-----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, A4lFq26/9zuTpqQH6w2p6bZbTK/sG8t0o+ts6ooyU8QPhqoHeb5tqm7LqOfWcDft Dhpl5i5NEpvgRNHEDRVYng== 0000930835-97-000028.txt : 19970723 0000930835-97-000028.hdr.sgml : 19970723 ACCESSION NUMBER: 0000930835-97-000028 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970331 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970722 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDISON MISSION ENERGY CENTRAL INDEX KEY: 0000930835 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 954031807 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24890 FILM NUMBER: 97643459 BUSINESS ADDRESS: STREET 1: 18101 VON KARMAN AVE STREET 2: STE 1700 CITY: IRVINE STATE: CA ZIP: 92715 BUSINESS PHONE: 7147525588 MAIL ADDRESS: STREET 1: 18101 VON KARMAN AVE STREET 2: STE 1700 CITY: IRVINE STATE: CA ZIP: 92715 FORMER COMPANY: FORMER CONFORMED NAME: MISSION ENERGY CO DATE OF NAME CHANGE: 19941003 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Amendment No. 2 to Application or Report Filed Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) March 31, 1997 EDISON MISSION ENERGY (Exact name of registrant as specified in its charter) CALIFORNIA (State or other jurisdiction of incorporation or organization) 1-13434 95-4031807 (Commission File Number) (I.R.S. Employer Identification No.) 18101 VON KARMAN AVENUE IRVINE, CALIFORNIA 92612 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 752-5588 NOT APPLICABLE (Former name or former address, if changed since last report.) The undersigned Registrant hereby amends the following items, financial statement, exhibits or other portions of its Current Report on Form 8-K dated May 22, 1997, as set forth in the pages attached hereto: Item 7. Financial Statements and Exhibits ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Financial statements pursuant to Item 7(a) are omitted because the required information is not applicable. (B) PRO FORMA FINANCIAL INFORMATION. - Unaudited Consolidated Balance Sheet as of June 30, 1997. - Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 1997 and the year ended December 31, 1996. - Notes to Unaudited Pro Forma Consolidated Financial Statements. (C) EXHIBITS. EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.2 Transaction Implementation Agreement, dated March 29, 1997 between The State Electricity Commission of Victoria, Edison Mission Energy Australia Limited, Loy Yang B Power Station Pty Ltd, Loy Yang Power Limited, The Honourable Alan Robert Stockdale, Leanne Power Pty Ltd and Edison Mission Energy. Incorporated by reference to the Registrant's Current Report on Form 8-K dated May 22, 1997. 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 thereunto duly authorized. EDISON MISSION ENERGY --------------------- (Registrant) By JAMES V. IACO, JR., ------------------------- SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Date: July 22, 1997 ------------- Unaudited Pro Forma Consolidated Financial Statements The following Unaudited Consolidated Balance Sheet as of June 30, 1997 reflects the completed transaction by Mission Energy Development Australia Pty Ltd, a subsidiary of Edison Mission Energy (Registrant), to acquire the State Government of Victoria's (State) 49% interest in the Loy Yang B Power Station (Loy Yang B) which occurred on May 8, 1997. Edison Mission Energy Australia Limited, a subsidiary of the Registrant, (together with other wholly owned affiliates of the Registrant) initially acquired 51% of Loy Yang B from the State in December 1992. In connection with the 1992 acquisition, the State Electricity Commission of Victoria entered into a 30 year power purchase agreement with the Registrant to acquire its share of the plant output. The Unaudited Consolidated Balance Sheet represents the Consolidated Balance Sheet to be included in the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. The Unaudited Pro Forma Statement of Operations for the six months ended June 30, 1997 and for the year ended December 31, 1996 reflect the acquisition as if it had been effected at the beginning of each of the periods presented. The acquisition is recorded under the purchase method of accounting. Consideration for the State's 49% interest consisted of (1) a cash payment of approximately $64 million (84 million Australian dollars), (2) termination of the existing power purchase agreement and other related agreements and (3) entering into a series of vesting contracts and hedges with the State resulting in a total transaction value of approximately $686 million (900 million Australian dollars) based on a preliminary valuation using discounted cash flows. The Registrant has no reason to believe that the final valuation will change materially and anticipates such valuation will be final in the fourth quarter of 1997. The excess of the purchase price, including tax effects, over the carrying value of the net assets acquired was allocated to property, plant and equipment. Acquisition costs totaled approximately $9 million. On May 8, 1997, the Registrant also closed financing of $964 million (1.265 billion Australian dollars), the proceeds of which were used to repay Loy Yang B's existing debt facilities of $713 million (935.5 million Australian dollars) with the balance used to finance the acquisition, return funds to various affiliates of the Registrant and pay deferred financing costs totaling approximately $6 million. An extraordinary loss of $13.1 million (net of income tax benefit of $8.6 million) was incurred as a result of early extinguishment of the existing debt facilities attributable to unamortized debt issue costs. The Unaudited Pro Forma Statement of Operations for the six months ended June 30, 1997 and for the year ended December 31, 1996 do not consider such extraordinary loss. The pro forma adjustments are based upon available information and upon certain assumptions that management believes are reasonable under the circumstances. The unaudited pro forma information does not purport to be indicative of the results that actually would have occurred if the acquisition had been made on the dates indicated, or which may be expected to occur in the future. The unaudited pro forma information should be read in conjunction with the notes thereto and the audited financial statements of the Registrant as set forth in its Annual Report on Form 10-K for the year ended December 31, 1996 filed on March 31, 1997, which includes operating results of Loy Yang B, as well as the Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 to be filed on or before August 14, 1997. EDISON MISSION ENERGY AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEET (IN THOUSANDS)
June 30, 1997 -------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 483,215 Accounts receivable -- trade 55,651 Accounts receivable -- affiliates 11,702 Prepaid expenses and other 13,141 ---------- Total current assets 563,709 ---------- INVESTMENTS Energy projects 873,023 Oil and gas 79,308 ---------- Total investments 952,331 ---------- PROPERTY, PLANT AND EQUIPMENT 3,468,254 Less accumulated depreciation and amortization 188,218 ---------- Net property, plant and equipment 3,280,036 ---------- OTHER ASSETS Long-term receivables 90,251 Goodwill 321,045 Deferred financing costs and other 56,740 ---------- Total other assets 468,036 ---------- TOTAL ASSETS $5,264,112 ========== See accompanying notes to unaudited pro forma consolidated financial statements.
EDISON MISSION ENERGY AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEET (IN THOUSANDS)
June 30, 1997 -------- LIABILITIES AND SHAREHOLDER'S EQUITY CURRENT LIABILITIES Accounts payable -- affiliates $ 18,547 Accounts payable and accrued liabilities 145,201 Interest payable 42,916 Current maturities of long-term obligations 66,011 ---------- Total current liabilities 272,675 ---------- LONG-TERM OBLIGATIONS, NET OF CURRENT MATURITIES 2,728,189 ---------- LONG-TERM DEFERRED LIABILITIES Deferred taxes and tax credits 552,773 Deferred revenue 653,502 Other 47,436 ---------- Total long-term deferred liabilities 1,253,711 ---------- Total liabilities 4,254,575 ---------- MINORITY INTERESTS 7,111 ---------- COMPANY - OBLIGATED MANDATORILY REDEEMABLE SECURITY OF PARTNERSHIP HOLDING SOLELY PARENT DEBENTURES 150,000 ---------- SHAREHOLDER'S EQUITY Common stock, no par value; 10,000 shares authorized; 100 shares issued and outstanding 64,130 Additional paid-in capital 629,406 Retained earnings 114,633 Cumulative translation adjustments 44,257 ---------- Total shareholder's equity 852,426 ---------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $5,264,112 ========== See accompanying notes to unaudited pro forma consolidated financial statements.
EDISON MISSION ENERGY AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1997 (IN THOUSANDS)
Edison Pro Forma Pro Forma Mission Adjustments Consolidated Energy OPERATING REVENUES Electric revenues $402,343 ($59,922) (A) $342,421 Equity in income from energy projects 61,181 61,181 Equity in income from oil and gas 22,726 22,726 Operation and maintenance services 20,241 20,241 --------- --------- Total operating revenues 506,491 (59,922) 446,569 --------- -------- --------- OPERATING EXPENSES Fuel 103,755 (12,561) (B) 91,194 Plant operations 66,247 66,247 Operation and maintenance services 14,441 1,678 (C) 16,119 Depreciation and amortization 56,173 (8,319) (D) 47,854 Administrative and general 45,645 45,645 --------- --------- Total operating expenses 286,261 (19,202) 267,059 --------- -------- --------- Income from operations 220,230 (40,720) 179,510 --------- -------- --------- OTHER INCOME (EXPENSE) Interest and other income 13,184 13,184 Gain on sale of interest in projects 26,642 26,642 Interest expense (105,877) 4,606 (E) (101,271) Dividends on preferred securities (6,560) (6,560) Minority interest (37,705) 36,696 (F) (1,009) --------- ------- --------- Total other income (expense) (110,316) 41,302 (69,014) --------- ------- --------- Income before income taxes 109,914 582 110,496 --------- ------- --------- Provision for income taxes 44,749 (213) (G) 44,536 --------- -------- --------- NET INCOME $ 65,165 $ 795 $ 65,960 ========= ======== ========= See accompanying notes to unaudited pro forma consolidated financial statements.
EDISON MISSION ENERGY AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1996 (IN THOUSANDS)
Edison Pro Forma Pro Forma Mission Adjustments Consolidated Energy OPERATING REVENUES Electric revenues $650,838 ($112,466) (A) $538,372 Equity in income from energy projects 128,823 128,823 Equity in income from oil and gas 25,090 25,090 Operation and maintenance services 38,867 38,867 --------- --------- Total operating revenues 843,618 (112,466) 731,152 --------- ---------- --------- OPERATING EXPENSES Fuel 137,151 (15,917) (B) 121,234 Plant operations 124,451 124,451 Operation and maintenance services 28,065 3,502 (C) 31,567 Depreciation and amortization 89,853 (12,489) (D) 77,364 Administrative and general 96,954 96,954 --------- --------- Total operating expenses 476,474 (24,904) 451,570 --------- --------- --------- Income from operations 367,144 (87,562) 279,582 --------- --------- --------- OTHER INCOME (EXPENSE) Interest and other income 20,766 20,766 Gain on sale of interest in projects 19,986 19,986 Interest expense (151,139) 3,469 (E) (147,670) Dividends on preferred securities (13,100) (13,100) Minority interest (69,547) 68,147 (F) (1,400) --------- --------- --------- Total other income (expense) (193,034) 71,616 (121,418) --------- --------- --------- Income before income taxes 174,110 (15,946) 158,164 --------- --------- --------- Provision for income taxes 82,045 (6,586) (G) 75,459 --------- --------- --------- NET INCOME $ 92,065 ($9,360) $ 82,705 ========= ========= ========= See accompanying notes to unaudited pro forma consolidated financial statements.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (A) Pro forma decrease in electric revenues resulting from termination of existing power purchase agreement and entering into a series of vesting contracts and hedges with the State Government of Victoria. (B) Pro forma decrease in fuel expense resulting from entering into a new 50- year agreement with the owner of Loy Yang A and the Loy Yang Mine for the supply of brown coal. (C) Pro forma increase in operation and maintenance services expense resulting from grid connection fees as the project now trades directly into the Pool and the elimination of the operator fee credit directly related to the 49% ownership interest. (D) Pro forma decrease in depreciation expense of $8.3 million and $12.5 million for the six months ended June 30, 1997 and for the year ended December 31, 1996, respectively, resulting from a change in the estimated useful lives of Loy Yang B property, plant and equipment, partially offset from the step up in fixed asset values resulting from the acquisition and related deferred tax accounting. The change in the estimated useful lives resulted from the termination of the existing power purchase agreement which had provided for an approximate 30-year useful life to currently a 50-year useful life based on Loy Yang B's projected economic life. (E) To decrease interest expense related to the lower effective interest rate of 7.96% from 10.71% resulting from the financing, partially offset by an increase in net borrowings. (F) Elimination of minority interest expense directly attributable to Loy Yang B. (G) Change income tax expense as a result of pro forma adjustments which affect taxable income. -----END PRIVACY-ENHANCED MESSAGE-----