SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 10-Q/A [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 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 No. 1-13264 TRIGEN ENERGY CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3378939 (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification Number) One Water Street White Plains, New York 10601-1009 (Address of principal executive offices) (Zip Code) (914) 286-6600 (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 ---- ---- There were 12,337,991 shares of the Registrant's Common Stock outstanding as of May 6, 1998. TRIGEN ENERGY CORPORATION AND SUBSIDIARIES INDEX TO FORM 10-Q Quarter Ended March 31, 1998 Page Explanatory Note..............................................................3 Part I - Financial Information: Item 1. Financial Statements Consolidated Statements of Operations for the Three Months Ended March 31, 1998 and 1997 (Unaudited)...........................4 Consolidated Balance Sheets as of March 31, 1998 (Unaudited) and December 31, 1997...............................................5 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1998 and 1997 (Unaudited)...........................6 Notes to Consolidated Financial Statements (Unaudited)...................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................10 Item 3.Quantitative and Qualitative Disclosures About Market Risk.......11 Part II - Other Information:.................................................12 Signatures:..................................................................13 Disclosure Regarding Forward-Looking Statements This quarterly report includes historical information as well as statements regarding the future expectations (referred to as "forward-looking statements") of Trigen Energy Corporation and its wholly owned subsidiaries (collectively "Trigen"). Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include: supply/demand balance for Trigen's products, competitive pricing pressures, weather patterns, changes in industry laws and regulations, competitive technology positions and any failure to achieve Trigen's cost reduction targets or complete construction projects on schedule. Trigen believes in good faith that the forward-looking statements in this quarterly report have a reasonable basis, including without limitation, management's examination of historical operating trends, data contained in the records of Trigen and other data available from third parties, but there can be no guarantee that the expectations described in these forward looking statements will be fulfilled or accomplished. EXPLANATORY NOTE As of January 1, 1998 the Company has changed its accounting policy for interim reporting for certain operating costs from an average costing method to an actual costing method. This amended report consisting of revised Items 1 and 2 of Part I of the quarterly report on Form 10-Q reflects the effects of that change in accounting policy. Information not affected by that change in accounting policy is repeated herein without amendment. Information contained in this amendment should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 1998. The Company believes that the use of an actual costing methodology better reflects the results of its operations and conforms internal and external reporting of such results. This change affects interim quarterly reporting only and has no effect on an annual basis for the years ended December 31, 1998 and 1997 or any prior years. Part I - Financial Information Item 1. Financial Statements TRIGEN ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended March 31, 1998 and 1997 Unaudited (In thousands, except per share data) 1998 1997 ---- ---- Revenues Thermal energy $60,210 $66,324 Electric energy 11,329 14,088 Equity in earnings of non-consolidated partnerships 703 110 Fees earned and other revenues 2,670 2,999 ------- ------- Total revenues 74,912 83,521 Operating expenses Fuel and consumables 31,439 41,263 Production and operating costs 13,298 12,044 Depreciation 4,746 3,916 General and administrative 9,623 9,495 ------- ------- Total operating expenses 59,106 66,718 ------- ------- Operating income 15,806 16,803 Other income (expense) Interest expense (5,741) (4,478) Other income, net 286 422 ------- ------- Earnings before minority interests, income taxes and extraordinary item 10,351 12,747 Minority interests in earnings of subsidiaries 793 734 ------- ------- Earnings before income taxes and extraordinary item 9,558 12,013 Income taxes 4,110 4,926 ------- ------- Earnings before extraordinary item 5,448 7,087 Extraordinary loss from extinguishment of debt, net of tax benefit (299) - ------- ------- Net earnings $ 5,149 $ 7,087 ------- ------- Basic earnings per common share Before extraordinary item $ .45 $ .59 Extraordinary loss (.03) - ------- ------- Net earnings $ .42 $ .59 ------- ------- Diluted earnings per common share Before extraordinary item $ .45 $ .59 Extraordinary loss (.03) - ------- ------- Net earnings $ .42 $ .59 ------- ------- Average shares outstanding - basic 12,002 11,984 ------- ------- Average shares outstanding - diluted 12,029 12,113 ------ ------- See accompanying notes to consolidated financial statements. TRIGEN ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) March 31, December 31, 1998 1997 ----- ---- (Unaudited) Assets Current assets Cash and cash equivalents $ 17,229 $ 8,967 Accounts receivable Trade (less allowance for doubtful accounts of $1,202 in 1998 and $1,074 in 1997) 34,156 34,866 Other 10,357 10,815 -------- -------- Total accounts receivable 44,513 45,681 Inventories 6,778 7,054 Prepaid expenses and other current assets 7,868 7,985 -------- -------- Total current assets 76,388 69,687 Non-current cash and cash equivalents 4,698 4,726 Property, plant and equipment, net 427,786 388,448 Investment in non-consolidated partnerships 20,230 19,560 Intangible assets, net 42,842 21,454 Deferred costs and other assets, net 24,241 22,094 -------- -------- Total assets $596,185 $525,969 -------- -------- Liabilities and Stockholders' Equity Current liabilities Short-term debt $ 6,700 $ 14,200 Current portion of long-term debt 15,059 14,499 Accounts payable 6,390 10,053 Accrued fuel 16,300 11,545 Accrued expenses and other current liabilities 25,546 21,485 -------- -------- Total current liabilities 69,995 71,782 Long-term debt 315,749 256,361 Other liabilities 6,060 4,786 Deferred income taxes 37,508 31,237 -------- -------- Total liabilities 429,312 364,166 Minority interests in subsidiaries 16,465 16,321 Stockholders' equity Preferred stock-$.01 par value, authorized and unissued 15,000,000 shares - - Common stock-$.01 par value, authorized 60,000,000 shares, issued 12,393,959 shares in 1998 and 12,070,162 shares in 1997 124 121 Additional paid-in capital 120,580 114,157 Retained earnings 36,599 31,881 Unearned compensation - restricted stock (5,756) - Cumulative translation adjustment 293 296 Treasury stock, at cost, 72,279 shares in 1998 and 45,500 shares in 1997 (1,432) (973) -------- -------- Total stockholders' equity 150,408 145,482 -------- -------- Total liabilities and stockholders' equity $596,185 $525,969 -------- -------- See accompanying notes to consolidated financial statements. TRIGEN ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1998 and 1997 Unaudited (In thousands) 1998 1997 ---- ---- Cash flows from operating activities Net earnings $ 5,149 $ 7,087 Reconciliation of net earnings to cash provided by operating activities Extraordinary item 299 - Depreciation and amortization 6,050 4,799 Deferred income taxes (497) (651) Provision for doubtful accounts 144 146 Minority interests in subsidiaries 793 734 Changes in assets and liabilities Accounts receivable 3,429 932 Inventories and other current assets 1,313 1,627 Accounts payable and other current liabilities 3,167 3,202 Noncurrent assets and liabilities (3,176) (2,361) ------- ------- Net cash provided by operating activities 16,671 15,515 ------- ------- Cash flows from investing activities Acquisition of Power Sources, Inc. (44,100) - Capital expenditures (11,437) (6,786) ------- ------- Net cash used in investing activities (55,537) (6,786) ------- ------- Cash flows from financing activities Short-term debt, net (7,500) (1,300) Proceeds of long-term debt 73,350 1,601 Payments of long-term debt (17,692) (2,959) Dividends paid (431) (420) Issuance of common stock, net 23 930 Distribution to minority interests (650) (401) ------- ------- Net cash provided by (used in) financing activities 47,100 (2,549) ------- ------- Cash and cash equivalents Increase 8,234 6,180 At beginning of period 13,693 25,276 ------- ------- At end of period $21,927 $31,456 ------- ------- Current $17,229 $19,321 Non current 4,698 12,135 ------- ------- At end of period $21,927 $31,456 ------- ------- Supplemental disclosure of cash flow information Cash paid during the period for Interest $ 5,261 $ 4,078 ------- ------- Income taxes 870 661 ------- ------- See accompanying notes to consolidated financial statements. TRIGEN ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation Trigen Energy Corporation (the "Company"), develops, owns and operates commercial and industrial energy systems in the United States and Canada. The Company uses its expertise in thermal engineering and proprietary cogeneration processes to convert fuel to various forms of thermal energy and electricity. The Company combines heat and power generation, producing electricity as a by product, for use in its facilities and for sale to customers. The consolidated financial statements of Trigen Energy Corporation and its subsidiaries 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, 1998, and the results of operations and the cash flows for the three months ended March 31, 1998 and 1997. The results of operations and cash flows for the three month period ended March 31, 1998 are not indicative of those to be expected for the year ending December 31, 1998. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 1997 included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. Certain reclassifications have been made to the 1997 financial statements to conform to the 1998 presentation. 2. Change in Accounting Policy As of January 1, 1998, the Company has changed its accounting policy for interim reporting for certain operating costs from an average costing method to an actual costing method. The Company believes that use of an actual costing methodology better reflects the results of its operations and conforms internal and external reporting of such results. This change affects interim quarterly reporting only and has no effect on an annual basis for the years ended December 31, 1998 and 1997 or on any prior years. The accompanying financial statements reflect the use of the actual costing method for all periods presented. 3. Extraordinary Item The Company incurred an extraordinary charge of $299,000, net of a tax benefit of $161,000, in the three months ended March 31, 1998 in connection with the early retirement of debt. 4. Acquisition On January 22, 1998, the Company acquired all of the capital stock of Power Sources, Inc. (renamed Trigen-BioPower, Inc.), a biomass-to-energy power plant developer and operator, for a total cash investment of $44,100,000, funded from the Company's existing credit facility. Trigen-BioPower had revenues of $18,967,000 and net earnings of $2,441,000 for the twelve-month period ended December 31, 1997. Results for Trigen-Bio-Power are included with those of the Company since the date of acquisition. TRIGEN ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The acquisition was accounted for under the purchase method of accounting. The purchase price has been allocated to the assets acquired and liabilities assumed based on fair market value at the date of acquisition. The excess of the purchase price over the net assets acquired was $10,398,000 and is being amortized over a period not exceeding 30 years. The fair value of the assets acquired and liabilities assumed is as follows (in thousands): Current assets $ 3,325 Property, plant and equipment 32,265 Intangibles 11,687 Costs in excess of net assets acquired 10,398 Current liabilities (2,147) Long-term debt (4,290) Other liabilities (7,138) ------- Total purchase price $44,100 ------- The following pro forma summary presents the consolidated results of operations for the three months ended March 31, 1998 and 1997 as if the acquisition had occurred at the beginning of the years presented (in thousands, except per share data): Three Months Ended March 31, --------------- 1998 1997 ---- ---- Revenues $76,049 $88,439 Earnings before extraordinary item 5,518 7,382 Diluted earnings per common share -- before extraordinary item .45 .62 The pro forma results included certain adjustments for depreciation expense as a result of a step up in the basis of property, plant and equipment and an increase in the remaining lives, amortization expense as a result of goodwill and other intangible assets and interest expense on borrowings to finance the acquisition. The pro forma results do not purport to be indicative of the results of operations which actually would have resulted had the acquisition been made at the beginning of the years presented, or of results which may occur in the future. 5. Legal Proceeding On April 9, 1998, Grays Ferry Cogeneration Partnership, Trigen-Schuylkill Cogeneration, Inc., NRGG (Schuylkill) Cogeneration Inc. and Trigen-Philadelphia Energy Corporation commenced an action against PECO Energy Company ("PECO") and Adwin (Schuylkill) Cogeneration, Inc. in the Pennsylvania Court of Common Pleas of Philadelphia County (the "Court"). Grays Ferry Cogeneration Partnership (the "Partnership") is the owner of the Grays Ferry Cogeneration Facility located in Philadelphia, Pennsylvania. At March 31, 1998, the Company had an investment of approximately $13 million in the Partnership, representing a one third interest in the Partnership through its wholly owned subsidiary, Trigen-Schuylkill Cogeneration, Inc. NRGG (Schuylkill) Cogeneration Inc. and Adwin (Schuylkill) Cogeneration, Inc. own the other two thirds interests in the Partnership. Adwin (Schuylkill) Cogeneration, Inc. is an indirect wholly owned subsidiary of PECO. The Partnership commenced this action in reaction to the wrongful termination by PECO on March 3, 1998, of the electric power purchase agreement between the Partnership and PECO (the "Power Purchase Agreement"). The Partnership is seeking a declaratory judgement to require PECO to comply with the electric power purchase agreement and for damages to be proven at trial in an amount in excess of $200 million. TRIGEN ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Trigen-Philadelphia Energy Corporation ("Trigen-Philadelphia") which operates a district steam heating system, purchases steam produced at the Grays Ferry Cogeneration Facility. Trigen-Philadelphia claims that PECO's wrongful termination of its electric power purchase agreement with the Grays Ferry Partnership constitutes tortious interference with Trigen-Philadelphia's agreement to supply steam service to the University of Pennsylvania, its largest customer. On May 6, 1998, the Court issued a preliminary injunction against PECO which requires PECO to pay the Partnership for its electric energy and capacity at the rates set forth in the Power Purchase Agreement and otherwise to specifically perform the Power Purchase Agreement. On May 8, 1998, PECO filed an appeal of the preliminary injunction against PECO together with a request for a stay of the Court's order. Subject to the outcome of PECO's appeal and request for a stay, the preliminary injunction will remain in effect pending a final hearing on the matter. Previously, on March 19, 1998, the United States District Court for the Eastern District of Pennsylvania dismissed a similar action commenced by the Partnership before reaching the merits, determining that it did not have the required subject matter jurisdiction to hear the case. On March 17, 1998 and April 10, 1998, The Chase Manhattan Bank issued notices of default to the Partnership under the terms of the Credit Agreement, dated as of March 1, 1996, between the Partnership, The Chase Manhattan Bank, as agent and certain other commercial banks (collectively the "Banks"). The debt under the Credit Agreement is secured only by the Partnership assets and the partners' ownership interests in the Partnership. While it is possible that the Company's investment could become impaired, at this time the Company does not believe that is likely. The Company believes that PECO's termination of the Power Purchase Agreement was wrongful and the Company intends to aggressively pursue the remedies available to it. The Banks have not accelerated the debt and, on March 18, 1998, The Chase Manhattan Bank commenced its own lawsuit against PECO based upon PECO's wrongful termination of the Power Purchase Agreement. In the event the Company is not successful and PECO's actions are upheld, PECO would be required under PURPA to continue to purchase power from the Grays Ferry Cogeneration Facility at PECO's avoided cost. This would generate significantly lower earnings per share for the Company than the 1998 annual earnings per share of $.40 to $.52 that the Company previously forecast it would earn from its investment in the Partnership, based on the contracted power purchase price. 6. Comprehensive Income Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income". This statement requires disclosure of all items recognized under accounting standards as components of comprehensive income. Following are the Company's components of comprehensive income for the three months ended March 31, 1998 and 1997 (in thousands). 1998 1997 ---- ---- Net earnings $5,149 $7,087 Other comprehensive income Cumulative translation adjustment (3) 39 ------ ------ Comprehensive income $5,146 $7,126 ------ ------ Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Three Months ended March 31, 1998 compared with Three Months ended March 31, 1997. Overview - -------- For the quarter ended March 31, 1998, the Company reported earnings before extraordinary item of $5.4 million or $.45 per diluted share. This compared with $7.1 million and $.59 of diluted earnings per share in the first quarter of 1997. Revenues were $74.9 million in the first quarter compared with $83.5 million last year. Operating income was $15.8 million and the operating margin was 21.1% in the first quarter of 1998 compared with operating income of $16.8 million and an operating margin of 20.1% in the like quarter last year. Operating results for 1998 include those of the newly acquired Trigen-BioPower from January 22, 1998, the date of acquisition. Trigen-BioPower contributed $3.7 million in revenues and $.02 in diluted earnings per share to first quarter operating results. A significant portion of the Company's revenues and profits are subject to seasonal fluctuation due to peak heating demand in the winter and peak cooling demand in the summer. Revenues Revenues of $74.9 million were down $8.6 million or 10% from the first quarter of 1997, principally as a result of the mild winter weather, particularly in the Northeast. Thermal energy sales were down $6.1 million to $60.2 million and electric energy sales declined by $2.8 million to $11.3 million. Energy systems in Baltimore, Boston, Philadelphia and St. Louis were particularly affected by the mild winter weather. The decline in electric energy revenue was due to the trigeneration plant in Nassau County, New York being taken off line by the local utility, as permitted under the contract, for a longer period of time in 1998 than in 1997. Offsetting in part the revenue decline were $3.7 million of revenues from Trigen-Bio-Power and $1.0 million of equity in the earnings of the Grays Ferry Cogeneration Partnership. Operating Expenses Fuel and consumables' costs were $31.4 million in the first quarter of 1998 compared with $41.3 million in 1997. This decrease was due to the lower level of energy revenues, lower fuel prices and savings realized from the purchase of a fuel management contract in 1997. Production and operating costs increased 10% to $13.3 million in the first quarter due to the inclusion of production and operating costs for Trigen- BioPower. Depreciation expense was $4.7 million compared with $3.9 million in 1997. The increase reflects the higher level of capital expenditures. General and administrative expenses increased slightly to $9.6 million; and as a percent of revenues increased to 12.8% from 11.4% in 1997. The increase reflects the acquired Trigen-BioPower's general and administrative expense. Interest Expense, Net Interest expense increased $1.3 million to $5.7 million in the first quarter due primarily to the $44.1 million of borrowings under the Company's credit facility to finance the Trigen-BioPower acquisition. Income Taxes The Company's effective tax rate is determined primarily by the federal statutory rate of 35%, and state and local income taxes. The effective income tax rate for the first quarter of 1998 and 1997 was 43.0% and 41.0%, respectively. Extraordinary Item The Company incurred an extraordinary charge of $.3 million, net of a $.2 million income tax benefit, in the first quarter of 1998 in connection with the early retirement of debt. Liquidity and Financial Position Cash and cash equivalents were $21.9 million at March 31, 1998, an increase of $8.2 million from year end 1997. Working capital was $6.4 million compared with a negative $2.1 million at December 31, 1997. At March 31, 1998, receivables were down 3% to $44.5 million and inventories decreased 4% to $6.8 million from the balances at the end of 1997. Accounts payable were down $3.7 million to $6.4 million, accrued fuels increased by $4.8 million to $16.3 million and accrued expenses and other current liabilities were up $4.1 million to $25.5 million at March 31, 1998. The Company's working capital requirements vary in line with the peak heating demand in the winter and peak cooling demand in the summer. During the first three months of 1998, the Company generated $16.7 million of cash from operating activities compared with $15.5 million in the like period last year. The improvement in cash generated from operations in 1998 was due to lower working capital requirements and to the higher level of non-cash depreciation and amortization charges. During the first three months of 1998, the Company acquired Trigen-BioPower for $44.1 million, invested $11.4 million in capital expenditures and paid dividends of $.4 million to shareholders and $.7 million to minority interests. These expenditures were financed by the cash generated from operating activities and by $48.1 million of new borrowings. Total debt was $337.5 million at March 31, 1998 compared with $285.1 million at the end of 1997. The $52.4 million increase in debt includes $4.3 million of Trigen-BioPower debt assumed in the acquisition. The remaining increase was primarily to finance the acquisition of Trigen-BioPower. In February 1998, $14.4 million of Trigen-Nassau bonds, with a fixed tax-exempt rate of 7.75%, were refinanced by a new issue of variable rate demand tax-exempt bonds. This refinancing resulted in an extraordinary charge of $.3 million, net of a $.2 million income tax benefit. During the first three months of 1998, stockholders' equity increased $4.9 million to $150.4 million at March 31, 1998. This increase reflects $5.1 million of net earnings and $.2 million of amortization of unearned compensation related to restricted shares, offset by $.4 million of dividend payments to shareholders. Reference is made to Note 4 of the Notes to Consolidated Financial Statements with respect to legal proceedings involving the Company. Item 3.Quantitative and Qualitative Disclosures About Market Risk Not Applicable. Part II - Other Information Item 6. Exhibits (a) The following exhibits are filed as part of this amendment: 18 Letter re change in accounting policy 27 Financial Data Schedule SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. TRIGEN ENERGY CORPORATION /s/ Martin S. Stone -------------------------------------- Martin S. Stone Vice President Finance & Chief Financial Officer /s/ Daniel J. Samela -------------------------------------- Daniel J. Samela Controller Date: March 29, 1999