10-Q 1 ssfc10q903.txt SALTON SEA FUNDING CORPORATION 10-Q 9-30-2003 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 September 30, 2003 Commission File No. 33-95538 SALTON SEA FUNDING CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) Delaware 47-0790493 -------- ---------- (State of Incorporation) (IRS Employer Identification No.) Salton Sea Brine Processing L.P. California 33-0601721 Salton Sea Power Generation L.P. California 33-0567411 Fish Lake Power LLC Delaware 33-0453364 Vulcan Power Company Nevada 95-2636765 CalEnergy Operating Corporation Delaware 33-0268085 Salton Sea Royalty LLC Delaware 47-0790492 VPC Geothermal LLC Delaware 91-1244270 San Felipe Energy Company California 33-0315787 Conejo Energy Company California 33-0268500 Niguel Energy Company California 33-0268502 Vulcan/BN Geothermal Power Company Nevada 95-3992087 Leathers, L.P. California 33-0305342 Del Ranch, L.P. California 33-0278290 Elmore, L.P. California 33-0278294 Salton Sea Power L.L.C. Delaware 47-0810713 CalEnergy Minerals LLC Delaware 47-0810718 CE Turbo LLC Delaware 47-0812159 CE Salton Sea Inc. Delaware 47-0810711 Salton Sea Minerals Corp. Delaware 47-0811261 302 S. 36th Street, Suite 400, Omaha, Nebraska 68131 ----------------------------------------------- ------------ (Address of principal executive offices of (Zip Code of Salton Sea Funding Corporation) Salton Sea Funding Corporation) Salton Sea Funding Corporation's telephone number, including area code: (402) 341-4500 -------------- 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 [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x] All common stock of Salton Sea Funding Corporation is indirectly held by Magma Power Company. As of October 31, 2003, 100 shares of common stock were outstanding. TABLE OF CONTENTS ----------------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements..................................................3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............................................28 Item 3. Quantitative and Qualitative Disclosures About Market Risk...........36 Item 4. Controls and Procedures..............................................36 PART II - OTHER INFORMATION Item 1. Legal Proceedings....................................................37 Item 2. Changes in Securities and Use of Proceeds............................37 Item 3. Defaults Upon Senior Securities......................................37 Item 4. Submission of Matters to a Vote of Security Holders..................37 Item 5. Other Information....................................................37 Item 6. Exhibits and Reports on Form 8-K.....................................37 SIGNATURES....................................................................38 EXHIBIT INDEX.................................................................39 -2- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. INDEPENDENT ACCOUNTANTS' REPORT Board of Directors and Stockholder Salton Sea Funding Corporation Omaha, Nebraska We have reviewed the accompanying balance sheet of Salton Sea Funding Corporation (the "Company") as of September 30, 2003, and the related statements of operations for the three-month and nine-month periods ended September 30, 2003 and 2002, and of cash flows for the nine-month periods ended September 30, 2003 and 2002. These interim financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. 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 auditing standards generally accepted in the United States of America, 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 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 auditing standards generally accepted in the United States of America, the balance sheet of the Salton Sea Funding Corporation as of December 31, 2002, and the related statements of operations, stockholder's equity and cash flows for the year then ended (not presented herein); and in our report dated January 24, 2003 (January 29, 2003 as to Note 6), we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2002 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Omaha, Nebraska November 3, 2003 -3- SALTON SEA FUNDING CORPORATION BALANCE SHEETS (In thousands, except share data)

The accompanying notes are an integral part of these financial statements. -4- SALTON SEA FUNDING CORPORATION STATEMENTS OF OPERATIONS (In thousands)

The accompanying notes are an integral part of these financial statements. -5- SALTON SEA FUNDING CORPORATION STATEMENTS OF CASH FLOWS (In thousands)

The accompanying notes are an integral part of these financial statements. -6- SALTON SEA FUNDING CORPORATION NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL In the opinion of management of Salton Sea Funding Corporation (the "Funding Corporation"), the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of September 30, 2003, and the results of operations for the three-month and nine-month periods ended September 30, 2003 and 2002, and of cash flows for the nine-month periods ended September 30, 2003 and 2002. The results of operations for the three-month and nine-month periods ended September 30, 2003 are not necessarily indicative of the results to be expected for the full year. The unaudited financial statements should be read in conjunction with the financial statements included in the Funding Corporation's Annual Report on Form 10-K for the year ended December 31, 2002. Certain amounts in the prior year financial statements have been reclassified in order to conform to current year presentation. Such reclassifications did not impact previously reported net income or retained earnings. 2. COMMITMENTS AND CONTINGENCIES Due to reduced liquidity, Southern California Edison ("Edison") had failed to pay approximately $119 million owed under the Power Purchase Agreements with certain Guarantors (the Imperial Valley Projects, excluding the Salton Sea V and CE Turbo Projects) for power delivered in the fourth quarter 2000 and the first quarter 2001. Due to Edison's failure to pay contractual obligations, the Guarantors had established an allowance for doubtful accounts of approximately $21.0 million as of December 31, 2001. Pursuant to a settlement agreement the final payment by Edison of past due balances was received March 1, 2002. Following the receipt of Edison's final payment of past due balances, the Guarantors released the remaining allowance for doubtful accounts. Edison has disputed a portion of the settlement agreement and has failed to pay approximately $3.9 million of capacity bonus payments for the months from October 2001 through May 2002. On December 10, 2001 certain Guarantors filed a lawsuit against Edison in California's Imperial County Superior Court seeking a court order requiring Edison to make the required capacity bonus payments under the Power Purchase Agreements. Due to Edison's failure to pay the contractual obligations, certain Guarantors established an allowance for doubtful accounts of approximately $2.7 million as of December 31, 2002. In connection with the June 11, 2003 settlement discussed below, the receivables associated with this allowance were written off during 2003. On March 25, 2002, Salton Sea II's 10 megawatt ("MW") turbine went out of service due to an uncontrollable force event. Such uncontrollable force event ended, and Salton Sea II returned to service on December 17, 2002. Edison failed to recognize the uncontrollable force event and, as such, did not pay amounts otherwise due and owing, and improperly derated Salton Sea II from 15 MW to 12.5 MW under the Salton Sea II power purchase agreement. On January 29, 2003, Salton Sea Power Generation L.P., owner of Salton Sea II, served a complaint on Edison for such unpaid amount and to rescind such deration. On June 11, 2003, certain Guarantors (the Imperial Valley Projects excluding the Salton Sea I, Salton Sea V and CE Turbo Projects) entered into a settlement agreement with Edison. The settlement, which relates to the capacity bonus payment and Salton Sea II uncontrollable force event disputes, provides for an $800,000 settlement payment from Edison, payment of amounts previously withheld for the Salton Sea II deration and the recission of such deration. The amounts previously withheld for the Salton Sea II deration were received in the second quarter of 2003. The $800,000 settlement payment is contingent upon approval by the California Public Utilities Commission. -7- On July 10, 2003 Salton Sea IV's 34 MW turbine went out of service due to an uncontrollable force event. Such uncontrollable force event ended, and Salton Sea IV returned to service on September 17, 2003. Edison failed to recognize the uncontrollable force event and as such has not paid amounts otherwise due and owing under the Salton Sea IV Power Purchase Agreement totalling $1.7 million. On September 19, 2003 and October 17, 2003, Salton Sea Power Generation, L.P., with Fish Lake Power Company, owner of Salton Sea IV, served notices of error on Edison for such unpaid amounts. As a result, the Company has recorded a liability of $1.4 million for capacity payments as of September 30, 2003. As a result of uncertainties related to Edison, the letter of credit that supports the debt service reserve fund at the Funding Corporation had not been extended beyond its then existing July 2004 expiration date, and as such cash distributions were not available to CE Generation, LLC ("CE Generation") until the Funding Corporation debt service reserve fund of approximately $65.4 million had been funded or the letter of credit had been extended beyond its July 2004 expiration date or replaced. As of December 31, 2002, the fund had a cash balance of $46.3 million. In May 2003, the previous $65.4 million Funding Corporation debt service reserve letter of credit was replaced by a $32.7 million TransAlta USA Inc. ("TransAlta"), a wholly owned subsidiary of TransAlta Corporation, letter of credit which expires on May 30, 2004, and a $32.7 million MidAmerican Energy Holdings Company letter of credit which expires June 6, 2006. The new Funding Corporation debt service reserve letters of credit permitted the cash, which was previously restricted, to be included in funds distributed to CE Generation on May 29, 2003. Stone & Webster --------------- The Salton Sea V Project was constructed by Stone & Webster, Inc. (formerly Stone & Webster Engineering Corporation), a wholly-owned subsidiary of the Shaw Group ("Stone & Webster"), pursuant to a date certain, fixed-price, turnkey engineering, procure, construct and manage contract (the "Salton Sea V Project EPC Contract"). On March 7, 2002, Salton Sea Power L.L.C. ("Salton Sea Power"), the owner of the Salton Sea V Project, filed a Demand for Arbitration against Stone & Webster for breach of contract and breach of warranty arising from deficiencies in Stone & Webster's design, engineering, construction and procurement of equipment for the Salton Sea V Project pursuant to the Salton Sea V Project EPC Contract. The demand for arbitration did not include a stated claim amount. On April 25, 2003, Salton Sea Power entered into a settlement agreement with Stone & Webster. The settlement agreement resulted in a total payment of $12.1 million from Stone & Webster in the second quarter 2003 and the arbitration was dismissed. The settlement was recorded as a $4.5 million reduction of incremental capital expenditures and a $7.6 million reduction of incremental operating expenses related to legal, other expenses and equipment write-offs. On November 25, 2002, Vulcan/BN Geothermal Power Company, Del Ranch, L.P. and CE Turbo, LLC entered into a settlement agreement with Stone & Webster related to a Demand for Arbitration against Stone & Webster for breach of contract and breach of warranty arising from deficiencies in Stone & Webster's design, engineering, construction and procurement of equipment for the CE Turbo Project. The settlement agreement resulted in a $3.5 million payment from Stone & Webster which was recorded as a reduction of incremental capital expenditures. Other Commitments and Contracts ------------------------------- On May 20, 2003, Salton Sea Power entered into a Power Sales Agreement with the City of Riverside, California ("Riverside"). Under the terms of the agreement, Salton Sea Power will sell up to 20 MW of energy generated from the Salton Sea V Project to Riverside at $61 per MW hour. Sales under the agreement commenced June 1, 2003 and will terminate May 31, 2013. -8- Minerals LLC ("Minerals") contracted with Zachry Construction Corporation ("Zachry") under a time and materials contract to do a maximum of $1.32 million work for the Zinc Recovery Project. Zachry has invoiced Minerals for $4.7 million of work under this contract. Minerals has been unable to substantiate Zachry's invoices. Zachry filed a demand for arbitration with the American Arbitration Association (the "AAA") on August 19, 2003 for collection of its claimed outstanding invoices. Although the AAA has selected an arbitration panel, neither the AAA nor the panel has scheduled any hearings on this matter to date. Minerals anticipates that the evidentiary hearing on this matter will not likely occur prior to the summer of 2004. 3. RELATED PARTY TRANSACTIONS On January 29, 2003, TransAlta purchased El Paso's Merchant Energy North American Company's ("EPME") 50% interest in CE Generation. Pursuant to a Transaction Agreement dated January 29, 2003, CE Turbo and Salton Sea Power began selling available power to a subsidiary of TransAlta on February 12, 2003 based on percentages of the Dow Jones SP-15 Index. The Transaction Agreement shall continue until the earlier of (a) 30 days following a written notice of termination after October 1, 2003 or (b) any other termination date mutually agreed to by the parties. No such notice of termination has been given by either party. Sales, under these agreements, from the Partnership and Salton Sea Guarantors totaled $2.4 million and $7.5 million for the three-month and nine-month periods ended September 30, 2003, respectively. Sales to EPME totaled $2.7 million and $6.1 million during the three-month and nine-month periods ended September 30, 2002, respectively. -9- INDEPENDENT ACCOUNTANTS' REPORT Board of Directors and Stockholder Magma Power Company Omaha, Nebraska We have reviewed the accompanying combined balance sheet of the Salton Sea Guarantors as of September 30, 2003, and the related combined statements of operations for the three-month and nine-month periods ended September 30, 2003 and 2002, and of cash flows for the nine-month periods ended September 30, 2003 and 2002. These interim financial statements are the responsibility of the Salton Sea Guarantors' management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. 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 auditing standards generally accepted in the United States of America, 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 combined 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 auditing standards generally accepted in the United States of America, the combined balance sheet of the Salton Sea Guarantors as of December 31, 2002, and the related combined statements of operations, Guarantors' equity, and cash flows for the year then ended (not presented herein); and in our report dated January 24, 2003 (January 29, 2003 as to Note 7), we expressed an unqualified opinion on those combined financial statements. In our opinion, the information set forth in the accompanying combined balance sheet as of December 31, 2002 is fairly stated, in all material respects, in relation to the combined balance sheet from which it has been derived. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Omaha, Nebraska November 3, 2003 -10- SALTON SEA GUARANTORS COMBINED BALANCE SHEETS (In thousands)

The accompanying notes are an integral part of these financial statements. -11- SALTON SEA GUARANTORS COMBINED STATEMENTS OF OPERATIONS (In thousands)

The accompanying notes are an integral part of these financial statements. -12- SALTON SEA GUARANTORS COMBINED STATEMENTS OF CASH FLOWS (In thousands)

The accompanying notes are an integral part of these financial statements. -13- SALTON SEA GUARANTORS NOTES TO COMBINED FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL In the opinion of management of Salton Sea Guarantors (the "Guarantors"), the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of September 30, 2003 and the results of operations for the three-month and nine-month periods ended September 30, 2003 and 2002, and of cash flows for the nine-month periods ended September 30, 2003 and 2002. The results of operations for the three-month and nine-month periods ended September 30, 2003 are not necessarily indicative of the results to be expected for the full year. The unaudited financial statements should be read in conjunction with the financial statements included in the Guarantors' Annual Report on Form 10-K for the year ended December 31, 2002. Certain amounts in the prior year financial statements have been reclassified in order to conform to current year presentation. Such reclassifications did not impact previously reported net income (loss) or Guarantors' equity. 2. NEW ACCOUNTING PRONOUNCEMENTS Effective January 1, 2003, the Guarantors adopted Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations". This statement provides accounting and disclosure requirements for retirement obligations associated with long-lived assets. The cumulative effect of initially applying this statement did not have a material effect on the Guarantors' financial position, results of operations or cash flows. 3. INTANGIBLE ASSETS The Guarantors' acquired intangible assets, which are included in properties, plants, contracts and equipment, net, consist of power purchase contracts (the "Contracts") with a cost of $33.4 million and accumulated amortization of $9.7 million and $8.8 million at September 30, 2003 and December 31, 2002, respectively. Amortization expense on the Contracts was $0.3 million and $0.9 million for the three-month and nine-month periods ended September 30, 2003 and 2002, respectively. The Guarantors' expect amortization expense on the Contracts to be $1.2 million for 2003 and each of the five succeeding fiscal years. 4. COMMITMENTS AND CONTINGENCIES Edison and the California Power Exchange ---------------------------------------- Due to reduced liquidity, Southern California Edison ("Edison") had failed to pay approximately $42.3 million owed under the Power Purchase Agreements with certain Guarantors (the Imperial Valley Projects, excluding the Salton Sea V Project) for power delivered in the fourth quarter 2000 and the first quarter 2001. Due to Edison's failure to pay contractual obligations, the Guarantors had established an allowance for doubtful accounts of approximately $6.8 million as of December 31, 2001. Pursuant to a settlement agreement the final payment by Edison of past due balances was received March 1, 2002. Following the receipt of Edison's final payment of past due balances, the Guarantors released the remaining allowance for doubtful accounts. Edison has disputed a portion of the settlement agreement and has failed to pay approximately $1.1 million of capacity bonus payments for the months from October 2001 through May 2002. On December 10, 2001, the Guarantors (excluding the Salton Sea I and Salton Sea V Projects) filed a lawsuit against Edison in California's Imperial County Superior Court seeking a court order requiring Edison to make the required capacity bonus payments under the Power Purchase Agreements. Due to Edison's failure to pay the contractual obligations, the -14- Guarantors established an allowance for doubtful accounts of approximately $0.8 million as of December 31, 2002. In connection with the June 11, 2003 settlement discussed below, the receivables associated with this allowance were written off during 2003. On March 25, 2002, Salton Sea II's 10 megawatt ("MW") turbine went out of service due to an uncontrollable force event. Such uncontrollable force event ended, and Salton Sea II returned to service on December 17, 2002. Edison failed to recognize the uncontrollable force event and, as such, did not pay amounts otherwise due and owing, and improperly derated Salton Sea II from 15 MW to 12.5 MW under the Salton Sea II power purchase agreement. On January 29, 2003, Salton Sea Power Generation L.P., owner of Salton Sea II, served a complaint on Edison for such unpaid amount and to rescind such deration. On June 11, 2003, certain Guarantors (excluding the Salton Sea I and Salton Sea V Projects) entered into a settlement agreement with Edison. The settlement, which relates to the capacity bonus payment and Salton Sea II uncontrollable force event disputes, provides for an $800,000 settlement payment from Edison, payment of amounts previously withheld for the Salton Sea II deration and the recission of such deration. The amounts previously withheld for the Salton Sea II deration were received in the second quarter of 2003. The $800,000 settlement payment is contingent upon approval by the California Public Utilities Commission. On July 10, 2003, Salton Sea IV's 34 MW turbine went out of service due to an uncontrollable force event. Such uncontrollable force event ended, and Salton Sea IV returned to service on September 17, 2003. Edison failed to recognize the uncontrollable force event and as such has not paid amounts otherwise due and owing under the Salton Sea IV Power Purchase Agreement totaling $1.7 million. On September 19, 2003 and October 17, 2003, Salton Sea Power Generation, L.P., with Fish Lake Power Company, owner of Salton Sea IV served notices of error on Edison for such unpaid amounts. As a result, the Guarantors have recorded a liability of $1.4 million for capacity payments as of September 30, 2003. As a result of uncertainties related to Edison, the letter of credit that supports the debt service reserve fund at the Funding Corporation had not been extended beyond its then existing July 2004 expiration date, and as such cash distributions were not available to CE Generation, LLC ("CE Generation") until the Funding Corporation debt service reserve fund of approximately $65.4 million had been funded or the letter of credit had been extended beyond its July 2004 expiration date or replaced. As of December 31, 2002, the fund had a cash balance of $46.3 million. In May 2003, the previous $65.4 million Funding Corporation debt service reserve letter of credit was replaced by a $32.7 million TransAlta USA Inc. ("TransAlta"), a wholly owned subsidiary of TransAlta Corporation, letter of credit which expires on May 30, 2004, and a $32.7 million MidAmerican Energy Holdings Company letter of credit which expires June 6, 2006. The new Funding Corporation debt service reserve letters of credit permitted the cash, which was previously restricted, to be included in funds distributed to CE Generation on May 29, 2003. Stone & Webster --------------- The Salton Sea V Project was constructed by Stone & Webster, Inc. (formerly Stone & Webster Engineering Corporation), a wholly-owned subsidiary of the Shaw Group ("Stone & Webster"), pursuant to a date certain, fixed-price, turnkey engineering, procure, construct and manage contract (the "Salton Sea V Project EPC Contract). On March 7, 2002, Salton Sea Power L.L.C. ("Salton Sea Power"), the owner of the Salton Sea V Project, filed a Demand for Arbitration against Stone & Webster for breach of contract and breach of warranty arising from deficiencies in Stone & Webster's design, engineering, construction and procurement of equipment for the Salton Sea V Project pursuant to the Salton Sea V Project EPC Contract. The demand for arbitration did not include a stated claim amount. On April 25, 2003, Salton Sea Power entered into a settlement agreement with Stone & Webster. The settlement agreement resulted in a total payment of $12.1 million from Stone & Webster in the second quarter 2003 and the arbitration was dismissed. The settlement was recorded as a $4.5 million reduction of incremental capital expenditures and a $7.6 million reduction of incremental operating expenses related to legal, other expenses and equipment write-offs. -15- Other Commitments and Contracts ------------------------------- On May 20, 2003, Salton Sea Power entered into a Power Sales Agreement with the City of Riverside, California ("Riverside"). Under the terms of the agreement, Salton Sea Power will sell up to 20 MW of energy generated from the Salton Sea V Project to Riverside at $61 per MW hour. Sales under the agreement commenced June 1, 2003 and will terminate May 31, 2013. Minerals LLC ("Minerals") contracted with Zachry Construction Corporation ("Zachry") under a time and materials contract to do a maximum of $1.32 million work for the Zinc Recovery Project. Zachry has invoiced Minerals for $4.7 million of work under this contract. Minerals has been unable to substantiate Zachry's invoices. Zachry filed a demand for arbitration with the American Arbitration Association (the "AAA") on August 19, 2003 for collection of its claimed outstanding invoices. Although the AAA has selected an arbitration panel, neither the AAA nor the panel has scheduled any hearings on this matter to date. Minerals anticipates that the evidentiary hearing on this matter will not likely occur prior to the summer of 2004. 5. RELATED PARTY TRANSACTIONS On January 29, 2003, TransAlta purchased El Paso Merchant Energy North American Company's ("EPME") 50% interest in CE Generation. Pursuant to a Transaction Agreement dated January 29, 2003, Salton Sea Power began selling available power to a subsidiary of TransAlta on February 12, 2003 based on percentages of the Dow Jones SP-15 Index. The Transaction Agreement shall continue until the earlier of (a) 30 days following a written notice of termination after October 1, 2003 or (b) any other termination date mutually agreed to by the parties. No such notice of termination has been given by either party. Sales, under this agreement, from the Guarantors totaled $1.8 million and $6.0 million for the three-month and nine-month periods ended September 30, 2003, respectively. Sales to EPME totaled $2.3 million and $5.1 million during the three-month and nine-month periods ended September 30, 2002, respectively. -16- INDEPENDENT ACCOUNTANTS' REPORT Board of Directors and Stockholder Magma Power Company Omaha, Nebraska We have reviewed the accompanying combined balance sheet of the Partnership Guarantors as of September 30, 2003, and the related combined statements of operations for the three-month and nine-month periods ended September 30, 2003 and 2002, and of cash flows for the nine-month periods ended September 30, 2003 and 2002. These interim financial statements are the responsibility of the Partnership Guarantors' management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. 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 auditing standards generally accepted in the United States of America, 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 combined 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 auditing standards generally accepted in the United States of America, the combined balance sheet of the Partnership Guarantors as of December 31, 2002, and the related combined statements of operations, Guarantors' equity and cash flows for the year then ended (not presented herein); and in our report dated January 24, 2003 (January 29, 2003 as to Note 9), we expressed an unqualified opinion on those combined financial statements. In our opinion, the information set forth in the accompanying combined balance sheet as of December 31, 2002 is fairly stated, in all material respects, in relation to the combined balance sheet from which it has been derived. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Omaha, Nebraska November 3, 2003 -17- PARTNERSHIP GUARANTORS COMBINED BALANCE SHEETS (In thousands)

The accompanying notes are an integral part of these financial statements. -18- PARTNERSHIP GUARANTORS COMBINED STATEMENTS OF OPERATIONS (In thousands)

The accompanying notes are an integral part of these financial statements. -19- PARTNERSHIP GUARANTORS COMBINED STATEMENTS OF CASH FLOWS (In thousands)

The accompanying notes are an integral part of these financial statements. -20- PARTNERSHIP GUARANTORS NOTES TO COMBINED FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL In the opinion of management of Partnership Guarantors (the "Guarantors"), the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of September 30, 2003, the results of operations for the three-month and nine-month periods ended September 30, 2003 and 2002, and of cash flows for the nine-month periods ended September 30, 2003 and 2002. The results of operations for the three-month and nine-month periods ended September 30, 2003 are not necessarily indicative of the results to be expected for the full year. The unaudited financial statements should be read in conjunction with the audited financial statements included in the Guarantors' Annual Report on Form 10-K for the year ended December 31, 2002. Certain amounts in the prior year financial statements have been reclassified in order to conform to current year presentation. Such reclassifications did not impact previously reported net income (loss) or retained earnings. 2. NEW ACCOUNTING PRONOUNCEMENTS Effective January 1, 2003, the Guarantors adopted Statement of Financial Accounting Standards, No. 143, "Accounting for Asset Retirement Obligations". This statement provides accounting and disclosure requirements for retirement obligations associated with long-lived assets. The cumulative effect of initially applying this statement did not have a material effect on the Guarantors' financial position, results of operations or cash flows. 3. INTANGIBLE ASSETS The following table summarizes the acquired intangible assets, which are included in properties, plants, contracts and equipment, net, as of September 30, 2003 and December 31, 2002 (in thousands):

Amortization expense on acquired intangible assets was $0.9 million and $2.6 million for the three-month and nine-month periods ended September 30, 2003 and 2002, respectively. The Guarantors expect amortization expense on acquired intangible assets to be $3.5 million for 2003 and each of the five succeeding fiscal years. 4. COMMITMENTS AND CONTINGENCIES Due to reduced liquidity, Southern California Edison ("Edison") had failed to pay approximately $76.9 million owed under the Power Purchase Agreements with certain Guarantors (excluding the CE Turbo Project) for power delivered in the fourth quarter 2000 and the first quarter 2001. Due to Edison's failure to pay contractual obligations, the Guarantors had established an allowance for doubtful accounts of approximately $14.1 million as of December 31, 2001. -21- Pursuant to a settlement agreement the final payment by Edison of past due balances was received March 1, 2002. Following the receipt of Edison's final payment of past due balances, the Guarantors released the remaining allowance for doubtful accounts. Edison has disputed a portion of the settlement agreement and has failed to pay approximately $2.7 million of capacity bonus payments for the months from October 2001 through May 2002. On December 10, 2001 certain Guarantors filed a lawsuit against Edison in California's Imperial County Superior Court seeking a court order requiring Edison to make the required capacity bonus payments under the Power Purchase Agreements. Due to Edison's failure to pay the contractual obligations, the Guarantors have established an allowance for doubtful accounts of approximately $1.9 million as of December 31, 2002. In connection with the June 11, 2003 settlement discussed below, the receivables associated with this allowance were written off during 2003. On June 11, 2003, certain Guarantors (excluding the CE Turbo Project) entered into a settlement agreement with Edison. The settlement, which relates to the capacity bonus payment and Salton Sea II uncontrollable force event disputes, provides for an $800,000 settlement payment from Edison, payment of amounts previously withheld for the Salton Sea II deration and the recission of such deration. The amounts previously withheld for the Salton Sea II deration were received in the second quarter of 2003. The $800,000 settlement payment is contingent upon approval by the California Public Utilities Commission. As a result of uncertainties related to Edison, the letter of credit that supports the debt service reserve fund at the Funding Corporation had not been extended beyond its then existing July 2004 expiration date, and as such cash distributions were not available to CE Generation, LLC ("CE Generation") until the Funding Corporation debt service reserve fund of approximately $65.4 million had been funded or the letter of credit had been extended beyond its July 2004 expiration date or replaced. As of December 31, 2002, the fund had a cash balance of $46.3 million. In May 2003, the previous $65.4 million Funding Corporation debt service reserve letter of credit was replaced by a $32.7 million TransAlta USA Inc. ("TransAlta"), a wholly owned subsidiary of TransAlta Corporation, letter of credit which expires on May 30, 2004, and a $32.7 million MidAmerican Energy Holdings Company letter of credit which expires June 6, 2006. The new Funding Corporation debt service reserve letters of credit permitted the cash, which was previously restricted, to be included in the funds distributed to CE Generation on May 29, 2003. 5. RELATED PARTY TRANSACTIONS On January 29, 2003, TransAlta purchased El Paso Merchant Energy North American Company's ("EPME") 50% interest in CE Generation. Pursuant to a Transaction Agreement dated January 29, 2003, CE Turbo LLC began selling available power to a subsidiary of TransAlta on February 12, 2003 based on percentages of the Dow Jones SP-15 Index. The Transaction Agreement shall continue until the earlier of (a) 30 days following a written notice of termination after October 1, 2003 or (b) any other termination date mutually agreed to by the parties. No such notice of termination has been given by either party. Sales to TransAlta from the Guarantors totaled $0.6 million and $1.5 million for the three-month and nine-month periods ended September 30, 2003. Sales to EPME totaled $0.4 million and $1.0 million during the three-month and nine-month periods ended September 30, 2002, respectively. During the nine-month period ended September 30, 2003, the Guarantors received approximately $33.3 million in contributions from MidAmerican Energy Holdings Company, one of its partners, to be used for capital expenditures. -22- INDEPENDENT ACCOUNTANTS' REPORT Board of Directors and Stockholder Magma Power Company Omaha, Nebraska We have reviewed the accompanying balance sheet of the Salton Sea Royalty LLC as of September 30, 2003, and the related statements of operations for the three-month and nine-month periods ended September 30, 2003 and 2002, and of cash flows for the nine-month periods ended September 30, 2003 and 2002. These interim financial statements are the responsibility of the Salton Sea Royalty LLC's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. 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 auditing standards generally accepted in the United States of America, 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 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 auditing standards generally accepted in the United States of America, the balance sheet of the Salton Sea Royalty LLC as of December 31, 2002, and the related statements of operations, members' equity, and cash flows for the year then ended (not presented herein); and in our report dated January 24, 2003 (January 29, 2003 as to Note 5), we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2002 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Omaha, Nebraska November 3, 2003 -23- SALTON SEA ROYALTY LLC BALANCE SHEETS (In thousands, except share data)

The accompanying notes are an integral part of these financial statements. -24- SALTON SEA ROYALTY LLC STATEMENTS OF OPERATIONS (In thousands)

The accompanying notes are an integral part of these financial statements. -25- SALTON SEA ROYALTY LLC STATEMENTS OF CASH FLOWS (In thousands)

The accompanying notes are an integral part of these financial statements. -26- SALTON SEA ROYALTY LLC NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL In the opinion of management of Salton Sea Royalty LLC (the "Company"), the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of September 30, 2003, and the results of operations for the three-month and nine-month periods ended September 30, 2003 and 2002 and of cash flows for the nine-month periods ended September 30, 2003 and 2002. The results of operations for the three-month and nine-month periods ended September 30, 2003 are not necessarily indicative of the results to be expected for the full year. The unaudited financial statements should be read in conjunction with the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. 2. ROYALTY STREAM The royalty stream has a cost of $60.5 million and accumulated amortization of $47.1 million and $46.5 million as of September 30, 2003 and December 31, 2002, respectively. Royalty stream amortization expense was $0.2 million and $0.6 million for the three-month and nine-month periods ended September 30, 2003 and 2002, respectively, and is expected to be $0.8 million for 2003 and each of the five succeeding fiscal years. -27- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following is management's discussion and analysis of certain significant factors which have affected the financial condition and results of operations of Salton Sea Funding Corporation (the "Funding Corporation") and the Salton Sea Guarantors, the Partnership Guarantors, and Salton Sea Royalty LLC (the "Royalty Guarantors", or collectively the "Guarantors"), during the periods included in the accompanying statements of operations. This discussion should be read in conjunction with the Funding Corporation's and the Guarantors' historical financial statements and the notes to those statements. Actual results in the future could differ significantly from the historical results. FORWARD-LOOKING STATEMENTS From time to time, the Funding Corporation and the Guarantors may make forward-looking statements within the meaning of the federal securities laws that involve judgments, assumptions and other uncertainties beyond their control. These forward-looking statements may include, among others, statements concerning revenue and cost trends, cost recovery, cost reduction strategies and anticipated outcomes, pricing strategies, changes in the utility industry, planned capital expenditures, financing needs and availability, statements of the Funding Corporation's or the Guarantors' expectations, beliefs, future plans and strategies, anticipated events or trends and similar comments concerning matters that are not historical facts. These types of forward-looking statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause the actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statements. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Funding Corporation and the Guarantors have identified important factors that could cause actual results to differ materially from those expectations, including weather effects on revenues and other operating uncertainties, uncertainties relating to economic and political conditions and uncertainties regarding the impact of regulations, changes in government policy and competition. Neither the Funding Corporation nor the Guarantors assume any responsibility to update forward-looking information contained herein. CRITICAL ACCOUNTING POLICIES The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported in the Combined Financial Statements and accompanying notes. Note 2 to the Funding Corporation's and the Guarantors' financial statements included in their annual report on Form 10-K for the year ended December 31, 2002 describes the significant accounting policies and methods used in the preparation of the financial statements. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts and impairment of long-lived assets. Actual results could differ from these estimates. For additional discussion of the Funding Corporation's and Guarantors' critical accounting policies, see "Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Funding Corporation's and the Guarantors' Annual Report on Form 10-K for the year ended December 31, 2002. NEW ACCOUNTING PRONOUNCEMENTS Effective January 1, 2003, the Funding Corporation and the Guarantors adopted Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations". This statement provides accounting and disclosure requirements for retirement obligations associated with long-lived assets. The cumulative effect of initially applying this statement did not have a material effect on the Funding Corporation's or the Guarantors' financial position, results of operations or cash flows. -28- RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2003 AND 2002 For purposes of consistency in financial presentation, plant capacity factors for the Salton Sea I, Salton Sea II, Salton Sea III, Salton Sea IV and Salton Sea V plants are based on nominal capacity amounts of 10, 20, 50, 40 and 49 net megawatts ("NMW"), respectively and for the Vulcan, Elmore, Leathers, Del Ranch, and CE Turbo plants are based on capacity amounts of 34, 38, 38, 38 and 10 NMW, respectively. Each plant possesses an operating margin, which allows for production in excess of the amounts listed above. Utilization of this operating margin is based upon a variety of factors and can be expected to vary throughout the year under normal operating conditions. The following operating data represents the aggregate capacity and electricity production of Salton Sea I, Salton Sea II, Salton Sea III, Salton Sea IV and Salton Sea V: THREE MONTHS ENDED SEPTEMBER 30, ------------------- 2003 2002 ------- ------- Overall capacity factor ........... 72.1% 85.6% Capacity NMW (weighted average) ... 168.4 168.4 MW hours ("MWh") produced ......... 268,200 318,300 The overall capacity factor for the Salton Sea Guarantors decreased for the three-month period ended September 30, 2003 compared to the same period in 2002 primarily due to an uncontrollable force event in 2003 at the Salton Sea IV project. The following operating data represents the aggregate capacity and electricity production of Vulcan, Elmore, Leathers, Del Ranch and CE Turbo: THREE MONTHS ENDED SEPTEMBER 30, -------------------- 2003 2002 ------- ------- Overall capacity factor ........ 102.6% 104.7% Capacity NMW (weighted average) 158.0 158.0 MWh produced ................... 357,800 365,200 The overall capacity factor for the Partnership Guarantors decreased for the three-month period ended September 30, 2003 compared to the same period in 2002 primarily due to maintenance outages. Southern California Edison's ("Edison") Average Avoided Cost of Energy was 5.2 cents per kilowatt hour ("kWh") and 3.2 cents per kWh for the three-month periods ended September 30, 2003 and 2002, respectively. Estimates of Edison's future Average Avoided Cost of Energy vary substantially from year to year. During 2002, as a result of certain settlement agreements, Edison elected to pay the Guarantors (except Salton Sea Projects IV and V and the CE Turbo Project) a fixed energy price in lieu of Edison's Average Avoided Cost of Energy. The fixed energy price was 3.25 cents per kWh in the first quarter 2002 and increased to 5.37 cents per kWh effective May 1, 2002 through April 30, 2007. The Salton Sea Guarantors' operating revenue decreased $0.8 million, or 2.9%, to $26.6 million for the three-month period ended September 30, 2003 from $27.4 million for the same period in 2002. The decrease was primarily due to lower production in 2003 due to the Salton Sea IV uncontrollable force event partially offset by higher average rates in 2003. The Partnership Guarantors' operating revenue decreased $0.1 million to $33.1 million for the three-month period ended September 30, 2003 from $33.2 million for the same period in 2002. The decrease was primarily due to marginally lower production partially offset by slightly higher average rates in 2003. -29- The Royalty Guarantors' revenue decreased $0.1 million to $3.3 million for the three-month period ended September 30, 2003 from $3.4 million for the same period in 2002. The Salton Sea Guarantors' operating expenses, which include royalty, operating, general and administrative expenses, increased $3.0 million, or 20.8%, to $17.4 million for the three-month period ended September 30, 2003, from $14.4 million for the same period in 2002. The increase was primarily due to repair costs associated with the Salton Sea IV uncontrollable force event, partially offset by decreased legal costs related to disputes with Edison in 2002. The Partnership Guarantors' operating expenses, which include royalty, operating, general and administrative expenses, increased $2.9 million, or 18.5%, to $18.6 million for the three-month period ended September 30, 2003, from $15.7 million for the same period in 2002. The increase in expenses was primarily due to operating expenses at a project which is recovering zinc from geothermal brine of certain power projects (the "Zinc Recovery Project"), which began limited production in December 2002. The Royalty Guarantors' operating expenses, which include royalty, operating, general and administrative expenses, were $0.9 million for the three-month periods ended September 30, 2003 and 2002. The Salton Sea Guarantors' depreciation and amortization increased $0.2 million to $4.9 million for the three-month period ended September 30, 2003 from $4.7 million for the same period in 2002. The increase was due to a change in salvage value assumptions and higher depreciable asset balances. The Partnership Guarantors' depreciation and amortization increased $2.5 million to $8.0 million for the three- month period ended September 30, 2003 from $5.5 million for the same period in 2002. The increase was due to depreciation on the Zinc Recovery Project and a change in salvage value assumptions. The Salton Sea Guarantors' interest expense decreased $0.4 million to $4.7 million for the three-month period ended September 30, 2003 from $5.1 million for the same period in 2002. The decrease was due to reduced indebtedness. The Partnership Guarantors' interest expense, net of capitalized amounts, increased $3.0 million to $4.7 million for the three-month period ended September 30, 2003 from $1.7 million for the same period in 2002. The increase was due to the discontinuance of capitalizing interest on the minerals extraction process, partially offset by reduced indebtedness. The Salton Sea Guarantors are comprised of partnerships. Income taxes are the responsibility of the partners and Salton Sea Guarantors have no obligation to provide funds to the partners for payment of any tax liabilities. Accordingly, the Salton Sea Guarantors have no tax obligations. The Partnership Guarantors' income tax expense, decreased to $1.2 million for the three-month period ended September 30, 2003 from $3.6 million for the same period in 2002. The decrease was due to lower income before tax. The effective tax rate was 40.6% and 31.5% in 2003 and 2002, respectively. Changes in the effective rates are due primarily to the generation of energy tax credits and changes in depletion deductions. Income taxes will be paid by the parent of the Guarantors from distributions to the parent company by the Guarantors, which occur after payment of operating expenses and debt service. The Royalty Guarantors are comprised of partnerships. Income taxes are the responsibility of the partners and Royalty Guarantors have no obligation to provide funds to the partners for payment of any tax liabilities. Accordingly, the Royalty Guarantors have no tax obligations. The Funding Corporation's net income (loss) was not significant for the three-month periods ended September 30, 2003 and 2002. The net income (loss) primarily represents interest income and expense, net of applicable tax, and the Funding Corporation's 1% equity in earnings of the Guarantors. -30- RESULTS OF OPERATIONS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2003 AND 2002 The following operating data represents the aggregate capacity and electricity production of Salton Sea I, Salton Sea II, Salton Sea III, Salton Sea IV and Salton Sea V: NINE MONTHS ENDED SEPTEMBER 30, --------------------- 2003 2002 -------- -------- Overall capacity factor ........ 69.4% 79.4% Capacity NMW (weighted average) 168.4 168.4 MWh produced ................... 765,800 875,500 The overall capacity factor for the Salton Sea Guarantors decreased for the nine-month period ended September 30, 2003 compared to the same period in 2002 primarily due to the uncontrollable force event at Salton Sea IV in 2003. The following operating data represents the aggregate capacity and electricity production of Vulcan, Elmore, Leathers, Del Ranch and CE Turbo: NINE MONTHS ENDED SEPTEMBER 30, ---------------------- 2003 2002 --------- --------- Overall capacity factor ........ 99.4% 100.4% Capacity NMW (weighted average) 158.0 158.0 MWh produced ................... 1,028,800 1,039,800 The overall capacity factor for the Partnership Guarantors decreased marginally for the nine-month period ended September 30, 2003 compared to the same period in 2002 primarily due to maintenance outages. Edison's Average Avoided Cost of Energy was 5.6 cents per kWh and 3.2 cents per kWh for the nine-month periods ended September 30, 2003 and 2002, respectively. Estimates of Edison's future Average Avoided Cost of Energy vary substantially from year to year. During 2002, as a result of certain settlement agreements, Edison elected to pay the Guarantors (except Salton Sea Projects IV and V and the CE Turbo Project) a fixed energy price in lieu of Edison's Average Avoided Cost of Energy. The fixed energy price was 3.25 cents per kWh in the first quarter 2002 and increased to 5.37 cents per kWh effective May 1, 2002 through April 30, 2007. The Salton Sea Guarantors' operating revenue decreased $2.3 million, or 3.4%, to $64.6 million for the nine-month period ended September 30, 2003 from $66.9 million for the same period in 2002. The decrease was primarily due to the impact of a $6.8 million adjustment to the Edison provision in 2002 and lower production due to extended overhauls and the Salton Sea IV uncontrollable force event in 2003, partially offset by higher average rates in 2003. The Partnership Guarantors' operating revenue decreased $0.3 million to $75.4 million for the nine-month period ended September 30, 2003 from $75.7 million for the same period in 2002. The impact of a $14.1 million adjustment to the Edison provision in 2002 was offset by higher average rates in 2003. The Royalty Guarantors' revenue decreased $0.2 million to $9.4 million for the nine-month period ended September 30, 2003 from $9.6 million for the same period in 2002. The decrease was the result of lower energy revenue at the Partnership Projects resulting in lower royalty income. The Salton Sea Guarantors' operating expenses, which include royalty, operating, general and administrative expenses increased $3.0 million, or 7.0% to $45.6 million for the nine-month period ended September 30, 2003 from $42.7 million for the same period in 2002. The increase was primarily due to timing of overhauls, increased pipe replacement costs and repair costs associated with the Salton Sea IV uncontrollable force event. The increase was partially offset by the second quarter 2003 warranty claim settlement with Stone & Webster, which included -31- a $7.6 million reimbursement of incremental operating expenses related to legal, other expenses and equipment write-offs which reduced operating costs. The Partnership Guarantors' operating expenses, which include royalty, operating, general and administrative expenses, increased $13.3 million, or 27.5%, to $61.7 million for the nine-month period ended September 30, 2003, from $48.4 million for the same period in 2002. The increase in expenses was primarily due to operating expenses at the Zinc Recovery Project, which began limited production in December 2002. The Royalty Guarantors' operating expenses, which include royalty, operating, general and administrative expenses, were $2.5 million for the nine-month periods ended September 30, 2003 and 2002. The Salton Sea Guarantors' depreciation and amortization decreased $1.0 million to $14.7 million for the nine-month period ended September 30, 2003 from $15.7 million for the same period in 2002. The decrease was due to the write-off of an abandoned project in 2002, partially offset by a change in salvage value assumptions and higher depreciable asset balances in 2003. The Partnership Guarantors' depreciation and amortization increased $5.3 million to $22.9 million for the nine-month period ended September 30, 2003 from $17.6 million for the same period in 2002. The increase is due to depreciation on the Zinc Recovery Project, which began limited production in December 2002, and a change in salvage value assumptions. The Salton Sea Guarantors' interest expense decreased $1.1 million to $14.3 million for the nine-month period ended September 30, 2003 from $15.4 million for the same period in 2002. The decrease was due to reduced indebtedness. The Partnership Guarantors' interest expense, net of capitalized amounts, increased $8.5 million to $14.0 million for the nine-month period ended September 30, 2003 from $5.5 million for the same period in 2002. The increase was due to the discontinuance of capitalizing interest on the Zinc Recovery Project, partially offset by reduced indebtedness. The Salton Sea Guarantors are comprised of partnerships. Income taxes are the responsibility of the partners and Salton Sea Guarantors have no obligation to provide funds to the partners for payment of any tax liabilities. Accordingly, the Salton Sea Guarantors have no tax obligations. The Partnership Guarantors' income tax was an $8.9 million benefit for the nine-month period ended September 30, 2003 as compared to an expense of $1.9 million for the same period in 2002. The change was due to a pretax loss in 2003 compared to pretax income in 2002. The effective tax rate was 40.6% and 31.5% in 2003 and 2002, respectively. Changes in the effective rate are due primarily to the generation of energy tax credits and changes to depletion deductions. Income taxes will be paid by the parent of the Guarantors from distributions to the parent company by the Guarantors, which occur after payment of operating expenses and debt service. The Royalty Guarantors are comprised of partnerships. Income taxes are the responsibility of the partners and Royalty Guarantors have no obligation to provide funds to the partners for payment of any tax liabilities. Accordingly, the Royalty Guarantors have no tax obligations. The Funding Corporation's net income (loss) was not significant for the nine-month period ended September 30, 2003 and 2002. The net income (loss) primarily represents interest income and expense, net of applicable tax, and the Funding Corporation's 1% equity in earnings of the Guarantors. LIQUIDITY AND CAPITAL RESOURCES The Salton Sea Guarantors' cash flows from operating activities decreased to $12.0 million for the nine-month period ended September 30, 2003 from $22.2 million for the same period in 2002. The Salton Sea Guarantors' only source of revenue is payments received pursuant to long-term power sales agreements with Edison, other than Salton Sea V Project revenue and interest earned on funds on deposit. The decrease was primarily due to the receipt of past due balances from Edison in 2002 and lower earnings in 2003. -32- The Partnership Guarantors' cash flows from operating activities decreased to $15.9 million for the nine-month period ended September 30, 2003 from $55.2 million for the same period in 2002. The Partnership Guarantors' primary source of revenue is payments received pursuant to long-term power sales agreements with Edison, other than the CE Turbo Project and Zinc Recovery Project revenue and interest earned on funds on deposit. The decrease was primarily due to the receipt of past due balances from Edison in 2002 and higher net losses due to the Zinc Recovery Project being in production. The Royalty Guarantors' cash flow from operating activities was $6.9 million for the nine-month periods ended September 30, 2003 and 2002. The Royalty Guarantors' only source of revenue is royalties received pursuant to resource lease agreements with the Partnership Projects. Due to reduced liquidity, Edison had failed to pay approximately $119 million owed under the Power Purchase Agreements with certain Guarantors (the Imperial Valley Projects, excluding the Salton Sea V and CE Turbo Projects) for power delivered in the fourth quarter 2000 and the first quarter 2001. Due to Edison's failure to pay contractual obligations, the Guarantors established an allowance for doubtful accounts of approximately $21.0 million as of December 31, 2001. Pursuant to a settlement agreement the final payment by Edison of the past due balances was received March 1, 2002. Following the receipt of Edison's final payment of past due balances, the Guarantors released the remaining allowance for doubtful accounts. Edison has failed to pay approximately $3.9 million of capacity bonus payments for the months from October 2001 through May 2002. On December 10, 2001 certain Guarantors, excluding Salton Sea I, Salton Sea V and CE Turbo Projects, filed a lawsuit against Edison in California's Imperial County Superior Court seeking a court order requiring Edison to make the required capacity bonus payments under the Power Purchase Agreements. Due to Edison's failure to pay the contractual obligations, the Imperial Valley Projects established an allowance for doubtful accounts of approximately $2.7 million as of December 31, 2002. In connection with the June 11, 2003 settlement discussed below, the receivables associated with this allowance were written off during 2003. On March 25, 2002, Salton Sea II's 10 MW turbine went out of service due to an uncontrollable force event. Such uncontrollable force event ended, and Salton Sea II returned to service, on December 17, 2002. Edison failed to recognize the uncontrollable force event and as such did not pay amounts otherwise due and owing and improperly derated Salton Sea II from 15 MW to 12.5 MW, under the Salton Sea II Power Purchase Agreement. On January 29, 2003, Salton Sea Power Generation, L.P., owner of Salton Sea II, served a complaint on Edison for such unpaid amounts and to rescind such deration. On June 11, 2003, certain Guarantors, excluding Salton Sea I, Salton Sea V and CE Turbo Projects, entered into a settlement agreement with Edison. The settlement, which relates to the capacity bonus payment and Salton Sea II uncontrollable force event disputes, provides for an $800,000 settlement payment from Edison, payment of amounts previously withheld for the Salton Sea II deration and the recission of such deration. The amounts previously withheld for the Salton Sea II deration were received in the second quarter of 2003. The $800,000 settlement payment is contingent upon approval by the California Public Utilities Commission. On July 10, 2003, Salton Sea IV's 34 MW turbine went out of service due to an uncontrollable force event. Such uncontrollable force event ended, and Salton Sea IV returned to service on September 17, 2003. Edison failed to recognize the uncontrollable force event and as such has not paid amounts otherwise due and owing under the Salton Sea IV Power Purchase Agreement totaling $1.7 million. On September 17, 2003 and October 19, 2003 Salton Sea Power Generation, L.P., with Fish Lake Power Company, owner of Salton Sea IV served notices of error on Edison for such unpaid amounts. As a result, the Company recorded a liability of $1.4 million for capacity payments as of September 30, 2003. As a result of uncertainties related to Edison, the letter of credit that supports the debt service reserve fund at the Funding Corporation had not been extended beyond its then existing July 2004 expiration date, and, as such, cash distributions were not available to CE Generation, LLC ("CE Generation") until the Funding Corporation debt -33- service reserve fund of approximately $65.4 million had been funded or the letter of credit had been extended beyond its July 2004 expiration date or replaced. As of December 31, 2002, the fund had a cash balance of $46.3 million. In May 2003, the previous $65.4 million Salton Sea Funding Corporation debt service reserve letter of credit was replaced by a $32.7 million TransAlta USA Inc. ("TransAlta"), a wholly owned subsidiary of TransAlta Corporation, letter of credit which expires on May 30, 2004, and a $32.7 million MidAmerican Energy Holdings Company letter of credit which expires June 6, 2006. The new Funding Corporation debt service reserve letters of credit permitted the cash, which was previously restricted, to be included in the funds distributed to CE Generation on May 29, 2003. The Salton Sea V Project was constructed by Stone & Webster, Inc. (formerly Stone & Webster Engineering Corporation), a wholly-owned subsidiary of the Shaw Group ("Stone & Webster"), pursuant to a date certain, fixed-price, turnkey engineering, procure, construct and manage contract (the "Salton Sea V Project EPC Contract"). On March 7, 2002, Salton Sea Power L.L.C. ("Salton Sea Power"), the owner of the Salton Sea V Project, filed a Demand for Arbitration against Stone & Webster for breach of contract and breach of warranty arising from deficiencies in Stone & Webster's design, engineering, construction and procurement of equipment for the Salton Sea V Project pursuant to the Salton Sea V Project EPC Contract. The demand for arbitration did not include a stated claim amount. On April 25, 2003, Salton Sea Power entered into a settlement agreement with Stone & Webster. The Settlement Agreement resulted in a total payment of $12.1 million from Stone & Webster in the second quarter 2003 and the arbitration was dismissed. The settlement was recorded as a $4.5 million reduction of incremental capital expenditures and a $7.6 million reduction of incremental operating expenses related to legal, other expenses and equipment write-offs. The Salton Sea Guarantors' cash used in investing activities decreased to $0.7 million for the nine-month period ended September 30, 2003 from $9.9 million for the same period in 2002. During the second quarter of 2003, $4.5 million of the Stone & Webster settlement was recorded as a reduction to capital equipment. Capital expenditures are the primary component of investing activities. The Partnership Guarantors' cash flow used in investing activities was $23.4 million for the nine-month period ended September 30, 2003 and $35.8 million for the same period in 2002. Capital expenditures are the primary component of investing activities. Minerals LLC ("Minerals") constructed the Zinc Recovery Project, which is recovering zinc from the geothermal brine. Facilities have been installed near the sites of the Imperial Valley Projects to extract a zinc chloride solution from the geothermal brine through an ion exchange process. This solution is being transported to a central processing plant where zinc ingots are produced through solvent extraction, electrowinning and casting processes. The Zinc Recovery Project is currently expected to have a capacity of approximately 30,000 metric tonnes per year. Limited production began during December 2002 and production is expected by late-2003. Minerals entered into a sales agreement whereby all high-grade zinc produced by the Zinc Recovery Project will be sold to Cominco, Ltd. The initial term of the agreement expires in December 2005. Minerals contracted with Zachry Construction Corporation ("Zachry") under a time and materials contract to do a maximum of $1.32 million work for the Zinc Recovery Project. Zachry has invoiced Minerals for $4.7 million of work under this contract. Minerals has been unable to substantiate Zachry's invoices. Zachry filed a demand for arbitration with the American Arbitration Association (the "AAA") on August 19, 2003 for collection of its claimed outstanding invoices. Although the AAA has selected an arbitration panel, neither the AAA nor the panel has scheduled any hearings on this matter to date. Minerals anticipates that the evidentiary hearing on this matter will not likely occur prior to the summer of 2004. Total capital costs, excluding interest during construction, of the Zinc Recovery Project are approximately $161.1 million, net of payments for liquidated damages, through September 30, 2003. The Zinc Recovery Project anticipates incurring $6.9 million in capital expenditures during the remainder of 2003 to optimize production. -34- The Funding Corporation's net cash flows used in financing activities was $3.0 million for the nine-month period ended September 30, 2003 and $3.6 million for the same period in 2002. The decreased use of cash was primarily due the release of the restricted cash partially offset by payments made to affiliates. Salton Sea Guarantors' net cash flows used in financing activities was $11.2 million for the nine-month period ended September 30, 2003 and $12.3 million for the same period in 2002. The decreased use of cash was primarily due to higher payments to affiliates during 2002. Partnership Guarantors' net cash flows from financing activities was a source of cash totaling $7.5 million for the nine-month period ended September 30, 2003 and use of cash totaling $19.3 million for the same period in 2002. The change was primarily due to higher equity contributions and lower payments to affiliates in 2003. RELATED PARTY TRANSACTIONS On January 29, 2003, TransAlta purchased El Paso Merchant Energy North American Company's ("EPME") 50% interest in CE Generation. Pursuant to a Transaction Agreement dated January 29, 2003, CE Turbo and Salton Sea Power began selling available power to a subsidiary of TransAlta on February 12, 2003 based on percentages of the Dow Jones SP-15 Index. The Transaction Agreement shall continue until the earlier of (a) 30 days following a written notice of termination after October 1, 2003 or (b) any other termination date mutually agreed to by the parties. No such notice of termination has been given by either party. Sales to TransAlta from the Partnership and Salton Sea Guarantors totaled $2.4 million and $7.5 million for the three-month and nine-month periods ended September 30, 2003, respectively. Sales to EPME totaled $2.7 million and $6.1 million during the three-month and nine-month periods ended September 30, 2002, respectively. CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS There have been no material changes in the contractual obligations and commercial commitments from the information provided in Item 7. of the Funding Corporation's Annual Report on Form 10-K for the year ended December 31, 2002 other than as discussed in the "Liquidity and Capital Resources" section. -35- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. There have been no material changes in the market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of the Funding Corporation's Annual Report on Form 10-K for the year ended December 31, 2002. ITEM 4. CONTROLS AND PROCEDURES. An evaluation was performed under the supervision and with the participation of Salton Sea Funding Corporation's management, including its chief executive officer and chief financial officer, regarding the effectiveness of the design and operation of Salton Sea Funding Corporation's disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of September 30, 2003. Based on that evaluation, Salton Sea Funding Corporation's management, including the chief executive officer and chief financial officer, concluded that Salton Sea Funding Corporation's disclosure controls and procedures were effective. There have been no significant changes in Salton Sea Funding Corporation's internal controls or in other factors that could significantly affect internal controls. -36- PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. See Note 2 to the financial statements and discussion in Management's Discussion and Analysis. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 5. OTHER INFORMATION. Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS: The exhibits listed on the accompanying Exhibit Index are filed as part of this Quarterly Report. (B) REPORTS ON FORM 8-K: None. -37- 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. SALTON SEA FUNDING CORPORATION ------------------------------ (Registrant) Date: November 6, 2003 /s/ Wayne F. Irmiter ---------------------------------- Wayne F. Irmiter Vice President & Controller -38- EXHIBIT INDEX Exhibit No. 31.1 Chief Executive Officer's Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Chief Accounting Officer's Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Chief Executive Officer's Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Chief Accounting Officer's Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. -39-

VULCAN/BN GEOTHERMAL POWER CO 10-Q