaudited (In thousands) March 31, 1999 ------------ Assets Current assets Cash and cash equivalents $ 19,050 Accounts receivable Related parties 7,492 Other 2,596 Inventories 1,457 ------------- Total current assets 30,595 Property, plant and equipment, net 141,647 Other assets 6,878 -------------- Total assets $179,120 ============== Liabilities and Partners' Capital Current liabilities Construction loan $ 85,809 Subordinated debt 15,000 Accounts payable and accrued liabilities - related parties 4,251 Accounts payable and accrued liabilities - other 16,871 Retainage payable 5,582 Total current liabilities 127,513 Partners' capital 51,607 Total liabilities and partners' capital $179,120
See accompanying notes to financial statements.
GRAYS FERRY COGENERATION PARTNERSHIP STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1999 and 1998 Unaudited (In thousands) 1999 1998 ------------- Cash flows from operating activities Net earnings $ 869 $ 2,958 Adjustments to reconcile net income to net cash Flow Cumulative effect of a change in an accounting principle 357 - Depreciation 1,891 1,620 Amortization of other asset 109 100 Changes in assets and liabilities which provided (used) cash Accounts receivable - related parties 3,187 (15,332) Accounts receivable - other (791) (3,071) Prepaid assets 707 (979) Inventories 117 (73) Accounts payable and accrued expenses - related parties 747 1,629 Accounts payable and accrued expenses - other 1,854 5,661 Other assets (110) 55 ------------------ Net cash provided by operating activities 8,937 (7,432) ------------------- Cash flows from investing activities Capital expenditures - (2,478) ------------------ Net cash used in investing activities - (2,478) -------------------- Cash flows from financing activities Proceeds from borrowings under construction loan and subordinated debt - 8,500 Repayment of construction loan (8,515) - ------------------- Net cash provided by (used in) financing activities (8,515) 8,500 -------------------- Cash and cash equivalent Increase (decrease) 422 (1,410) At beginning of period 18,628 6,442 --------------------- At end of period $19,050 $ 5,032 ==================== Supplemental disclosure of cash flow information Cash paid during the period for Interest $ 1,686 $ 1,982 ---------------------
See accompanying notes to financial statements. GRAYS FERRY COGENERATION PARTNERSHIP NOTES TO FINANCIAL STATEMENTS Unaudited 1. Organization of Partnership Grays Ferry Cogeneration Partnership, (the "Partnership") was organized on October 29, 1991 as a Pennsylvania general partnership for the sole purpose of developing, owning, constructing and operating a 150 megawatt gas and oil fired qualifying cogeneration facility at the Schuylkill Station of Trigen- Philadelphia Energy Corporation in Philadelphia, Pennsylvania. For the period from October 29, 1991 through January 8, 1998, the Partnership was considered a development stage entity as its sole activity was construction of the facility. Pursuant to 20-year electricity and 25-year steam purchase agreements between the Partnership and its two customers, sales of electricity and steam began in January 9, 1998, the date of Commercial Operations. Up to April 23, 1999, the Partnership's general partners were Adwin (Schuylkill) Cogeneration, Inc. ("Adwin"), Trigen (Schuylkill) Cogeneration, Inc. ("Trigen-Schuylkill") and Cogen America Schuylkill, Inc. ("Cogen America"). The three general partners were equal partners, with net operating profits and losses and distributions to be allocated equally to the partners, subject to the terms and provisions as stated in the Amended and Restated Partnership Agreement. 2. Basis of Presentation The financial statements of the Partnership presented herein are unaudited. However, such information reflects all adjustments, consisting of normal recurring adjustments, which are, in the opinion of management, necessary to present fairly the financial position as of March 31, 1999, and the results of operations and the cash flows for the three months ended March 31, 1999 and 1998. The results of operations and cash flows for the three month period ended March 31, 1999 are not indicative of those to be expected for the year ending December 31, 1999. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 1998 filed as Exhibit 99 in Trigen Energy Corporation's Form 10-K for the year ended December 31, 1998. 3. Legal Proceedings On April 23, 1999, the Pennsylvania Court of Common Pleas of Philadelphia County approved a settlement agreement which ended the lawsuit brought by the Partnership, Trigen-Schuylkill and Cogen America against PECO Energy Company ("PECO") and Adwin. The Partnership is the owner of the Grays Ferry Cogeneration Facility located in Philadelphia, Pennsylvania. The Partnership, Trigen-Schuylkill and Cogen America commenced this lawsuit in reaction to the alleged termination by PECO on March 3, 1998, of the electric power purchase agreements between the Partnership and PECO (the "Power Purchase Agreements"). GRAYS FERRY COGENERATION PARTNERSHIP NOTES TO FINANCIAL STATEMENTS Unaudited Under the settlement agreement PECO's subsidiary, Adwin, surrendered its rights to its one-third partnership interest in the Partnership to the two remaining partners, Trigen-Schuylkill and Cogen America. As a result, Trigen- Schuylkill now owns one half of the Partnership and Cogen America owns the other half. 4. Cumulative Effect of a Change in an Accounting Principle Effective January 1, 1999, the Partnership adopted the American Institute of Certified Public Accountants Statement of Position No. 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that costs associated with start-up activities and organizational costs be expensed as incurred. The effect of the adoption was an after-tax charge of $357,000, to expense deferred organizational and start-up costs as a cumulative effect of a change in an accounting principle. Item 7. Financial Statements and Exhibits (Continued) (b) Pro Forma Financial Information: The following unaudited pro forma financial data gives effect to the settlement and receipt of the additional interest in the Partnership. The unaudited pro forma consolidated balance sheet was prepared based on Trigen Energy Corporation's unaudited consolidated financial statements as of March 31, 1999 giving effect to the settlement and receipt of the additional interest in the Partnership as if such event occurred on March 31, 1999. The unaudited pro forma consolidated statements of operations for the year ended December 31, 1998 and the three months ended March 31, 1999 were prepared based on Trigen Energy Corporation's audited and unaudited consolidated financial statements for such periods, giving effect to the settlement and the receipt of the additional interest in the Partnership as if such event occurred on January 1, 1998. The pro forma consolidated financial statements and accompanying notes should be read in conjunction with the historical financial statements of Trigen Energy Corporation and the Partnership and the related notes thereto. The pro forma consolidated financial statements are provided for informational purposes only in response to SEC requirements and do not purport to represent what Trigen Energy Corporation's financial position or results of operations would actually have been if the settlement and receipt of an additional interest in the Partnership had in fact occurred at such dates or to project Trigen Energy Corporation's financial position or results of operations for any future date or period.
TRIGEN ENERGY CORPORATION UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET As of March 31, 1999 (In Thousands) Consolidated Pro forma Pro Forma Trigen Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $12,186 $ 12,186 Accounts receivable, net 50,981 50,981 Inventories 7,250 7,250 Prepaid expenses 6,608 6,608 ------- --------- ---------- Total current assets 77,025 - 77,025 Restricted cash and cash equivalents 4,599 4,599 Property, plant and equipment, net 454,197 454,197 Investment in non-consolidated partnerships 28,577 12,245 (a) 40,822 Intangible assets, net 48,042 48,042 Deferred costs and other assets, net 21,402 21,402 -------- -------- -------- Total Assets $633,842 $12,245 $646,087 ========= ========== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term debt $ 11,700 $ 11,700 Current portion of long-term debt 16,650 16,650 Account payable 8,472 8,472 Accrued income taxes 6,515 5,069 (b) 11,584 Accrued fuel 10,136 10,136 Accrued expenses and other current liabilities 25,956 25,956 ----------- --------- --------- Total current liabilities 79,429 5,069 84,498 Long-term debt 352,643 352,643 Other liabilities 4,492 4,492 Deferred income taxes 39,126 39,126 ---------- ----------- ---------- Total liabilities 475,690 5,069 480,759 Minority interests in subsidiaries 8,692 8,692 Stockholders' equity Preferred stock - - Common stock 124 124 Additional paid in capital 120,386 120,386 Retained earnings 37,212 7,176 (c) 44,388 Unearned compensation - restricted stock (4,840) (4,840) Accumulated other comprehensive loss (1,936) (1,936) Treasury stock, at cost (1,486) (1,486) --------- ---------- ------- Total stockholders' equity 149,460 7,176 156,636 --------- ----------- -------- - -- Total liabilities and stockholders' equity $633,842 $ 12,245 $646,087 ======== =========== =========
See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements
TRIGEN ENERGY CORPORATION UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 1998 (In Thousands, except per share data) Consolidated Pro forma Pro forma Pro Forma Trigen Adjustments Adjustmts Consolidated Revenues Thermal energy $ 182,432 $182,432 Electric energy 42,667 42,667 Equity in earnings of non- Consolidated partnerships 4,475 2,549 (f) 7,024 Fees earned and other revenues 12,820 12,820 ---------- ------ --------- --------- Total revenues 242,394 - 2,549 244,943 Operating expenses Fuel and consumables 95,957 95,957 Production and operating 53,840 53,840 Depreciation 19,780 19,780 General and administration 40,994 40,994 --------- -------- ---------- ---------- Total operating expenses 210,571 - - 210,571 -------- -------- --------- ---------- Operating income 31,823 - 2,549 34,372 Other income (expense) Interest expense (23,742) (23,742) Other income, net 5,570 12,245 (d) 17,815 --------- -------- ---------- ---------- Earnings before minority interests, income taxes and extraordinary item 13,651 12,245 2,549 28,445 Minority interests in earnings of subsidiaries (2,519) (2,519) --------- --------- --------- --------- Earnings before income taxes and extraordinary item 11,132 12,245 2,549 25,926 Income taxes 4,575 5,069 (e) 1,055 (g) 10,699 ---------- -------- ------------ --------- Earnings before extraordinary item 6,557 7,176 1,494 15,227 Extraordinary loss from extinguishment of debt, net of income tax benefit (299) (299) ---------- --------- ----------- --------- Net earnings $ 6,258 $7,176 $1,494 $14,928 =========== ========= =========== ========== Basic earnings per common share Before extraordinary item $ 0.55 $ 1.27 Extraordinary loss (0.03) (0.03) ----------- --------- Net earnings $ 0.52 $ 1.24 ----------- ---------- Diluted earnings per common share Before extraordinary item $ 0.55 $ 1.27 Extraordinary loss (0.03) (0.03) ----------- --------- Net earnings $ 0.52 $ 1.24 ----------- ---------- Average shares outstanding - basic 12,007 12,007 ------------- ---------- Average shares outstanding - diluted 12,009 12,009 ----------- ---------
See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements
TRIGEN ENERGY CORPORATION UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the Three Months Ended March 31, 1999 (In Thousands, except per share data) Consolidated Pro forma Pro Forma Trigen Adjustments Consolidated Revenues Thermal energy $70,685 $70,685 Electric energy 10,793 10,793 Equity in earnings of non- Consolidated partnerships 146 204 (h) 350 Fees earned and other revenues 3,805 3,805 Total revenues 85,429 204 85,633 Operating expenses Fuel and consumables 38,291 38,291 Production and operating 13,534 13,534 Depreciation 6,500 6,500 General and administration 10,219 10,219 -------- ------- -------- Total operating expenses 68,544 - 68,544 -------- ------- --------- Operating income 16,885 204 17,089 Other income (expense) Interest expense (6,280) (6,280) Other income, net 358 358 ------- ------- ---------- Earnings before minority interests, income taxes and cumulative effect of a change in an accounting principle 10,963 204 11,167 Minority interests in earnings of subsidiaries (504) (504) Earnings before income taxes and cumulative effect of a change in an accounting principle 10,459 204 10,663 Income taxes 4,330 84 (i) 4,414 -------- -------- --------- Earnings before cumulative effect of a change in an accounting principle 6,129 120 6,249 Cumulative effect of a change in an accounting principle, net of income tax benefit (4,903) (4,903) --------- -------- ---------- Net earnings $1,226 $120 $ 1,346 ========= ======== ========= Basic earnings per common share before Cumulative effect of a change in an accounting principle $ 0.51 $ 0.52 Cumulative effect of a change in an accounting principle (0.41) (0.41) --------- ---------- Net earnings $ 0.10 $ 0.11 --------- ---------- Diluted earnings per common share before cumulative effect of a change in an accounting principle $ 0.51 $ 0.52 Cumulative effect of a change in an accounting principle (0.41) (0.41) -------- -------- Net earnings $ 0.10 $ 0.11 -------- -------- Average shares outstanding - basic 12,004 12,004 -------- ---------- Average shares outstanding - diluted 12,005 12,005 --------- ----------
See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements Notes to Unaudited Pro Forma Consolidated Financial Statements (a) Pro forma Balance Sheet adjustment of $12.2 million to increase investments in non-consolidated partnerships to reflect the gain associated with the settlement of the Partnership lawsuit. This pro forma gain represents the fair value of one-half of Adwin's one-third investment in the Partnership which Adwin surrendered to Trigen-Schuylkill under the terms of the settlement agreement. We had previously stated that if the book value of that interest approximated market value, the gain would have been $9.2 million. (b) Pro forma Balance Sheet adjustment to reflect an increase of $5.1 million in accrued tax liabilities for tax expense associated with the gain. The income tax balance is based on the U.S. statutory rate of 35% plus state and local income taxes. (c) Pro forma Balance Sheet adjustment of $7.2 million to retained earnings to reflect the net income effect of the gain. (d) Pro forma Statement of Operations adjustment of $12.2 million to other income, net, to reflect the gain associated with the settlement of the Partnership lawsuit. This pro forma gain represents the fair value of one- half of Adwin's one-third investment in the Partnership which Adwin surrendered to Trigen-Schuylkill under the terms of the settlement agreement. (e) Pro forma Statement of Operations adjustment to reflect a $5.1 million accrued tax expense associated with the gain. The income tax expense is based on the U.S. statutory rate of 35% plus state and local income taxes. (f) Pro forma Statement of Operations adjustment to include incremental 1998 Partnership income of $2.5 million reflecting the 16.7% increase in ownership percentage. (g) Pro forma Statement of Operations adjustment to reflect tax expense of $1.1 million associated with the incremental 1998 partnership income. The income tax expense is based on the U.S. statutory rate of 35% plus state and local income taxes. (h) Pro forma Statement of Operations adjustment to include incremental 1999 Partnership income of $.2 million reflecting the 16.7% increase in ownership percentage. (i) Pro forma Statement of Operations adjustment to reflect tax expense of $.1 million associated with the incremental 1999 partnership income. The income tax expense is based on the U.S. statutory rate of 35% plus state and local income taxes. SIGNATURES 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 hereunto duly authorized. TRIGEN ENERGY CORPORATION Date: July 2, 1999 By: /s/ Martin S. Stone ------------------------- Martin S. Stone, Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----