SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 33-46795 OLD DOMINION ELECTRIC COOPERATIVE (Exact Name of Registrant as Specified in Its Charter) VIRGINIA 23-7048405 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 4201 Dominion Boulevard, Glen Allen, Virginia 23060 (Address of Principal Executive Offices) (Zip Code) ---------- (804) 747-0592 (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 The Registrant is a membership corporation and has no authorized or outstanding equity securities. OLD DOMINION ELECTRIC COOPERATIVE INDEX Page Number PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets - September 30, 1996 (Unaudited) and December 31, 1995 3 Consolidated Statements of Revenues, Expenses and Patronage Capital (Unaudited) - Three and Nine Months Ended September 30, 1996 and 1995 5 Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, 1996 and 1995 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. Other Information Item 1. Legal Proceedings 12 Item 6. Exhibits and Reports on Form 8-K 12 Signature 13 Exhibit Index 14 2 OLD DOMINION ELECTRIC COOPERATIVE PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS September 30, December 31, 1996 1995 -------------------------------- (in thousands) (unaudited) (*) ASSETS: Electric Plant: In service ....................................... $ 856,062 $ 588,636 Less accumulated depreciation .................... (82,258) (68,738) ----------- ----------- 773,804 519,898 Nuclear fuel, at amortized cost .................. 5,505 6,026 Plant acquisition adjustment, at amortized cost .. 25,308 26,860 Construction work in progress .................... 16,081 269,554 ----------- ----------- Net Utility Plant ............................. 820,698 822,338 ----------- ----------- Decommissioning Fund ............................... 39,055 36,118 Other Investments and Funds ........................ 163,997 58,809 Current Assets: Cash and cash equivalents ........................ 72,237 63,670 Note receivable, net of allowance of $10.6 million 6,383 13,793 Receivables, net of allowance of $.4 million ..... 30,253 35,255 Fuel stock ....................................... 3,159 3,189 Materials and supplies, at average cost .......... 5,229 4,971 Prepayments ...................................... 860 1,069 Deferred energy .................................. -- 463 ----------- ----------- Total Current Assets .......................... 118,121 122,410 ----------- ----------- Deferred Charges ................................... 28,204 29,575 Other Assets ....................................... 12,032 9,696 ----------- ----------- Total Assets .................................. $ 1,182,107 $ 1,078,946 =========== =========== The accompanying notes are an integral part of the consolidated financial statements. (*) The Consolidated Balance Sheet at December 31, 1995, has been taken from the audited financial statements at that date, but does not include all disclosures required by generally accepted accounting principles. 3 OLD DOMINION ELECTRIC COOPERATIVE CONSOLIDATED BALANCE SHEETS September 30, December 31, 1996 1995 ---------------- ------------ (in thousands) (unaudited) (*) CAPITALIZATION AND LIABILITIES: Capitalization: Patronage capital ..................... $ 181,831 $ 172,513 Long-term debt ........................ 791,757 738,974 ---------- ---------- Total Capitalization ............... 973,588 911,487 ---------- ---------- Current Liabilities: Long-term debt due within one year .... 17,548 18,385 Notes payable ......................... -- 8,700 Accounts payable ...................... 45,691 62,954 Construction contract payable ......... 15,451 22,541 Deferred energy ....................... 1,606 -- Accrued interest ...................... 17,793 5,020 Accrued taxes ......................... 2,044 113 Other ................................. 2,705 3,856 ---------- ---------- Total Current Liabilities .......... 102,838 121,569 ---------- ---------- Decommissioning Reserve ................. 39,055 36,118 Other Liabilities and Deferred Credits .. 66,626 9,772 Commitments and Contingencies ---------- ---------- Total Capitalization and Liabilities $1,182,107 $1,078,946 ========== ========== The accompanying notes are an integral part of the consolidated financial statements. (*) The Consolidated Balance Sheet at December 31, 1995, has been taken from the audited financial statements at that date, but does not include all disclosures required by generally accepted accounting principles. 4 OLD DOMINION ELECTRIC COOPERATIVE CONSOLIDATED STATEMENTS OF REVENUES, EXPENSES AND PATRONAGE CAPITAL (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, --------------- -------------- 1996 1995 1996 1995 ------------------------ --------------------------- (in thousands) Operating Revenues: Sales to members .................. $ 98,591 $ 95,614 $ 279,548 $ 263,904 Sales to non-members .............. 40 -- 247 -- --------- --------- --------- --------- 98,631 95,614 279,795 263,904 --------- --------- --------- --------- Operating Expenses: Operation- Fuel ............................ 9,221 1,988 27,821 4,865 Purchased power ................. 44,202 71,940 147,807 194,451 Other ........................... 6,125 1,447 14,991 4,575 --------- --------- --------- --------- 59,548 75,375 190,619 203,891 Maintenance ....................... 2,908 1,205 6,798 4,304 Administrative and general ........ 3,737 3,638 10,879 9,328 Depreciation and amortization ..... 5,219 2,218 16,350 6,672 Amortization of Lease Gains ....... (505) -- (907) -- Decommissioning cost .............. 171 171 511 511 Taxes other than income taxes ..... 1,460 1,011 4,452 3,163 --------- --------- --------- --------- Total Operating Expenses ..... 72,538 83,618 228,702 227,869 --------- --------- --------- --------- Operating Margin .................... 26,093 11,996 51,093 36,035 --------- --------- --------- --------- Other Expense, net .................. 10,066 -- 4,311 -- --------- --------- --------- --------- Investment Income: Interest .......................... 1,191 2,164 3,944 5,722 Other ............................. 739 87 1,284 242 --------- --------- --------- --------- Total Investment Income ...... 1,930 2,251 5,228 5,964 --------- --------- --------- --------- Interest Charges: Interest on long-term debt, net ... 14,974 16,511 46,265 48,387 Other ............................. 134 60 321 187 Allowance for borrowed funds used during construction ......... (174) (10,953) (3,894) (31,914) --------- --------- --------- --------- Net Interest Charges ......... 14,934 5,618 42,692 16,660 --------- --------- --------- --------- Net Margin .......................... 3,023 8,629 9,318 25,339 Patronage Capital-beginning of period 178,808 155,195 172,513 138,485 --------- --------- --------- --------- Patronage Capital-end of period ..... $181,831 $ 163,824 $181,831 $ 163,824 ========= ========= ========= ========= The accompanying notes are an integral part of the consolidated financial statements. 5 OLD DOMINION ELECTRIC COOPERATIVE CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, --------------- ---------- 1996 1995 --------------- --------- (in thousands) Cash Provided By Operating Activities: Net margin .................................................... $ 9,318 $ 25,339 Adjustments to reconcile net margin to net cash provided by operating activities: Depreciation ................................................ 14,705 5,040 Amortization of plant acquisition adjustment ................ 1,552 1,550 Amortization of nuclear fuel ................................ 4,385 3,627 Decommissioning costs ....................................... 511 511 Amortization of debt discount ............................... 1,289 325 Amortization of other debt costs ............................ 925 935 Amortization of deferred charges and other assets ........... 87 76 Provision for losses on notes and accounts receivable ....... 11,010 -- Amortization of lease obligation ............................ 2,618 -- Gain from lease transactions ................................ (6,672) -- Change in current assets .................................... 1,383 (3,297) Change in current liabilities ............................... (10,341) 50,587 Decrease in deferred charges ................................ 529 275 Increase in other assets .................................... (2,506) (135) Increase (decrease) in other liabilities and deferred credits 63,526 (591) --------- --------- Net Cash Provided By Operating Activities ................ 92,319 84,242 --------- --------- Cash Provided By (Used For) Financing Activities: Additions to long-term debt ................................... 23,884 -- Obligations under long-term lease ............................. 107,566 -- Reductions of long-term debt .................................. (83,411) (7,413) --------- --------- Net Cash Provided By (Used For) Financing Activities ..... 48,039 (7,413) --------- --------- Cash Used For Investing Activities: Additions to electric plant ................................... (26,099) (73,956) Decommissioning fund deposits ................................. (511) (511) (Additions to) reduction of other investments and funds, net .. (105,188) 45,678 Retirement work in progress ................................... 7 (877) --------- --------- Net Cash Used For Investing Activities ................... (131,791) (29,666) --------- --------- Net Increase in Cash and Cash Equivalents ................ 8,567 47,163 Beginning of Period Cash and Cash Equivalents ................. 63,670 66,678 --------- --------- End of Period Cash and Cash Equivalents ....................... $ 72,237 $ 113,841 ========= ========= The accompanying notes are an integral part of the consolidated financial statements. 6 OLD DOMINION ELECTRIC COOPERATIVE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management of Old Dominion Electric Cooperative ("Old Dominion"), the accompanying unaudited consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary for a fair statement of Old Dominion's consolidated financial position as of September 30, 1996, its consolidated results of operations for the three and nine months ended September 30, 1996 and 1995, and its consolidated cash flows for the nine months ended September 30, 1996 and 1995. The consolidated results of operations for the nine months ended September 30, 1996, are not necessarily indicative of the results to be expected for the entire year. These financial statements should be read in conjunction with the financial statements and notes thereto included in Old Dominion's 1995 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC"). 2. During the third quarter of 1996, Old Dominion's board of directors decided to explore divestiture of the interest held by Old Dominion and its affiliates in Seacoast, Inc. ("Seacoast"), which had an aggregate book value of $17.6 million at September 30, 1996, including related notes and accounts receivable plus accrued interest. Based on current negotiations with several potential buyers, management has decided to provide a reserve of approximately $11.5 million against Old Dominion's interest in Seacoast. This reserve includes $.5 million reserved for Old Dominion's estimate of future expenditures related to the divestiture. On July 31, 1996, Seacoast filed a $26.0 million lawsuit against INECEL, the state-owned electric utility in Ecuador, seeking to recover approximately $16.3 million in costs owed under the contract, plus damages and fees. The owners of Seacoast expect to retain their respective rights to this claim in the event of a divestiture of their interests in Seacoast and intend to pursue vigorously the claim against INECEL. On May 24, 1996, a default judgment of approximately $27.0 million was rendered against Seacoast pursuant to a claim filed in the District Court of Travis County, Texas, by an entity seeking damages for breech of an oral contract by the former owners of Seacoast. Seacoast's registered agent in Texas failed to notify the owners of Seacoast of the claim in a timely manner. The present owners of Seacoast believe this default judgment will be overturned when the claim is heard on its own merits. However, Old Dominion's ability to realize the unreserved portion of its interest in Seacoast could be adversely affected if the default judgment is not overturned. 3. Certain reclassifications have been made to the accompanying prior year's consolidated financial statements to conform with the current year presentation. 7 OLD DOMINION ELECTRIC COOPERATIVE ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Operating Revenues. Old Dominion's operating revenues are derived from power sales to its Members and to non-members. Revenues from sales to Members are a function of the requirement for power by the Members' consumers and Old Dominion's cost of service in meeting that requirement. The major factors affecting Members' consumers' demand for power are the growth in the number of consumers and seasonal weather fluctuations. The following table illustrates increases (decreases) in operating revenues by component: Three Months Nine Months Ended Ended September 30, September 30, 1996 vs 1995 1996 vs 1995 ------------- ------------- (in thousands) Sales to Members: Power sales volume $ (4,360) $ 21,147 Blended rates (177) (1,339) Fuel adjustment revenues (4,599) (12,186) Margin stabilization plan adjustment 12,113 8,022 Sales to Non-members 40 247 ---------- --------- $ 3,017 $ 15,891 ========== ========= Operating revenues for the three months ended September 30, 1996, increased as compared to the same period in 1995 due to a $12.1 million change in the margin stabilization plan adjustment. This change is primarily the result of the partial write-off of Old Dominion's investment in Seacoast, Inc. See "Other Matters." The change in the margin stabilization plan adjustment was off-set by a $4.6 million decrease in fuel adjustment revenues. Additionally, there was 3.6% decrease in demand sales and a 6.3% decrease in energy sales. The decreases were the result of colder than normal temperatures in the third quarter of 1996 as compared to extremely hot temperatures in July and August of 1995. Old Dominion's demand and energy sales for the three months ended September 30, 1996, were 3,668,042 kW and 1,840,155 MWh, respectively. Demand and energy sales for the three months ended September 30, 1995, were 3,796,156 kW and 1,962,817 MWh, respectively. Operating revenues for the nine months ended September 30, 1996, increased as compared to the same period in 1995 due to an 8.5% increase in demand sales and a 4.9% increase in energy sales. Additionally, operating revenues increased due to a $8.0 million change in the margin stabilization plan adjustment The increase in demand and energy sales was caused by extremely cold temperatures in February and extremely hot temperatures in May combined with colder than normal temperatures in March and April. Demand and energy sales for the nine months ended September 30, 1996, were 11,421,737 kW and 5,630,571 MWh, respectively. Demand and energy sales for the nine months ended September 30, 1995 were 10,456,822 kW and 5,365,658 MWh, respectively. The increase in operating revenues was partially off-set by a $12.2 million decrease in fuel adjustment revenues. Operating Expenses. Old Dominion has an 11.6% ownership interest in the North Anna Nuclear Power Station ("North Anna"). While nuclear power plants, such as North Anna, generally have relatively high fixed costs, such facilities operate with relatively low variable costs due to lower fuel costs and technological efficiencies. Owners of nuclear power plants, including Old Dominion, incur the embedded fixed costs of these facilities whether or not the units operate. 8 Old Dominion also holds a 50% undivided interest in the Clover Power Station ("Clover"). Unit 1 went into commercial operation on October 7, 1995, and Unit 2 went into commercial operation on March 28, 1996. When either North Anna or Clover is off-line, Old Dominion must purchase replacement power that is more costly. Any change in the amount of Old Dominion's energy output from North Anna or Clover displaces or is replaced by higher cost supplemental energy purchases from Virginia Electric and Power Company ("Virginia Power"). As a result, Old Dominion's operating expenses, and therefore its rates to the Members, are significantly impacted by the operations of North Anna and Clover. North Anna and Clover capacity factors for the three and nine month periods ended September 30, 1996 and 1995, were as follows: North Anna Clover Three Nine Three Nine Months Ended Months Ended Months Ended Months Ended September 30, September 30, September 30, September 30, 1996 1995 1996 1995 1996 1995 1996 1995 Unit 1 98.3% 99.7% 84.8% 99.5% 41.8% - 56.5% - Unit 2 72.9 99.0 91.5 68.2 76.7 - 75.2 - Combined 85.6 99.4 88.2 83.8 59.3 - 65.9 - During the nine month period ended September 30, 1996, North Anna Unit 1 was off-line 30 days for scheduled maintenance and refueling and 2 days for unscheduled maintenance. Unit 2 was off-line 23 days for scheduled refueling. During the nine month period ended September 30, 1995, North Anna Unit 1 was off-line 1 day due to unscheduled maintenance. Unit 2 was off-line 68 days due to the scheduled shut down for the refueling and steam generator replacement project. During the three and nine months ended September 30, 1996, Clover Unit 1 capacity factors were lower than expected due to unscheduled maintenance. Old Dominion's energy supply for the three and nine month periods ended September 30, 1996 and 1995, was as follows: Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 ------------ ------------ ------------ ------------ (MWh) (MWh) (MWh) (MWh) North Anna 392,314 20.7% 460,402 22.8% 1,204,154 20.8% 1,151,985 20.9% Clover 516,941 27.3 - - 1,532,169 26.5 - - Purchased Power: Virginia Power 530,497 28.0 1,086,044 53.8 1,693,391 29.2 3,122,382 56.5 Delmarva Power 143,365 7.6 208,123 10.3 417,859 7.2 471,973 8.5 PSE&G Contract 267,317 14.1 232,076 11.5 819,299 14.1 691,416 12.5 Other 43,257 2.3 32,247 1.6 128,893 2.2 87,886 1.6 ----------- ------- ----------- ------- ---------- ------- ------------------ Total Available Energy 1,893,691 100.0% 2,018,892 100.0% 5,795,765 100.0% 5,525,642 100.0% ========= ===== ========= ===== ========= ===== ========= ===== Fuel costs increased and purchased power costs decreased during the three and nine month periods ended September 30,1996 as compared to the same periods in 1995 as a result of Clover operations. Other operating costs increased in the third quarter and first nine months of 1996 as compared to the same periods in 1995 primarily due to an increase in production and transmission costs as a result of Clover operations in 1996. 9 Maintenance, administrative and general, and depreciation expenses increased during the third quarter and first nine months of 1996 as compared to the same periods in 1995 due to Clover operations in 1996. Taxes for the three and nine month periods ended September 30, 1996 increased as compared to the same periods in 1995 primarily due to property taxes on Clover and an increase in gross receipts taxes resulting from increased revenues and decreased power purchases. Interest income decreased during the third quarter and the first nine months of 1996 as compared to the same periods in 1995 primarily due to lower interest rates. Other expense, net increased during the three and nine month periods ended September 30, 1996, as compared to the same periods in 1995 primarily due to the recording of a reserve for the interest in Seacoast, Inc. The increase was off-set by an additional billing to Virginia Power of approximately $1.5 million for direct overhead costs related to the Clover Project for the period 1990 through 1995. For the nine months ended September 30, 1996, other expense was also off-set by the recognition of the gain on the cross border lease transaction. Allowance for borrowed funds used during construction decreased in the third quarter and first nine months of 1996 as compared to 1995 because interest capitalization on the Clover construction project ceased as the units went into commercial operation. Liquidity and Capital Resources Operating Activities. Net cash provided by operating activities increased for the nine month period ended September 30, 1996, as compared to the same period in 1995, primarily due to the deferral of the gains on the long-term lease transactions, increased depreciation resulting from the commercialization of Clover and accrued interest on long-term debt. The increases were off-set by decreases in non-cash working capital accounts, primarily notes and accounts payable, and recognition of the gain on the cross border lease transaction. Financing Activities. On March 1, 1996, Old Dominion finalized a long-term lease transaction with an owner trust for the benefit of First Union National Bank of Florida ("First Union"). Under the terms of the transaction, Old Dominion entered into a 49-year capital lease of its interest in Clover Unit 1 (valued at $315.0 million) to First Union, and simultaneously entered into a 22-year lease of the interest back from First Union. As a result of the transaction, Old Dominion recorded a gain of $23.6 million, which is being recognized in income over the 22-year operating lease term. As a further result of the transaction, $23.9 million was used to retire a portion of Old Dominion's 8.76% First Mortgage Bonds, Series 1992 A. Concurrent with the retirement of its Series 1992 A Bonds, Old Dominion issued a like amount of zero coupon First Mortgage Bonds, Series 1996 A with an effective interest rate of 7.06%. The lease transaction increased long-term debt and other investments and funds by $51.5 million and $75.1 million, respectively. On July 31, 1996, Old Dominion finalized a long-term lease transaction with an owner trust for the benefit of EPC Corporation ("EPC"), an affiliate of Chrysler Capital Corporation. Under the terms of the transaction, Old Dominion entered into a 53.4-year capital lease of its interest in Clover Unit 2 (valued at $320.0 million) to EPC, and simultaneously entered into a 23.4-year lease of the interest back from EPC. As a result of the transaction, Old Dominion recorded a gain of $39.3 million, which is being recognized in income over the 23.4-year operating lease term. The lease transaction increased long-term debt and other investments and funds by $56.1 million and $95.4 million, respectively. Investing Activities. Net cash used for investing activities increased primarily as a result of an increase in investments and funds which resulted from the long-term lease transactions. 10 Other Matters Interest in Seacoast, Inc. During the third quarter of 1996, Old Dominion's board of directors decided to explore divestiture of the interest held by Old Dominion and its affiliates in Seacoast, Inc. ("Seacoast"), which had an aggregate book value of $17.6 million at September 30, 1996, including related notes and accounts receivable plus accrued interest. Based on current negotiations with several potential buyers, management has decided to provide a reserve of approximately $11.5 million against Old Dominion's interest in Seacoast. This reserve includes $.5 million reserved for Old Dominion's estimate of future expenditures related to the divestiture. On July 31, 1996, Seacoast filed a $26.0 million lawsuit against INECEL, the state-owned electric utility in Ecuador, seeking to recover approximately $16.3 million in costs owed under the contract, plus damages and fees. The owners of Seacoast expect to retain their respective rights to this claim in the event of a divestiture of their interests in Seacoast and intend to pursue vigorously the claim against INECEL. On May 24, 1996, a default judgment of approximately $27.0 million was rendered against Seacoast pursuant to a claim filed in the District Court of Travis County, Texas, by an entity seeking damages for breech of an oral contract by the former owners of Seacoast. Seacoast's registered agent in Texas failed to notify the owners of Seacoast of the claim in a timely manner. The present owners of Seacoast believe this default judgment will be overturned when the claim is heard on its merit. However, Old Dominion's ability to realize the unreserved portion of its interest in Seacoast could be adversely affected if the default judgment is not overturned. Purchased Power On August 18, 1996, under the terms of the Interconnection and Operating Agreement with Virginia Power ("the I&O Agreement"), Old Dominion gave Virginia Power the required nine years notice to terminate supplemental power purchases. Old Dominion intends to use its enhanced access to the wholesale market to replace the purchases under the terminated I&O Agreement with lower cost power. Old Dominion has reserved its right with the Federal Energy Regulatory Commission to seek a shorter notice provision. Effective August 16, 1996, Old Dominion exercised its option under the partial requirements agreement with Delmarva Power & Light Co. ("Delmarva Power") to reduce its power purchases by 30% beginning in 1998. The notice was given based on the wholesale power bids that Old Dominion received on July 1, 1996, in response to its request for proposals for power purchase contracts. Contracts to cover power purchases with a new supplier beginning in 1998 are expected to be in place by the end of 1996. In addition to its notice to reduce power purchases 30%, Old Dominion has given Delmarva Power the required five years notice to terminate all purchases by 2001. 11 OLD DOMINION ELECTRIC COOPERATIVE PART II. OTHER INFORMATION Item 1. Legal Proceedings. Other than certain legal proceedings arising out of the ordinary course of business, which the management of Old Dominion believes will not have a material adverse impact on the results of operations or financial condition of Old Dominion, there is no other litigation pending or threatened against Old Dominion. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 27.Financial Data Schedule (b) Reports on Form 8-K. No reports on Form 8-K were filed by the Registrant during the quarter ended September 30, 1996. 12 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. OLD DOMINION ELECTRIC COOPERATIVE Registrant Date: November 12, 1996 /s/Daniel M. Walker Daniel M. Walker Vice President of Accounting and Finance (Chief Financial Officer) 13 EXHIBIT INDEX Exhibit Page Number Description of Exhibit Number 27. Financial Data Schedule 14