Definitive Proxy Solicitation Material — Going-Private Transaction Statement — Schedule 13E-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: DEF13E3 Definitive Proxy Solicitation Material -- 5± 24K
Going-Private Transaction Statement
3: EX-8 Opinion re: Tax Matters 12± 48K
2: EX-10 Material Contract 84± 312K
5: EX-13 Annual or Quarterly Report to Security Holders 7± 27K
7: EX-13.1 Annual or Quarterly Report to Security Holders 52± 198K
15: EX-13.2 Annual or Quarterly Report to Security Holders 7± 29K
4: EX-20 Other Document or Statement to Security Holders 2± 13K
6: EX-20.1 Other Document or Statement to Security Holders 1 8K
8: EX-20.2 Other Document or Statement to Security Holders 2± 13K
9: EX-20.3 Other Document or Statement to Security Holders 10± 43K
10: EX-20.4 Other Document or Statement to Security Holders 5± 29K
11: EX-20.5 Other Document or Statement to Security Holders 5± 21K
12: EX-20.6 Other Document or Statement to Security Holders 5± 21K
13: EX-20.7 Other Document or Statement to Security Holders 1 10K
14: EX-20.8 Other Document or Statement to Security Holders 1 9K
EX-13.1 — Annual or Quarterly Report to Security Holders
Exhibit Table of Contents
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/C
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For Fiscal Year Ended: December 31, 1995
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________________ to ______________
Commission file number 0-14452
Far West Electric Energy Fund, L.P.
(Name of small business issuer in its charter)
Delaware 87-0414725
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
921 Executive Park Drive, Suite B, Salt Lake City, Utah 84117
(Address of principal executive offices)
(Zip Code)
Issuer's telephone number (801) 268-4444
Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 ___
Total pages: 58
Exhibit Index Page:50
Form 10-KSB
Check if there is no disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year.
$ 2,674,000
The registrant is a limited partnership and has no voting
stock. At this time there is no market for trading a partnership
interest in the registrant. 93.9% of the partnership interests are
owned by non affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
Item 1. Description of Business.
Far West Electric Energy Fund L.P., a Delaware limited
partnership (the "Partnership"), was originally organized in
September 1984 under the Uniform Limited Partnership Act of Utah as
Far West Hydroelectric Fund, Ltd. On December 20, 1988, the
Partnership changed its name to Far West Electric Energy Fund, L.P.
and changed its domicile to Delaware.
The Partnership owns a geothermal power plant, (the
"Steamboat Springs Plant") located in Nevada, and until March 16,
1995, owned a hydroelectric plant located in Idaho (the "Crystal
Springs Plant") which was sold to Crystal Springs Hydroelectric,
L.P., a Washington limited partnership pursuant to a Purchase and
Sale Agreement dated February 28, 1995, which was attached as
Exhibit (10)(aai) to Form 10-K for fiscal year ended December 31,
1994.
The principal revenue-producing activities of the Partnership
commenced as of December 31, 1985, following the completion in
November 1985 of a public offering of its Units of limited
partnership interests registered under the Securities Act of 1933.
Since 1986, the Partnership has realized revenues from its business
of selling power generated by its plants to public utilities
pursuant to the Public Utility Regulatory Policies Act ("PURPA"),
and in accordance with regulations of the Federal Energy Regulatory
Commission ("FERC") and of the state public utility commissions of
Idaho and Nevada.
Electricity has been generated by the Partnership's hydro-
electric and geothermal power plant and sold to the Idaho Power
Company and to the Sierra Pacific Power Company, pursuant to
long-term contracts for 35 and 20 years, respectively. 100% of the
power generated by the Crystal Springs Plant was sold to Idaho
Power Company and 100% of the power generated by the Steamboat
Springs Plant is sold to Sierra Pacific Power Company. Since the
sale of the Crystal Springs Plant, the Partnership is dependent
upon the continued financial stability of Sierra Pacific Power
Company to honor its power purchase contract.
In addition to its ownership of the Steamboat Springs Plant,
the Partnership owns certain piping and accessory equipment and is
entitled to receive pumping fees and a net subordinated royalty in
connection with the operation of the 1-A Plant located adjacent to
the Steamboat Springs Plant. See "Item 2. Properties."
The Partnership's two power plants were operated on a
day-to-day basis by contract operators, Ormat, Inc. ("Ormat")
through October 10, 1990, and by SB GEO, Inc. thereafter in the
case of the Steamboat Springs Plant and in the case of the Crystal
Springs Plant by Bonneville Pacific Corporation ("BPC"), until
December, 1991, then by CHI until December, 1992 and by Little Mac
Power Services Co. from December 1, 1992 until sold. The
Partnership has no employees, but relies on the staff of Far West
Capital, Inc. ("Far West Capital"), a General Partner of the
Partnership together with Alan O. Melchior and Thomas A. Quinn, who
are officers, directors, and 80% shareholders of Far West Capital
and were also General Partners of the Partnership until they
resigned as General Partners effective January 1, 1995. The term
"General Partner" as used herein, means Far West Capital and
includes Messrs. Melchior and Quinn until they resigned as General
Partners effective January 1, 1995. The Partnership also employs
outside consultants as necessary. As of the date of this filing,
Far West Capital has nine employees who have varied amounts of
responsibility for the Partnership and for other partnerships for
which Far West Capital is the General Partner.
Protection of the environment is a major priority for the
Partnership. The Partnership engages in activities within the
jurisdiction of federal, state and local regulatory agencies.
Those agencies have issued the Partnership permits for these
activities subject to air quality, water quality, and waste
management laws and regulations. The Partnership is currently in
compliance with such laws and regulations. See "Item 2.
Properties."
Item 2. Description of Properties
Steamboat Springs thermal-hydroelectric plant.
The Steamboat Springs Plant is located ten miles south of
Reno, Nevada on property leased from Sierra Pacific Power Company
pursuant to a Geothermal Resource Lease in the Steamboat Known
Geothermal Resource Area. The plant has gross capacity of
approximately 6.5 megawatts and consists of seven separate modules,
utilizing binary rankine cycle turbines.
In 1987 it was determined that to achieve the expected
capacity and the performance requirements specified in the
Steamboat Springs Plant's purchase contract, Ormat would have to
install additional equipment and make some modifications to
existing equipment. These corrections were made at no cost to the
Partnership (although the down-time for modifications and testing
adversely impacted revenues). The modifications and repairs were
completed in the summer of 1988, and the Partnership was informed
that the plant was performing near projected levels by the fall of
1988. However, during 1989 the plant produced approximately
36,000,000 kwh (about the same as 1988) which is substantially less
than the 42,000,000 kwh which was the annual production for the
plant, as modified, projected by Ormat and the 43,800,000 kwh
called for by the Purchase Agreement.
After reviewing the Steamboat Springs Plant performance with
independent consultants, the General Partner concluded that the
deficiencies in plant performance were attributable to both poor
operating practices employed by Ormat, the former operator, and
certain problems in plant design. Consequently, notice was given
to Ormat that the Partnership believed that Ormat was in default
under both its Operating and Purchase Agreements with the
Partnership. The General Partner replaced Ormat as plant operator
on October 11, 1990, and sought redress for plant deficiencies
under the arbitration clause of the Purchase Agreement.
Arbitration proceedings began October 29, 1990.
The claims of the petitioners as well as the counter claims
of Ormat were numerous and complex, making it difficult to
summarize the ruling of the Arbitration panel. However, in essence
the panel denied the bulk of Petitioners' claims and Ormat's
counter claims. Petitioners were awarded $175,000 for well field
problems, and Ormat was awarded $254,000 for unpaid operating and
warranty service, the payment of which had been withheld pending
the completion of the Arbitration. The Parties have all complied
with and satisfied the ruling of the Arbitrators, including payment
of all awards. (See Part IV, Item 14, Exhibits, Form 10-K dated
December 31, 1992.
The present operating agreement provides for SB Geo, Inc.
("SB GEO") to operate and maintain the plant for a period of 10
years. SB GEO is to operate the plant on a no profit basis.
In October 1991, the Partnership assigned its 77% ownership
interest and 1-A Enterprises assigned its 23% ownership in SB GEO
to Messrs. Melchior and Quinn, who accepted the assignments and SB
GEO's liabilities. According to an independent valuation firm, SB
GEO had no value as of the transfer date due to its obligations and
its cost basis operating status. Consequently, no gain or loss was
recognized as a result of the assignment.
On October 23, 1992 Westinghouse Credit Corporation
("WCC") gave the Partnership a notice of default with regard to the
long-term financing of the project for the Partnership allowing the
reserve account to fall below its reserve requirement without
adequate replenishment and because the Award of Arbitrators in the
Ormat Arbitration exceeded $25,000.
Crystal Springs hydroelectric plant.
The Crystal Springs Plant is located ten miles west and seven
miles north of Twin Falls, Idaho. Its leased site is located in
Cedar Draw which flows into the Snake River Canyon. Its primary
components consist of four horizontal Francis-type turbines with an
installed total capacity of 2.88 megawatts. Until March 16, 1995,
it was owned by the Partnership through Crystal Springs
Hydroelectric Company ("CSHC"), a general partnership owned by the
Partnership.
The Crystal Springs Plant was placed into operation during
December, 1985, but did not generate significant revenues until the
first quarter of 1986, primarily due to seasonal water shortage
conditions. During the last quarter of 1987, the Partnership
received information which suggests that the Crystal Springs Plant
design was based on overly optimistic water flow assumptions and
that it would not be able to consistently achieve projected average
annual production figures. On July 7, 1988, the Partnership
entered into a Purchase Option Agreement, effective October 1,
1987, with Bonneville Pacific Corp. ("BPC"), the company which sold
the project to the Partnership. In conjunction therewith, as an
accommodation, the Partnership signed refinancing loan documents
("Loan") with First Security Bank of Utah ("Bank").
A Restated Operation and Maintenance Agreement ("O&M
Agreement") entered into as of October 1, 1987, dated July 7, 1988,
between CSHC and BPC, served to install BPC, or a representative of
its choice, as the operator of the Crystal Springs Plant. This O&M
Agreement also set forth BPC's duties as the operator. The terms
of this O&M Agreement would run through September 30, 1997, unless
terminated earlier, as provided in the O&M Agreement.
Under this O&M Agreement, BPC was responsible for the daily
operation and maintenance of the plant, maintenance of accounting
records, disbursements from available power revenues, supervision
of employees interaction with power purchasers, and maintenance of
the facility in a safe operating condition. In return, BPC was
compensated a minimum of $20,000 per year; subject to increases by
an amount equal to 10% of all profits between $0 and $20,000, plus
95% of all profits which exceed $20,000 per year.
BPC accounted for revenues and expenses incurred by BPC in
connection with the operation and maintenance of the Crystal
Springs Plant; CSHC was responsible for insurance expenses and
property tax expenses. In view of the limited participation of
CSHC in the operations, including profits and losses, as described
elsewhere herein, operations of the project were not included in
the financial statements for the years ended December 1990, 1991,
or 1992. The net cost of the Crystal Springs Plant, related
long-term debt and related depreciation, interest, insurance, and
tax expenses were included in the financial statements of the
Partnership. The debt service payments paid by the BPC were
included as other income in the financial statements.
On December 5, 1991, BPC filed for protection under Chapter
11 of the United States Bankruptcy Laws and stopped making option
payments to the Partnership and debt service payments to the Bank.
This action terminated BPC's rights under the Purchase Option
Agreement and the O&M Agreement. BPC's failure to make debt
service payments to the Bank resulted in a default notice from the
Bank.
The Partnership received such default notice from the Bank by
letter dated February 3, 1992, maintaining that CSHC was in default
of its loan obligations to the Bank.
CSHC, the Partnership and Far West filed a complaint in the
Third Judicial District Court for Salt Lake County, State of Utah,
naming the Bank as defendant and seeking a declaratory judgment
that plaintiffs were not obligated to perform the obligations under
the Loan documents because they signed them merely as accommodation
parties and seeking injunctive relief against the Bank, enjoining
the Bank from naming any of the plaintiffs in litigation seeking
money damages under the Loan documents.
The Bank subsequently filed a complaint in the District Court
of the Fifth Judicial District of the State of Idaho seeking to
foreclose on the real property security pursuant to the Mortgage.
On July 17, 1992, CSHC, the Partnership and its General
Partners ("Crystal Affiliates") entered into an agreement with the
Bank whereby the parties agreed to forbear from further action on
both above complaints. Under such agreement CSHC agreed to pay to
the Bank, on or before September 30, 1992, the sum of $1,800,000.
Upon payment of this settlement sum the Bank was to release the
parties from obligations under the Bank's loan documents.
That agreement expired prior to the Partnership's ability to
refinance or sell the Crystal Springs Plant in order to pay the
Bank the agreed upon $1,800,000 amount. The parties thereafter
entered into a subsequent settlement agreement ("Agreement")
effective December 31, 1992 which provided for dismissal of each of
the two lawsuits and payment of the $1,800,000 to the Bank by
December 1, 1993.
It also provided for a mutual waiver of claims between the
parties ("Mutual Release Agreement") and in addition provided for
a $50,000 line of credit for use in repair of certain items of
equipment for the Crystal Springs Plant for startup of operations
in 1993 ("Repair Loan"). The Partnership also agreed therein to
exercise its best efforts to sell the Crystal Springs Plant on or
before December 1, 1993, the proceeds to be used in satisfying the
Repair Loan and the $1,800,000 payoff of the Loan to the Bank.
There were no amounts owing on the repair loan as of December 31,
1994 and February 28, 1995 (date of sale).
The Mutual Release Agreement also contemplated the execution
by the Parties of an Extension and Modification Agreement with
respect to the Loan which agreement was also entered into as of
December 31, 1992 together with an Amendment to Mortgage and an
Amendment to Security Agreement which amended the original Loan
documents to provide for the issues resolved in the Mutual Release
Agreement.
In addition, effective the first day of December, 1992, a new
operator of the Project, Little Mac Power Services Co., was put in
place through an Operation and Maintenance Agreement of that date.
A restated Operation and Maintenance Agreement was entered into
effective December 1, 1994.
The Partnership was unable to refinance or sell the Crystal
Springs plant by December 1, 1993 in order to pay the Bank the
agreed upon $1,800,000 amount. In order to extend the term of the
loan for an additional nine (9) months, the parties thereafter
entered into a Second Extension Agreement as of December 1, 1993.
This agreement extended the date until September 1, 1994 for
Crystal affiliates to be able to sell the Crystal Springs plant and
use the proceeds to pay off the $1,800,000 agreed upon to the Bank.
The Crystal Springs Plant was sold as described in Item 1.
above. A Third Extension and Modification Agreement was entered
into by the parties on March 15, 1995 concurrently with such sale
which provides for the Bank's consent to the sale, the Bank's
accepting a principal payment under the loan in the amount of
$1,100,000 and reducing the remaining principal balance of the note
to $537,000; extending its term for five years. It also provides
that if the note is paid in full within two years after the payment
of $1,100,000, the Lender will discount the amount of the principal
due by $100,000 (requiring a principal payment of only $437,000),
and if paid within three years, the Lender will discount the amount
of the principal due by $50,000 (requiring a principal payment of
only $487,000). There will be no discount if paid after the third
anniversary. That agreement was attached to the December 31, 1994
Form 10-K as Exhibit (10)(aas).
Revenues from the 1-A thermal-hydroelectric plant
The 1-A geothermal plant (the "1-A Plant") is located
adjacent to the Steamboat Springs Plant. The 1-A Plant consists of
two separate modules, utilizing binary rankine cycle turbines with
a combined net output of 1.8 megawatts.
The 1-A Plant was originally a Steamboat Springs expansion
project, but was sold in 1988 to a general partnership entitled 1-A
Enterprises which is owned 74% by Alan O. Melchior and Thomas A.
Quinn, who were also General Partners of the Partnership and
currently are officers and shareholders of Far West Capital. Use
of the geothermal resource by the 1-A Plant has no adverse effect
on the operation of the Partnership's Steamboat Springs Plant.
In a Second Amendment to Geothermal Resources Lease provision
was made to accommodate the 1-A Plant on the Steamboat Springs
Plant's lease. A Geothermal Resources Sublease was entered into
granting rights and defining terms and conditions for the sitting
and operation of the 1-A Plant and setting forth a method of
calculating royalty payments to be made to the Partnership. This
Sublease was Revised and Restated on October 9, 1989.
As consideration for the sale of the 1-A Plant rights to 1-A
Enterprises, the Partnership received a royalty interest in the net
operating income of the 1-A Plant. Such royalties equal 10% in
1988 through 1992, 15% in 1993 through 1998, 40% in 1999 through
2010, and 45% in 2011, and thereafter. In addition, the
Partnership is paid an amount equivalent to the net profit that
would be realized by the Partnership if the 1-A Plant were bearing
150 KW of parasitic power load (power consumed by the Plant
itself). The net profit equivalent is calculated as follows:
1,200,000 KWH x the rate at which power is sold to Sierra Pacific
Power Company under the power purchase agreement applicable to the
1-A Plant, less any royalties, note payments, or net revenue
interest or other expenses associated with or payable out of such
additional revenues assuming that the 1-A Plant produced an
additional 1,200,000 KWH per annum. In 1995 the Partnership was
paid $86,905 in royalty revenues from the 1-A Project and $58,191
in pumping charges.
Item 3. Legal Proceedings
Nevada Department of Transportation
The Department of Transportation of the State of Nevada
("NDOT") commenced action in the Second Judicial District Court of
the State of Nevada in and for the County of Washoe against the
Partnership and others to obtain, for highway purposes, ownership
of approximately 2.79 acres of the property owned by Sierra Pacific
Power Company ("SPPC") at the extreme north of the land upon which
the Steamboat Springs Plant is located pursuant to the SPPC lease.
The Partnership is defending the action insofar as is necessary to
protect a stand-by injection well located on the lease in the
proximity of the land being taken and a monitoring well in an
adjacent area which is being taken. It is presently negotiating a
settlement which will leave the stand-by injection well and the
Partnership's rights in and use thereof intact and available. The
Partnership has constructed a new monitoring well and is attempting
to recover the cost thereof from the State. The Partnership has an
agreement in principle with the State relative to this
reimbursement, the cost of which is approximately $5,000. The
Partnership is also attempting to obtain a portion of the $273,500
offered and deposited into Court by NDOT as compensation for the
taking. SPPC is claiming all of such funds as the owner of the
land. The Court has granted NDOT the right to possess and occupy
the property while the amount of compensation to be finally awarded
is being contested. WCC, the Partnership's principal creditor, has
claimed that under the financing agreements with respect to the
Steamboat Springs and 1-A Plants, all funds recovered from NDOT
must be applied to reduce the principal balance of the loans
outstanding.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters.
No market exists for the Partnership's Units. As of March
15, 1996, the 10,306 outstanding Units of the Partnership were held
by 1,103 investors, including 530 units owned by the General
Partner.
No cash distributions were made to the Limited Partners
during the years ended December 31, 1991 through 1995.
Item 6. Management's Discussion and Analysis or Plan of
Operations.
Liquidity and Capital Resources
The sale of electricity to Sierra Pacific Power Company
("Sierra") continues to be the Partnership's primary source of
working capital. Power is sold pursuant to a long-term power
contract ("Power Purchase Agreement") (see "Item 1. Business")
which provides for purchase of all power produced by the Steamboat
Springs Plant at a fixed rate. However, in December of 1996 the
rate at which the plant will sell power goes from 7.17 cents per KW to
short-term avoided cost (which presently is believed to be
approximately 2.8 cents). The Partnership will not be able to continue
to operate the plant selling power at that rate. The General
Partner has been unsuccessful in its attempts to renegotiate the
rate at which power would be sold to Sierra Pacific Power Company
during the second 10 years of the Power Purchase Agreement
beginning in December of 1996. However, Sierra has tentatively
agreed that it will release the Partnership from its agreement to
sell power to Sierra from Steamboat 1 at short term avoided cost if
the Partnership can find a market for the Steamboat 1 output
outside to Sierra's system. To date the Partnership has not
identified such a market. If the Partnership were forced to sell
power at 2.8 cents per KW as opposed to the 7.17 cents currently being paid
it would not be able to pay debt service and operating cost and the
plant might be foreclosed by WCC.
The Steamboat Springs Plant operating revenues have, in the
past, provided cash balances to pay for operating expenses,
including repairs and maintenance of the plant, during times of
interrupted operations. However, in the event of failure of the
Steamboat Springs geothermal resource, the Partnership would be
unprotected from interruption of its revenues. Management believes
that the likelihood of this event occurring is remote.
As shown in the financial statements for the year ended
December 31, 1995, the Partnership's current liabilities exceed
current assets by $6,595,000. Of this amount, $4,563,000 relates
to the note default involving the Steamboat Springs Plant with WCC.
This is more fully described under "Item 2. Properties". Cumulative
income for the three-year period ended December 31, 1995 amounted
to $883,000 before extraordinary items. The General Partner is
seeking to resolve the current liquidity concerns by taking steps
to increase future production by improving maintenance and
operation procedures and, if necessary, deferral of payment of
general and administrative expenses to the General Partner. During
1995, 1994 and 1993 the General Partner made loans in the amounts
of $112,000; $83,000; and $171,000 respectively in addition to
deferring fees and administrative expenses of $98,000; $118,000 and
$70,000 respectively. Partnership electric power revenue decreased
in 1995 by 2% from 1994 and 14% from 1993. The general partner
believes that 1995 revenues are representative of what can be
expected in the future until the rate change becomes effective in
December of 1996 at which time revenues will decrease drastically.
With the winding down of the Partnership's litigation and
administrative proceedings, professional fees and general and
administrative expenses charged by the General Partner decreased in
1995 by 21% from the preceding year, in 1994 by 45% from the
preceding year and in 1993 by 49% from 1992. The General Partner
also believes that these expenses will continue to stay at this
lower level in 1996 because of the termination of such litigation
and decreasing administrative costs.
In a report dated September 4, 1993 the General Partner
reported to the Limited Partners on its efforts to restructure the
business of the Partnership so as to be able to resume
distributions to the Limited Partners. In summary the General
Partner concluded that the Partnership would be unable to generate
significant positive cash flow or resume distributions without the
infusion of cash sufficient to make capital improvements in the
Steamboat Springs Plant and/or buy out the Westinghouse loan and
certain royalty interests at a discount. The Partnership does not
have the financial resources to accomplish these goals. At present
and in the foreseeable future the Partnership is generating taxable
income without any cash distributions to pay the tax liabilities.
Therefore, it appears to the General Partner that it may be
advantageous to the Partnership to consider a sale of all the
Partnership assets.
The General Partner has recently executed a contract on
behalf of the Partnership with U.S. Envirosystems, Inc. (a Delaware
corporation) to sell the Steamboat Springs Power Plant. The sale
is conditioned on the approval of the Limited Partners. That
Contract was attached to a draft proxy statement describing the
details of the transaction, its tax effect and an opinion as to the
fairness of the proposed transaction, which has been submitted to
the Securities and Exchange Commission for its review. See Exhibit
10(aau). It is anticipated that these materials will be mailed to
the Limited Partners for their review and vote within thirty days.
If the proposed sale of the Steamboat Springs Plant is approved the
General Partner proposes to distribute all proceeds of the sale to
limited partners (after payment of debts and accounts to third
parties) and terminate the Partnership.
The General Partner estimates that within approximately 40
days of the date of a favorable vote, the purchaser will transfer
$1,250,000 to the fund. As an incentive to the Limited Partners to
vote in favor of the proposed sale, and contingent upon such
approval, the General Partner will transfer to the purchaser all
obligations owed by the Fund to the General Partner (as of December
31, 1995, approximately $2.3 million consisting of cash advances,
interest on those cash advances and uncompensated services) and
decline its share of the final liquidating distribution (1%) to
which it is entitled as the General Partner and holder of 530
Limited Partner units (5.14%). The General Partner estimates that
due in part to this combination of transfer of debt and declination
of distribution it will be possible for the Limited Partners to
receive approximately $33 per unit in liquidating distributions if
the proposed transaction is consummated.
Results of Operations
In 1987 the Steamboat Springs Plant produced electric power
and generated revenues at approximately 75% of expected operating
levels. The production shortfall was primarily due to shutdowns
required to effect certain equipment changes and modifications, and
to operation of that plant at a lower level than expected. It was
determined that to achieve the expected capacity and the
performance requirements specified in the plant's purchase
contract, the vendor/operator would have to install additional
equipment and make some modifications to existing equipment. These
corrections were made at no cost to the Partnership (although the
down-time for modifications and testing impacted revenues). The
modifications and repairs were completed in the summer of 1988, and
the Partnership was informed by Ormat that the plant was performing
at a level that would produce 42,000,000 KWH per year as opposed to
the 43,800,000 represented by Ormat in the original acquisition
agreement.
The Steamboat Springs Plant increased production of electric
power from 32,797,000 KWH in 1987 to 36,142,000 KWH in 1988.
Ormat, the vendor/operator of the plant, installed additional
equipment and made equipment modifications which increased the
plant's capacity and performance. These additions and
modifications were made at no additional cost to the Partnership.
In 1989 the Steamboat Springs Plant produced $2,564,000 in
gross revenues which was $448,000 and $576,000 less than would have
been received under the Ormat projected 42,000,000 and 43,800,000
kwh agreed to under the purchase agreement per year respectively.
In 1990 the plant produced $2,765,000 in gross revenues which was
an increase over 1989's revenues, but about $247,000 and $376,000
less than would have been received under the projected 42,000,000
and 43,800,000 kwh per year respectively. In 1991 the plant
produced $2,791,000 in gross revenues which was $220,000 and
$349,000 less than would have been received under the projected
42,000,000 and 43,800,000 kwh per year respectively. In 1992 the
plant produced about $2,360,000 in gross revenues which was
$651,400 and $780,460 less than would have been received under the
projected 42,000,000 and 43,800,000 kwh per year respectively. The
poor performance in 1992 was directly due to excessive equipment
failures and breakdowns which resulted in plant downtime. In 1993
the Plant produced $2,625,000 in gross revenues which was an
increase over 1992's revenues but about $386,391 and $515,451 less
than would have been received under the projected 42,000,000 and
43,800,000 kwh per year respectively. This made 1993 a better than
average year for revenues. In addition, during 1993 $424,000 was
included in other revenues that was the result of a performance
guarantee with the original developer. The performance guarantee
and a related note payable to the developer were extinguished
during 1993. In 1994 and 1995 revenues declined slightly and are
more indicative of what can be expected until the rate change in
December, 1996 at which time revenues will decline drastically.
During 1995, operating expenses as a percentage of revenues
increased from 62% in the prior year to 66%. The increase is
primarily the result of increased maintenance and repairs during
1995.
The following table shows the annual production for the
Steamboat Springs Plant:
Year $'s KWH
1987 $2,352,000 32,797,000
1988 $2,591,000 36,142,000
1989 $2,564,000 35,760,000
1990 $2,765,000 38,563,000
1991 $2,791,000 38,926,000
1992 $2,360,000 32,915,000
1993 $2,625,000 36,611,000
1994 $2,564,000 35,767,000
1995 $2,529,000 35,270,000
The Crystal Springs Plant produced power at approximately 51%
of expected levels during 1987 and 1988, about 80%, 70%, 58% and
14% during 1989, 1990, 1991 and 1992, respectively, due chiefly to
lower than normal precipitation in the Snake River Basin. In 1993
it produced a record 8,265,000 kwh for revenues of $537,000. This
was a result of increased water flow resulting from greater
precipitation and additional water released by the Twin Falls Canal
Company as a result of the agreement with it. In 1994, due to the
drought in southeastern Idaho, it was shut down for most of the
year and produced 3,101,000 kwh for revenues of $163,000.00. See
Item 2. Properties herein. The Crystal Springs Plant was sold on
March 16, 1995 (as described in Item 1 above) for $1,100,000 which
was paid directly to first Security Bank to pay down the note
secured by the Crystal Springs Plant. The Fund did not receive any
proceeds from the sale.
The 1-A Plant from which the Partnership receives royalties
was put on line and began operations in December, 1988. That plant
reached full scale production levels during the first quarter of
1989. The Partnership began to receive its 10% net operating
royalty and pumping fee when the plant was accepted and
commissioned during the first quarter of 1989. A total of $95,000,
$94,000, $115,000, $102,000, $135,000, $144,000 and $145,000 in
royalties and pumping fees in the years ended December 31, 1989,
1990, 1991, 1992, 1993, 1994 and 1995 respectively, were paid to
the Partnership from this plant.
Item 7. Financial Statements.
Index to Financial Statements Page
and Supplementary Data
FAR WEST ELECTRIC ENERGY FUND, L.P.
Independent Auditors' Report 18
Balance Sheets, December 31, 1995 and 1994 19
Statements of Income, for the Years Ended 21
December 31, 1995, 1994, and 1993
Statements of Partners' Capital, for the 22
Years Ended
December 31, 1995, 1994, and 1993
Statements of Cash Flows, for the Years ended 23
December 31, 1995, 1994, and 1993
Notes to Financial Statements 25
Schedule I, Condensed Financial Information
Registrant (All Required Information
Reported in Financial Statements and Notes
to the Financial Statements)
Schedule II, Valuation of Qualifying Accounts
(All Required Information Reported in Note 2)
FAR WEST CAPITAL, INC. (General Partner)
Consolidated Balance Sheet (Unaudited) 38
Notes to the Consolidated Balance Sheet
(Unaudited) 40
FAR WEST ELECTRIC ENERGY FUND, L. P.
A DELAWARE LIMITED PARTNERSHIP
- : -
INDEPENDENT AUDITOR'S REPORT
DECEMBER 31, 1995 AND 1994
INDEPENDENT AUDITOR'S REPORT
General Partner
Far West Electric Energy Fund, L.P.
Salt Lake City, Utah
We have audited the balance sheet of Far West Electric Energy
Fund, L.P. as of December 31, 1995 and 1994, and the related
statements of income, partners' capital and cash flows for each of
the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Far West Electric Energy Fund, L.P. as of December 31, 1995 and
1994, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
Respectfully submitted,
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
February 29, 1996
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
1995 1994
Assets
Utility Plant:
Plant in Service $15,999,000 $18,716,000
Equipment 588,000 335,000
Construction in Progress 118,000 118,000
Accumulated Depreciation (5,377,000) (6,010,000)
Net Utility Plant 11,328,000 13,159,000
Restricted Cash 1,026,000 1,145,000
Other Assets 106,000 124,000
Current Assets:
Cash and Cash Equivalents 263,000 278,000
Receivables - Trade 399,000 437,000
Receivables - Other 6,000 6,000
Receivable - Related Party 238,000 159,000
Prepaid Expenses 4,000 12,000
Total Current Assets 910,000 892,000
Total Assets $13,370,000 $15,320,000
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
(Continued)
1995 1994
Partners' Capital and Liabilities
Partners' Capital:
Limited Partners - 10,306 units $ 5,148,000 $ 4,868,000
General Partner - 1 Percent (8,000) (11,000)
Total Partners' Capital 5,140,000 4,857,000
Other Liabilities - 150,000
Long-term Debt:
Notes Payable - Related Party 188,000 230,000
Notes Payable 537,000 -
Partners' Capital and Long-Term
Liabilities 5,865,000 5,237,000
Current Liabilities:
Current Portion - Long-term Debt 4,563,000 7,140,000
Note Payable - Related Party 1,159,000 1,043,000
Payable-Related Party 671,000 573,000
Accrued Liabilities
Operations 402,000 495,000
Royalties 96,000 220,000
Interest 614,000 612,000
Total Current Liabilities 7,505,000 10,083,000
Total Partners' Capital and
Liabilities $13,370,000 $15,320,000
See accompanying notes to the financial statements.
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
STATEMENTS OF INCOME
FOR THE YEARS ENDED
DECEMBER 31,
1995 1994 1993
Revenues:
Electric Power
Revenues $ 2,529,000 $ 2,728,000 $ 3,162,000
Other Revenues 145,000 151,000 622,000
Total Revenues 2,674,000 2,879,000 3,784,000
Expenses:
Operations 1,755,000 1,779,000 2,163,000
Bad Debt Expense - - 31,000
General and
Administrative:
Professional Services 55,000 54,000 72,000
General Partners -
Related Party 98,000 123,000 223,000
Total General and
Administrative 153,000 177,000 295,000
Total Expenses 1,908,000 1,956,000 2,489,000
Income From
Operations 766,000 923,000 1,295,000
Other Income (Expense):
Interest Income 73,000 52,000 38,000
Interest Expense (744,000) (902,000) (806,000)
Loss on Sale of Property (170,000) - -
Net Other Expense (841,000) (850,000) (768,000)
Net Income (Loss)
Before Extraordinary
Item (75,000) 73,000 527,000
Extraordinary Item - Early
Extinguishment of Debt 358,000 - 175,000
Net Income $ 283,000 $ 73,000 $ 702,000
Net Income Per Limited
Partnership Unit:
Income Before Extraordinary
Item $ (7.28) $ 7.08 $ 51.14
Extraordinary Item 34.74 - 16.98
Net Income $ 27.46 $ 7.08 $ 68.12
See accompanying notes to the financial statements.
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
General Partner Limited Partners
% Income Number Total
Allocation Amount of Units Amount Amount
Balances
at December
31, 1992 1 $ (18,573) 10,306 $ 4,100,573 $ 4,082,000
Net Income - 7,020 - 694,980 702,000
Balances
at December
31, 1993 1 (11,553) 10,306 4,795,553 4,784,000
Net Income - 730 - 72,270 73,000
Balances
at December
31, 1994 1 $ (10,823) 10,306 $ 4,867,823 $ 4,857,000
Net Income - 2,830 - 280,170 283,000
Balances
at December
31, 1995 1 $ (7,993) 10,306 $ 5,147,993 $ 5,140,000
See accompanying notes to the financial statements.
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
FOR THE YEARS ENDED
DECEMBER 31,
1995 1994 1993
Cash Flows From Operating
Activities:
Net Income (Loss) $ 283,000 $ 73,000 $ 702,000
Adjustments to Net
Income (Loss):
Depreciation and
Amortization 613,000 661,000 716,000
Loss on Sale of
Property 170,000 - -
Extraordinary
Item - Early
Extinguishment
of Debt (358,000) - (175,000)
(Increase) Decrease in
Receivables (41,000) (124,000) (59,000)
(Increase) Decrease
in Prepaid Insurance (1,000) - (9,000)
(Increase) Decrease in
Other Assets 18,000 18,000 18,000
Accrued Income
Restricted Cash (63,000) (43,000) (31,000)
Increase (Decrease)
in Accrued Liabilities 41,000 120,000 (234,000)
Increase (Decrease) in
Amount Due to General
Partner 98,000 100,000 214,000
Total Adjustments 477,000 732,000 440,000
Net Cash Provided by
Operating Activities 760,000 805,000 1,142,000
Cash Flows From Investing
Activities:
Cash Draws Restricted
Cash 181,000 - 207,000
Transfers to Restricted
Cash - - (205,000)
Capital Expenditures (253,000) (139,000) (222,000)
Net Cash Provided
by (Used) in
Investing Activities (72,000) (139,000) (220,000)
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Continued)
FOR THE YEARS ENDED
DECEMBER 31,
1995 1994 1993
Cash Flows From Financing
Activities:
Principal Payments
on Long-term Debt $ (815,000) $ (751,000) $(1,109,000)
Proceeds From the
Issuance of Debt 112,000 83,000 171,000
Net Cash Provided by
(Used) in Financing
Activities (703,000) (668,000) (938,000)
Increase (Decrease) in
Cash and Cash
Equivalents (15,000) (2,000) (16,000)
Cash and Cash
Equivalents at
Beginning of Year 278,000 280,000 296,000
Cash and Cash
Equivalents at
End of Year $ 263,000 $ 278,000 $ 280,000
Supplemental Disclosure of
Cash Flow Information:
Cash Paid During the Year
For Interest $ 743,000 $ 727,000 $ 755,000
Non-Cash Activities:
The Partnership reduced a contract payable for the year ended
December 31, 1993 by $13,000, and recognized income relating to
option payments not made.
An extraordinary gain of $175,000 for the year ended December
31, 1993, was recognized relating to the extinguishment and
restructuring of debt and accrued interest; see Note 4.
Notes payable and accrued interest were reduced and other
income recognized for the year ended December 31, 1993 in the
amount of $424,000, relating to offsets allowed under the
performance guaranty on the Steamboat Springs project; see Note 7.
The Partnership sold the Crystal Springs Project for $1,100,000
which was paid directly to First Security Bank to pay down the
note secured by the Crystal Springs Project in accordance with the
sales agreement dated February 28, 1995. In addition, the note
referred to above was restructured as described in Note 13. A net
loss on the sale of $170,000 has been reported in net income for
December 31, 1995 as other income, and gain on early extinguishment
of debt of $358,000 has been reported as an extraordinary item for
December 31, 1995.
See accompanying notes to the financial
statements.
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies are followed by
Far West Electric Energy Fund, L.P. in preparing and presenting the
financial statements, and are to assist the users in understanding
the financial statements.
Organization
Far West electric Energy Fund L.P., a Delaware limited
partnership (the "Partnership"), was originally organized in
September 1984 under the Uniform Limited Partnership Act of Utah as
Far West Hydroelectric Fund, Ltd. On December 20, 1988, the
Partnership changed its name to Far West Electric Energy Fund, L.P.
and changed its domicile to Delaware.
The Partnership owns a geothermal power plant, (the
"Steamboat Springs Plant") located in Nevada, and until March 16,
1995, owned a hydroelectric plant located in Idaho (the "Crystal
Springs Plant") which was sold to Crystal Springs Hydroelectric,
L.P., a Washington limited partnership pursuant to a Purchase and
Sale Agreement dated February 28, 1995.
Utility Plant and Equipment
Utility plants and equipment are carried at cost or adjusted
cost (see Note 2). Fixed assets are depreciated over their
estimated useful life (utility plants - thirty years, equipment -
five to ten years).
Cash Equivalents
For purposes of the statement of cash flows, the
Partnership's policy is that all investments with maturities of
three months or less are considered cash equivalents.
Income Taxes
No provision for income taxes has been made since the
Partnership files partnership return under provisions for federal
and state tax laws. The assets and liabilities of the Partnership
for tax purposes are lower than the financial statements for 1995
by $8,066,000 and $552,000; and for 1994 by $11,154,000 and
$2,208,000, respectively.
Income Per Limited Partnership Unit
The income per partnership unit on income before
extraordinary item and on net income is calculated on the weighted
average units outstanding during the year. The weighted average of
units outstanding during 1995, 1994, and 1993 were 10,306.
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Reclassifications
Certain amounts in 1994 and 1993 have been reclassified to
conform with financial statement presentations adopted in 1995.
NOTE 2 - UTILITY PLANT
Plant in service consists of the following at December 31,
1995 and 1994:
Estimated
1995 1994 Useful Lives
Steamboat Springs Thermal
Hydroelectric Power Plant $15,599,000 $15,599,000 30 Years
Expansion Pipeline 400,000 400,000 5 to 7 Years
Crystal Springs Hydroelectric
Power Plant - 4,738,000 30 Years
Valuation Allowance - (2,021,000)
$15,999,000 $18,716,000
The valuation allowance relates to the Crystal Springs
Hydroelectric Power Project. The valuation allowance is a result
of the rights to a purchase option being waived and a decline in
the value of the project.
NOTE 3 - OTHER ASSETS
Other assets consist of the following at December 31, 1995
and1994:
1995 1994
Loan Origination Fees $183,000 $183,000
Organization Costs 65,000 65,000
Other Assets 35,000 35,000
Accumulated Amortization (177,000) (159,000)
Total Other Assets $106,000 $124,000
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 3 - OTHER ASSETS (Continued
The loan origination fees are being amortized on a
straight-line basis over the respective lives of the loans.
Organization costs are amortized over a five year period on a
straight-line basis. Amortization was $18,000, $18,000, $18,000
for the years ended December 31, 1995, 1994, and 1993,
respectively.
NOTE 4 - LONG-TERM DEBT - NOTES PAYABLE
Long-term debt as of December 31, 1995 and 1994 consists of
the following:
1995 1994
Note Payable to Westinghouse Credit
Corp. is in default as of 10/23/92
and is immediately due and payable.
Note is secured by the Steamboat
Springs Project and all associated
rights. Interest rate is 11.5% $ 4,563,000 $5,340,000
Note Payable to a bank was due and
payable in full originally on December
1, 1993, extended to September 30,
1994 and has been modified due to the
sale of the Crystal Springs Project.
The principal amount owing after
the modification is $537,000.
Interest is due in semiannual
installments. With all remaining
principal and interest due 3/2/2000.
Interest rate is prime which was 8.75%
at year end (See Note 13 -
Sale of Crystal Springs Project). 537,000 1,800,000
5,100,000 7,140,000
Less Current Installments Due 4,563,000 7,140,000
$ 537,000 $ -
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 4 - LONG-TERM DEBT - NOTE PAYABLE (Continued)
The aggregate maturities of long-term debt for each of the
five years subsequent to December 31, 1995 are as follows:
Year Ending December 31,
1996 $ 4,563,000
1997 -
1998 -
1999 -
2000 537,000
Thereafter -
$ 5,100,000
A note payable to Ormat, Inc. was extinguished in the amount
of $175,000 in December 1993. The extinguishment was a result of
negotiations to settle litigation on the performance guaranty. The
principal note amount and related accrued interest are shown as
an extraordinary item in the statement of operations for the year
ended December 31, 1993.
During December 1992, a note payable to a bank was
restructured resulting in a reduction of principal amount, accrued
interest, and a renegotiation of terms. Interest payments relating
to the reduced note were offset to accrued interest payable. The
total amount offset against accrued interest payable in 1994 was
$26,000.
NOTE 5 - RESTRICTED CASH
The Partnership is required to maintain an escrowed bank
account as security under the terms of the note payable to
Westinghouse Credit Corp. with the note payable balance as of
December 31, 1995 of $4,563,000. The reserve account was drawn
down to $1,026,000 due to insufficient operating funds needed for
plant repairs of $188,000. The note is in default due to the
reserve account being drawn below required amounts. The reserve
includes the initial deposit of $1,000,000 and requires an
additional $70,000 annually for the first seven years, interest
income is also retained in the reserve account. Disbursements from
the reserve account for principal and interest payments on the
note are allowed to the extent that there are insufficient funds in
the Partnership's operating accounts.
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 6 - NOTE PAYABLE-RELATED PARTY
The Partnership had notes payable to related parties for the
years ended December 31, 1995, and 1994 as follows:
1995 1994
Notes Payable to General Partner
payable on demand, unsecured.
Interest rate is 13% $ 1,117,000 $1,005,000
Note Payable to 1-A Enterprises,
a partnership, due in quarterly
installments, including interest;
commencing April 16, 1990, re-
maining principal due January 16,
2000; unsecured. Interest rate
is 11% 230,000 268,000
1,347,000 1,273,000
Less Current Installments Due 1,159,000 1,043,000
$ 188,000 $ 230,000
NOTE 7 - PURCHASE AND OPERATING AGREEMENTS
Steamboat Springs Thermal Hydroelectric Power Plant (Steamboat
Springs)
Under the terms of the Steamboat Springs purchase agreement
(the Agreement), the Partnership is required to pay royalties to
non-affiliated parties aggregating 14.05 percent of annual gross
revenues for the life of the project plus an annual lump sum of
$50,000 for the first ten years. As of December 31, 1995 all
royalty obligations were current. For the years ended December 31,
1995, 1994, and 1993, royalty expense related to these commitments
is as follows:
1995 1994 1993
Sierra Pacific Power Company (10%) $253,000 $257,000 $263,000
Benson Schwarzhoff & Helzel (3.888%) 98,000 99,000 102,000
Geothermal Development Associates
($50,000) 50,000 50,000 50,000
G. Martin Booth (.081%) 2,000 2,000 2,000
Richard W. Harris (.081%) 2,000 2,000 2,000
Total $405,000 $410,000 $419,000
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 7 - PURCHASE AND OPERATING AGREEMENTS (Continued)
As part of the Agreement, the original developer of
Steamboat Springs (the Developer) guaranteed annual net operating
revenues, as defined (Net Operating Revenues) of $2,000,000 for a
period of ten years following the date of commissioning, March 31,
1987 (the Guarantee). In 1993, the debt and related performance
guarantee with the original developer was extinguished. Pursuant
to the Guarantee and included in other revenues in the statements
of income for the years ended December 31, 1993, and 1992 are
$424,000, and $387,000, respectively. Pursuant to the contract and
in accordance with FIN-39, amounts due to the Partnership under the
Guarantee are offset annually against a note payable to the
Developer, and the Bonneville corporation which subsequently sold
the project to the Partnership. The note payable to the developer
and Bonneville have been fully offset as of December 31, 1993. The
following Table summarizes these transactions:
1993
Guaranteed Net Operating Revenues $2,000,000
Net Operating Revenues 1,288,000
Offset Available 712,000
Gross Debt Subject to Offset 424,000
Debt to be Offset in Future $ -
The Partnership is also required to pay the Developer annual
royalties equal to 50 percent of the first $100,000 over the
guaranteed Net Operating Revenues and 75 percent of amounts in
excess of the $100,000 each year for the first ten years following
the date of commissioning. For years 11 through 20 after
commissioning, the royalty equals 30 percent of Net Operating
Revenues; principal debt service payments incurred to finance
construction or operations are not deducted in determining the
revised net operating revenues (Revised Net Operating Revenues).
For years 21 inclusive and thereafter, the royalty is equal to 50
percent of Revised Net Operating Revenues. As revenues have not
exceeded the guaranteed net operating revenues, no royalties have
been earned and no royalties have been paid pursuant with this
commitment.
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 8 - RELATED PARTY TRANSACTIONS
Under the terms of the Partnership agreement, the general
partner (Far West Capital, Inc.) is allowed various fees and
reimbursements of expenses incurred to manage the Partnership. For
each of the years in the three-year period ended December 31, 1995,
the Partnership expensed the following amounts as cost
reimbursements to the general partner:
1995 1994 1993
General and Administrative
Expenses $ 98,000 $123,000 $223,000
In addition, during the year ended December 31, 1993,
the Partnership paid $3,300 to a Utah partnership for private air
transportation, in the ordinary course of business, in lieu
of commercial airfare. The general partners are partners of the
Utah Partnership.
As a term of the amended and restated Partnership agreement,
the General Partner is entitled to 5 percent of the limited
partnership units (Units) as compensation. Limited Partnership
units for each of the three-year period ended December 31, 1995 are
as follows:
1995 1994 1993
General Partner 530 530 530
Limited Partners 9,776 9,776 9,776
Total 10,306 10,306 10,306
During 1988, the Partnership assigned its rights to build
an expansion unit to Steamboat Springs to a Nevada general
partnership owned mostly by Alan O. Melchior and Thomas A. Quinn,
officers and owners of the General Partner of the Partnership. As
consideration for the rights, the Nevada general partnership deeded
the Partnership rights and title to piping and valves installed
from Steamboat Springs to the expansion unit and agreed to pay the
Partnership royalties equaling 10 percent of net operating income
from the expansion for the years ended December 31, 1988 through
1992, 15 percent for 1993 through 1998, 40 percent for 1999 through
2010, 45 percent thereafter, and an annual pumping charge.
Included in other revenues in the statement of operations for the
years ended December 31, 1995, 1994 and 1993, are $145,000,
$144,000 and $135,000, respectively related to this agreement. As
of December 31, 1994 and 1993, two of the general partners held a
75 percent ownership in the Nevada general partnership.
During 1991, the Partnership assigned its 77% ownership in SB
Geo, Inc. a Utah Corporation, to Alan O. Melchior and Thomas A.
Quinn, two of the officers and owners of the General Partner of the
Partnership. SB Geo, Inc. operates the Partnership's Steamboat
Springs Thermal
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 8 - RELATED PARTY TRANSACTIONS (Continued)
Hydroelectric Power Plant and a related expansion unit. At the
time of the transfer, SB Geo, Inc. had no assets and operated on a
cost reimbursement basis. No gain or loss was recognized as a
result of the assignment.
NOTE 9 - MAJOR CUSTOMER
The Partnership has contracted with Sierra Pacific Power
Company to sell electric energy from Steamboat Springs for a term
of 20 years. The contract entitles the Partnership to a rate of
71.7 mills per kilowatt hour for the first 10 years and a variable
amount related to the short-term cost of power to Sierra Pacific
Power Company for the second 10 years. Sales to Sierra Pacific
Power Company account for 100 percent of electric power sales. The
Partnership is dependent upon this customer for the purchase of all
electricity generated from this power plant.
NOTE 10 - LITIGATION
Ormat Arbitration
The arbitrators during 1993 made their award regarding the
lawsuit against Ormat alleging breach of contract on the Steamboat
Springs project and Ormat's counter-suit regarding the cancellation
of the operating agreement. The Partnership was awarded $188,000
in damages including a portion of previously restricted cash.
Ormat was awarded $255,000 for past fixed operating fees of which
the majority had been held in an escrow account.
Subsequent to the arbitrators award the Partnership and
Ormat reached an additional agreement which cancels the note
payable to Ormat which was previously offset by the performance
guaranty.
Bonneville Pacific Corporation Bankruptcy
The Partnership has filed a claim in the Chapter 11 filing
of Bonneville Pacific Corporation. The claim relates to fraud
claims and other transactions on the Crystal Springs project.
This claim is a general unsecured claim; it is unliquidated
and contingent, meaning that the amount of the claim has yet to be
fixed in the bankruptcy forum. It is estimated that the claim is
no more than $100,000.00. There is no economy for the partnership
in attempting to
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 10 - LITIGATION (Continued)
resolve the amount of the claim at this juncture, without certainty
that Bonneville Pacific Corporation will succeed in confirming a
plan of reorganization, since general unsecured claims cannot
receive payment absent confirmation of a plan of reorganization.
If and when a plan of reorganization is confirmed, it is expected
that, post-confirmation, there will be a claims liquidation and
resolution process, during which the claim of the partnership will
be fixed by the bankruptcy court. The Chapter 11 reorganization
proceeding of the Bonneville Pacific Corporation has been ongoing
for some years. It is a large and complex proceeding. The success
of the reorganization effort will turn in major part upon complex
litigation which the trustee in the case, Roger Segal, has
commenced against various parties in interest. Counsel for
Mr. Segal, Vernon Hopkinson, estimates at the present time that
this litigation may be concluded and a plan of reorganization
proposed no earlier than year-end, 1997. As noted above, payment
on account of general unsecured claims cannot occur unless and
until a plan of reorganization is confirmed by the bankruptcy
court. Mr. Hopkinson estimates at the present time that the size
of the dividend to general unsecured creditors could be anywhere
from 20 percent to payment in full, depending upon the outcome of
the aforementioned litigation.
Nevada Department of Transportation
The Department of Transportation of the State of Nevada
("NDOT") commenced action on 12/10/93 in the Second Judicial
District Court of the State of nevada in and for the County of
Washoe against the Partnership and others to obtain, for highway
purposes, ownership of approximately 2.79 acres of the property
owned by Sierra Pacific Power Company ("SPPC") at the extreme north
of the land upon which the Steamboat Springs Plant is located
pursuant to the SPPC lease. The Court entered an Order for
occupancy of the condemned property on 12/29/93. The NDOT
deposited the sum of $273,500 on 12/29/93; which remains on deposit
as of 12/31/95. The Partnership is defending the action insofar as
is necessary to protect a stand-by injection well located on the
lease in the proximity of the land being taken and a monitoring
well in an adjacent area which is being taken. It is presently
negotiating a settlement which will leave the stand-by injection
well and the Partnership's rights in and use thereof intact and
available. The Partnership has constructed a new monitoring well
and is attempting to recover the cost thereof from the State.
The Partnership has an agreement in principle with the State
relative to this reimbursement, the cost of which is approximately
$5,000. That sum will likely be disbursed in May or June of 1996.
The Partnership is also attempting to obtain a portion of the
$273,500 offered and
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 10 - LITIGATION (Continued)
deposited into Court by NDOT on 12/29/93 as compensation for the
taking. SPPC is claiming all of such funds as the owner of the
land. The Court has granted NDOT the right to possess and occupy
the property while the amount of compensation to be finally awarded
is being contested. WCC, the Partnership's principal creditor, has
claimed that under the financing agreements with respect to the
Steamboat Springs and 1-A Plants, all funds recovered from NDOT
must be applied to reduce the principal balance of the loans
outstanding. The funds will not likely be disbursed until the
fourth quarter of 1996 or the first quarter of 1997, unless the
Partnership, SPPC, and WCC reach some settlement before that time.
NOTE 11 - NOTE DEFAULTS
Due to insufficient funds being in restricted cash, the
Partnership received a notice of default as of 10/23/92 on a note
to Westinghouse Credit Corp. The balance as of December 31, 1995
and 1994 was $4,563,000 and $5,340,000, respectively. Under the
terms of the note all principal and interest is immediately due and
payable. The note is secured by the Steamboat Springs project and
related revenues and other assets.
The Partnership was in default on a note payable to a bank as
of 9/30/94. The balance as of December 31, 1994 and 1993 was
$1,800,000. Due to the sale of the Crystal Springs Project
subsequent to December 31, 1994, this note has been reduced to
$537,000 (see Note 13) and is no longer in default.
NOTE 12 - LIQUIDITY
As shown in the accompanying financial statements for the
year ended December 31, 1995, current liabilities exceeded current
assets by $6,595,000. Of this amount $4,563,000 relates to the
note defaults described in Note 11.
NOTE 13 - SALE OF CRYSTAL SPRINGS PROJECT
The Partnership signed an agreement dated February 28, 1995
to sell the Crystal Springs project. The sale included all the
assets and liabilities associated with the Crystal Springs Project
except the note payable to First Security Bank which has been
modified as follows:
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 13 - SALE OF CRYSTAL SPRINGS PROJECT (Continued)
Upon receipt of First Security (Lender) of a principal
payment on the loan in the amount of $1,100,000, the note was
modified to provide that the remaining principal balance owed shall
be $537,000 and interest and costs on the loan shall be deemed
current.
If the note is paid in full within two years after the
payment of $1,100,000, the Lender will discount the principal
amount owing by $100,000 (requiring a principal payment of only
$437,000), and if paid within three years, the Lender will discount
the amount of the principal due by $50,000 (requiring a principal
payment of only $487,000). There will be no discount if paid after
the third anniversary.
The modification has resulted in a gain on early
extinguishment of debt of $358,000.
The net loss on sale of the Crystal Springs Project of
$170,000 has been reported on the Statement of Income for the year
ended December 31, 1995 as Other Income.
At February 28, 1995, no amount was due on the $50,000 line
of credit acquired in 1992 for use in repair of certain items of
equipment for the Crystal springs Plant for start up operations in
1993.
The following pro forma statement of operations give effect
to the above events as if they had occurred on January 1, 1995:
FAR WEST ELECTRIC ENERGY FUND, L.P.
A DELAWARE LIMITED PARTNERSHIP
DECEMBER 31, 1995
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 13 - SALE OF CRYSTAL SPRINGS PROJECT (Continued)
PRO FORMA STATEMENT OF OPERATIONS
As Reported Pro Forma
in Adjustments
Accompanying For Pro Forma
Financial Subsequent Statement of
Statements Events Operations
REVENUES
Electric
Power Sales $ 2,529,000 $ - $ 2,529,000
Other Revenues 145,000 - 145,000
Total Revenues 2,674,000 - 2,674,000
EXPENSES
Interest, Net 671,000 (16,000) (A) 655,000
Depreciation 613,000 - 613,000
Royalty 405,000 - 405,000
Professional Services 54,000 (4,000) (A) 50,000
Administrative Services -
General Partner 98,000 (38,000) (A) 60,000
Amortization 18,000 - 18,000
Insurance 47,000 - 47,000
Maintenance 583,000 (5,000) (A) 578,000
Taxes 31,000 - 31,000
Other 59,000 (1,000) (A) 58,000
Total Expenses 2,579,000 (64,000) 2,515,000
Net Income (Loss) $ 95,000 $ 64,000 $ 159,000
Net Income (Loss) Per
Limited Partnership
Unit $ 9.22 $ 6.21 $ 15.43
A - Operating expenses attributable to Crystal Springs Project.
B - Accrued interest and expenses from January 1, 1995 through date
of sale of Crystal Springs Project.
Nonrecurring Transactions
The sale of the Crystal Springs Project has resulted in a loss
of $170,000 and again on early extinguishment of debt of $358,000.
These amounts are reported in the statement of Income for December
31, 1995.
NOTE 14 - SUBSEQUENT EVENTS
Steamboat Springs Project
The Fund has received a cash offer to sell substantially all
of the assets of the Fund to U.S. Envirosystems, Inc. for
$1,250,000. The sale would result in the termination of the Fund
and distribution of the proceeds to limited partners
of approximately $33 per limited partnership unit.
FAR WEST CAPITAL, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30,
1995 1994
ASSETS
Current Assets:
Cash and Cash Equivalents $ 506,368 $ 110,309
Accounts Receivable 186,043 196,006
Other Receivables 1,354,231 1,260,702
Prepaid Expenses 101,554 250,088
Total Current Assets 2,148,196 1,817,105
Restricted Cash 3,030,664 3,635,100
Fixed Assets:
Wellfield, Net of Amortization 2,975,930 3,145,983
Transportation and other Equipment,
Net of Accumulated Depreciation 411,142 230,655
Net Fixed Assets 3,387,072 3,376,638
Other Assets:
Investments in Partnerships 492,711 201,003
Deposits and Other Assets 199,977 198,110
Advances to Stockholders - 231,000
Total Other Assets 692,688 630,113
Total Assets $ 9,258,620 $ 9,458,956
FAR WEST CAPITAL, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(continued)
June 30,
1995 1994
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable $ 372,744 $ 322,694
Accrued Expenses 1,170,767 906,209
Long Term Debt,
Current Portion 95,505 35,107
Retention Payable 641,625 1,711,000
Total Current Liabilities 2,280,641 2,975,010
Other Liabilities:
Notes Payable 1,958,618 2,067,198
Loans from Stockholders 15,380 15,380
Deferred Gain on Sale, Net
of Amortization 366,223 317,649
Deferred Tax Liability -
Non-Current 415,000 423,000
Total Other Liabilities 2,755,221 2,823,227
Total Liabilities 5,035,862 5,798,237
Minority Interests 177,557 118,437
Equity:
Common Stock 15 Shares authorized,
11.2 5 shares issued and
outstanding, no par value) 29,000 29,000
Advances to Affiliated Companies (309,287) (155,698)
Retained Earnings 4,325,488 3,668,980
Total Equity 4,045,201 3,542,282
Total Liabilities and Equity $ 9,258,620 $ 9,458,956
The accompanying notes are an integral part of the financial
statements.
FAR WEST CAPITAL, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 AND 1994
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles. However, they do not include all of the information
and footnotes required by generally accepted accounting principals
for complete financial statements. In the opinion of management,
all adjustments considered necessary for a fair presentation have
been included.
The following significant accounting policies are followed by
Far West Capital, Inc. in preparing and presenting the financial
statements, and are presented to assist the users in understanding
the financial statements.
Organization
Far West Capital, Inc., a Utah corporation, was incorporated
on May 9, 1983 to facilitate the financing and operation of
geothermal and hydro-electric power plants. Far West Capital owns
all the common stock of Steamboat Development Corp. (a Utah
corporation), and 53% of the partners' equity in Twin Falls Hydro,
Ltd. (a Utah limited partnership). In the accompanying financial
statements, Far West Capital, Inc. and its subsidiaries are
collectively referred to as "the Company". Far West Capital
operates on a fiscal year of June 30.
Consolidation
The accompanying consolidated financial statements include
the accounts of Far West Capital, Inc. and its 50% or more owned
subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
Investments in Partnerships
Investments in partnerships consist primarily of
non-marketable securities that are either partnerships or limited
liability companies and are stated at cost that does not exceed
estimated net realizable value. During 1995 and 1994, certain
investments were written down to their estimated realizable value.
Far West Capital, Inc. is the sole general partner for Far West
Electric Energy Fund, L.P. for which it owns a 6% equity interest
and over which it exercises significant control. The Company
accounts for its investment in Far West Electric Energy Fund, L.P.
(FWEEF) on the equity method, however, due to losses incurred by
FWEEF during the first several years, the equity method has been
discontinued until such time as the Company's share of
accumulated earnings of FWEEF exceed the Company's share of losses
not recognized during the period of discontinuance.
FAR WEST CAPITAL, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 AND 1994
Unaudited
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company's
policy is that all investments with maturities of three months or
less are considered cash equivalents.
NOTE 2 - RESTRICTED CASH
The Company has entered into several agreements regarding
the construction, financing, and sale-leaseback of two geothermal
plants. Pursuant to these agreements monies have been set aside
pending the final completion and acceptance of the projects, and
specific funding of certain future expenditures. These funds are
set aside exclusively for specific uses and was $3,030,664 and
$3,635,100 at June 30, 1995 and 1994 respectfully.
NOTE 3 - PREPAID EXPENSES
Prepaid expenses consist of the following at June 30, 1995
and 1994:
1995 1994
Prepaid Maintenance $ - $ 134,334
Prepaid Insurance 98,554 112,754
Prepaid Rent 3,000 3,000
Total Prepaid Expenses $ 101,554 $ 250,088
NOTE 4 - FIXED ASSETS
Fixed assets consist of the following at June 30, 1995 and
1994:
1995 1994
Wellfield $ 3,401,063 $ 3,401,063
Equipment 429,459 167,086
Transportation Equipment 250,252 243,634
Total Fixed Assets 4,080,774 3,811,783
Less Allowances For Depreciation
and Amortization 693,702 435,145
Net Fixed Assets $ 3,387,072 $ 3,376,638
FAR WEST CAPITAL, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 AND 1994
(Unaudited)
(Continued)
NOTE 4 - FIXED ASSETS (Continued)
The wellfield is being amortized over the life of the lease which
is 20 years on a straight-line basis. Equipment and vehicles are
depreciated over their estimated useful lives, five to seven years,
on a straight-line basis.
NOTE 5 - LONG TERM DEBT
Long-term debt as of June 30, 1995 and 1994 consists of the
following:
1995 1994
Note payable to a corporation pay-
able in monthly payments of
interest only for six months be-
ginning October 15, 1994 and, com-
mencing April 15, 1995, payments
of $18,013, including principal
and interest, due September 15,
2009. Interest rate is 6% $ 2,054,123 $2,090,000
Note payable to a corporation in
monthly installments of $245
for the purchase of equipment,
including principal and interest,
due November 29, 1994, Interest
rate is 15.9% - 12,305
2,054,123 2,102,305
Less Current Portion 95,505 35,107
$ 1,958,618 $2,067,198
NOTE 6 - RELATED PARTY TRANSACTIONS
Under the terms of a support agreement effective December 31,
1992, with a related corporation, the Company pays a monthly amount
for the supervision, monitoring, and administering the project.
The fees include the materials, personnel, labor, supervision, and
other items related to performing the contract. For the year ended
June 30, 1995 and 1994 the Company paid for support services
$451,971 and $384,536, respectively.
FAR WEST CAPITAL, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 AND 1994
(Unaudited)
(Continued)
NOTE 6 - RELATED PARTY TRANSACTIONS (Continued)
The Company has entered into an Operating and Maintenance
Agreement with a related corporation to act as the operator of the
project. This agreement provides for operator to perform the
duties of the operator including operating and regular maintenance
of the plant for a monthly fee and additional fees for variable
maintenance. The Company paid $2,211,227 for the year ended June
30, 1995 and $1,804,429 for June 30, 1994.
The Company has made advances to various affiliated companies
for the years ended June 30, 1995 and 1994 as follows:
1995 1994
FWEEF Others FWEEF Others
Beginning
Balance $1,579,000 $ 384,501 $1,377,000 $ 375,587
Gross Advances 209,000 191,068 202,000 8,914
Gross Repayments - - - -
Ending Balance $1,788,000 $ 575,569 $1,579,000 $ 384,501
Less Valuation
Allowance 1,788,000 266,282 1,579,000 228,803
Net Advances to
Affiliated $ - 309,287 - 155,698
Companies
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FAR WEST CAPITAL, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 AND 1994
(Unaudited)
(Continued)
NOTE 7 - LEASE AND OPERATING AGREEMENTS
Pursuant to a financing agreement, the Company borrowed
$62,000,000 and constructed two geothermal facilities known as
Steamboat II and Steamboat III near Reno, Nevada (which contain
renewable energy supply in the form of 320 degree hot water at a
depth of less than 1000 feet). Upon completion and commercial
operation of the plants, the Company entered into a sale-leaseback
arrangement with the finance company in exchange for cancellation
of the related $60,000,000 note payable. A lease agreement was
entered into with the purchaser for a period of 20 years, with
basic rent to be paid monthly pursuant to a lease schedule.
Additional rent is required to be paid based on distributable cash
as defined in the escrow agreement. The lease has renewal options
of five years or the remaining period on any related agreements for
power or related geothermal agreements. The Company has entered
into a power purchase agreement for the sale of electricity to an
Investor Owned Utility for a period of 30 years. The Company has
an option to purchase the facilities on the last day of the lease
term, based on the fair market value of the property.
The leaseback has been accounted for as an operating lease.
The gain of $339,264 realized in this transaction has been deferred
and will be amortized to income in proportion to rental expense
over the term of the lease.
Based on geothermal leases, the Company pays royalties on the
power revenues generated by the facilities of between 3.5 percent
and 4.0 percent.
NOTE 8 - INCOME TAXES
The provisions for income taxes consisted of the following
amounts:
Year Ended June 30,
1995 1994
Current:
Federal $ 157,471 $ 337,846
Deferred:
Federal (8,000) 43,152
Total Income Tax Provision $ 149,471 $ 380,998
Deferred taxes result from temporary differences in the recognition
of income and expense for income tax reporting and financial
statement reporting purposes. Deferred benefit of $8,000 for the
year ending June 30, 1995 and deferred expense of $43,152 for the
year ended June 30,
FAR WEST CAPITAL, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 AND 1994
(Unaudited)
(Continued)
NOTE 8 - INCOME TAXES (Continued)
1994 are the result of timing differences in the recording of the
deductions for intangible drilling costs and the sale of the plant.
The Company has recorded a net deferred income tax liability in
the accompanying balance sheets as follows:
June 30,
1995 1994
Net operating losses $ - $ 21,400
Future taxable temporary
differences related to
depreciation and amortization (827,600) (806,400)
Future deductible temporary
differences related to
alternative minimum tax
credit carryforward 300,400 249,800
Future deductible energy tax
credit 112,200 112,200
Net deferred income tax
liability $ (415,000) $ (423,000)
The differences between the effective income tax rate and the
federal statutory income tax rate is presented below:
Year Ended June 30,
1995 1994
Provision at the federal
statutory rate of 34 percent $ 107,745 $ 258,334
Nondeductible expenses 421 402
Alternative Minimum Tax 50,210 79,110
Deferred tax expense (benefit) (8,000) 43,152
Surtax exemption (905) -
Total income tax provision $ 149,471 $ 380,998
NOTE 9 - CONTRACTS SUBJECT TO RENEGOTIATION
A contractor was hired to construct the facilities known as
Steamboat II and Steamboat III for a contracted price subject to
certain adjustments.
The terms of the contract provide that after completion and
prior to acceptance of the project the amount due and payment
schedule under the 12% subordinated note payable are subject to
renegotiation. Included in the financial statements are restricted
cash, subordinated
FAR WEST CAPITAL, INC.
NOTES TO CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 AND 1994
(Unaudited)
(Continued)
NOTE 9 - CONTRACTS SUBJECT TO RENEGOTIATION (Continued)
note payable and retention payable which were all subject to
adjustment. On September 20, 1994 the Company entered into a
settlement agreement whereby the subordinated note payable was
converted to a 6% note payable in monthly installments due
September 15, 2009.
NOTE 10 - GAIN CONTINGENCY
A condemnation action was filed by the State of Nevada in
order to condemn approximately 15 acres of land for use as a
highway and/or interchange. The condemned 11.72 acre tract is part
of a parcel of land owned by the Guisti family on which Steamboat
has a geothermal lease. The State has paid $135,000 as
compensation for its taking of the land. Steamboat has
counterclaimed against the State, asserting that the condemnation
has and will damage Steamboat in amounts exceeding $10,000,000.
Steamboat has also cross-claimed against the other defendants for
declaratory relief in order to ensure that any compensation paid by
the State is fairly apportioned among the several defendants.
Chances for settlement appear to be good at this time, due to
recent mediation and settlement discussions in which the State
has offered to pay between $1.5 and $2 million in compensation to
be divided among all defendants. The Company is proceeding to
arbitration to determine the exact figure to be paid. An
unfavorable outcome in this case is unlikely. The amount of
potential loss is zero. Following arbitration, the remainder of
the issues in the case are set for trial beginning October 30,
1995.
Item 8. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
None
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act.
The Partnership has no executive officers. Its business
affairs are managed by its General Partner, Far West
Capital, and, until they resigned as General Partners
effective January 1, 1995, the following individuals, who
are also 80% shareholders of Far West Capital:
ALAN O. MELCHIOR, Chairman and Director of Far West
Capital until March 19, 1996, age 49. Mr. Melchior was
a founder of Far West Capital, which was organized in
May, 1983. He was its President from its inception to
March 19, 1996. From December, 1981 to May, 1983, he was
an account executive with Westlake Securities, Inc., of
Angora Hills, California. Mr. Melchior received a B.S.
in business from Brigham Young University in 1971 and an
M.B.A. degree from the University of Utah in 1974.
THOMAS A. QUINN, Vice President, General Counsel and
Director of Far West Capital, age 60. Mr. Quinn was also
a founder of Far West Capital. Since February, 1985, Mr.
Quinn has been serving full-time in his capacities with
Far West Capital. From 1968 to February, 1985, he was
engaged in the private practice of law in Salt Lake City,
Utah. He received a B.S. degree in political science
from Brigham Young University in 1959, and a Juris
Doctor, with honors, from George Washington University
Law School in 1963.
On January 29, 1993, a Final Judgment of Permanent Injunction
("Injunction") was entered by the United States District Court,
District of Utah, Central Division, restraining and enjoining the
Partnership, Far West Capital, Inc. and Alan O. Melchior,
previously a general partner until his resignation effective
January 1, 1995, from violating provisions of the Securities Act of
1933. A copy of the Injunction is appended as an exhibit to Form
8-K dated January 29, 1993.
The action filed against the Partnership, Far West Capital,
Inc., Alan O. Melchior, previously a General Partner until his
resignation effective January 1, 1995, and others on December 7,
1992 by the Arizona Corporation Commission and reported in the
December 31, 1992 Form 10-K and the December 31, 1993 Form 10-K has
been settled pursuant to a cease and desist order without any
expense to the Partnership.
Item 10. Executive Compensation.
Pursuant to the Amended and Restated Agreement of Limited
Partnership of Far West Electric Energy Fund, L.P., as
consideration for providing management services to the Partnership,
the General Partner is entitled to the following compensation: (i)
a one percent (1%) interest in the profits, losses, and net income
of the Partnership; (ii) Units equal to five percent (5%) of the
Units outstanding, to be increased proportionately if and as
additional Units are issued in the future; (iii) if and when Units
are listed for public trading, or the Limited Partners have
received an amount equal to their capital contributions to the
Partnership (reduced by the amount of tax credits allocated to the
Limited Partners) together with a sum equal to a cumulative annual
return of 8%, the General Partner shall receive additional Units
equal to ten percent (10%) of the Units outstanding, and a total of
15% of any new Units issued. The General Partner may receive
compensation in connection with the purchase of projects from the
General Partner or its affiliates, and provision of services to the
Partnership which are normally provided by outside consultants,
provided any such payments are competitive with charges for similar
projects or services.
Following the reorganization of the Partnership in
Delaware, Units equal to 5% of the Units outstanding were
issued to the General Partner, together with a
certificate evidencing a one percent (1%) General
Partner's interest in the Partnership.
The Partnership has no employees and therefore relies on
the personnel of Far West Capital and contracts with
others to perform needed management operating and
professional services. Far West Capital provides
services on an hourly basis at rates competitive with
third party sources.
Far West Capital is also entitled to be reimbursed on a
monthly basis for all direct expenses it incurs on behalf
of the Partnership and for that portion of its
administrative expenses allocable to the Partnership.
For the years ended December 31, 1995, December 31, 1994
and December 31, 1993 Far West Capital was entitled to
receive $98,000, $123,000 and $223,000 respectively as
reimbursement for allocable administrative costs and
services rendered and direct expenses in connection with
the above matters. During 1995 the Partnership paid
nothing toward these amounts, leaving the amount of
$671,000 still due to Far West Capital for these unpaid
costs, services, and expenses.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
Security Ownership of Certain Beneficial Owners
The Partnership is not aware of any beneficial owner of
more than five percent interest in the Partnership other
than the General Partner. The General Partner owns 5.14%
of the Partnership in Limited Partnership Units and a 1%
General Partner interest.
Security Ownership of Management
As of March 15, 1996 the General Partner owns the following
interest in the Partnership:
Name of
Title of Class Beneficial Owner Ownership Percent
Limited Partner- Far West Capital 530 5.14
ship Units Limited
Partnership
Units
General Partner Far West Capital Certificate
Interest of General
Partner's
Interest 1
Total 6.14
Item 12. Certain Relationships and Related Transactions.
General Partner's Compensation and Reimbursement
Far West Capital is entitled to receive certain
compensation and reimbursement under the terms of the
Amended and Restated Partnership Agreement. See "Item
11. Executive Compensation" as to amounts paid to the
General Partner in 1995.
1-A Expansion to the Steamboat Springs Plant
In 1988 the Partnership sold rights to develop the 1-A
Expansion Project to the Steamboat Springs Project to an
entity owned mostly by Alan O. Melchior and Thomas A.
Quinn, officers and owners of the General Partner of the
Partnership. For a discussion of the Partnership's
interest in this Project, see "Item 2. Properties --
Revenues from the 1-A thermal- hydroelectric Plant."
As consideration for the sale of the 1-A Plant rights to
1-A Enterprises, the Partnership received a royalty
interest in the net operating income of the 1-A Plant.
Such royalties equaled 15 percent in 1995. This amounted
to $87,000 earned by the Partnership.
In addition the Partnership is paid an amount equivalent
to the net profit that would be realized by the
Partnership if the 1-A Plant were bearing 150 KW of
parasitic power load (power consumed by the Plant
itself). In 1995 this amounted to $58,000 received by
the Partnership.
$400,000 Loan
Simultaneous with its January 17, 1990 loan to
the Partnership, Westinghouse made a $3,000,000
non-recourse loan to 1-A Enterprises on the 1-A Plant on
the same terms as the loan made to the Partnership but
secured by the assets associated with the 1-A Plant.
$400,000 of the loan on the 1-A Plant has been reloaned
by 1-A Enterprises to the Partnership at 11% per annum
for ten years on a non-recourse basis.
Assignment of Ownership Interest in SB GEO
In October, 1991 the Partnership assigned its 77 percent
ownership interest in SB GEO to Alan O. Melchior and
Thomas A. Quinn, two of the officers and owners of the
General Partner in exchange for their assuming all
outstanding liabilities of SB GEO. See "Item
2. Properties" for further information.
Loans From General Partner
During the past 5 years the General Partner made
unsecured loans to the Partnership to help the
Partnership meet its financial obligations. The loans
accrue interest at 13% and are payable upon demand. As
of December 31, 1995, 1994 and 1993 loans from
General Partners totaled $1,117,000, $1,005,000, and
$922,000 respectively.
PART IV
Item 13. Exhibits and Reports on Form 10-K.
(a) 1. The following financial statements are included in Part
II,
Item 7;
Page
Independent Auditors' Report 18
Financial Statements:
Balance Sheets, December 31, 1995 and 1994 19
Statements of Operations, Years ended 21
December 31, 1995, 1994, and 1993
Statements of Partners' Capital, Years ended 22
December 31, 1995, 1994, and 1993
Statements of Cash Flows, Years ended 23
December 31, 1995, 1994, and 1993
Notes to Financial Statements 25
Unaudited Consolidated Balance Sheet of the
General Partner, Far West Capital, Inc. 38
Notes to the Unaudited Consolidated Balance Sheet
of the General Partner, Far West Capital, Inc. 40
2. The following financial schedules for the period from
January 1, 1994, to December 31, 1995, are submitted herewith.
All schedules are omitted because they are not
applicable or the required information is shown in the financial
statements or notes thereto.
3. Exhibits:
The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
Item 3. Articles of Incorporation and Bylaws
3(a) 3 Certificate and Agreement of Limited
Partnership of Far West Electric Incorporated
Energy Fund, L.P. by Reference
filed with the Delaware Secretary
of State on December 20, 1988
(Steamboat Springs Project).
(Incorporated by reference to Exhibit 10(ab)
filed with Form 10-K for the fiscal year ended
December 31, 1988.)
3(b) 3 Amendment to Certificate and Agreement of Incorporated
Limited Partnership of Far West Electric by Reference
Energy Fund, L.P.
Item 4. Instruments Defining the Rights of
Security Holders Incorporated
4 4 See Exhibit (3)(a) with respect to
rights of by Reference
Limited Partners.
Item 10. Material Contracts
10(a) 10 Purchase Agreement (Steamboat Springs
formerly "Sierra Pacific" - Project). Incorporated
(Incorporated by reference to Exhibit by Reference
10(a) filed with Form 8 dated June 20, 1986.)
10(b) 10 Offset Agreement (Steamboat Springs
Project). (Incorporated by reference Incorporated
to Exhibit 10(b) by Reference
filed with Form 8, dated June 20, 1986.)
10(c) 10 Agreement for the Purchase and Sale of Incorporated
Electricity (Steamboat Springs Project). by Reference
(Incorporated by reference to Exhibit 10(c)
filed with Form 8 dated June 20, 1986.)
10(d) 10 Memorandum of Lease, Assignment of Lease, Incorporated
and Purchase Agreement (Steamboat by Reference
Springs Project). (Incorporated by
reference to Exhibit 10(d) filed with
Form 8 dated June 20, 1986.)
10(e) 10 Operating Agreement (Steamboat Springs Pro- Incorporated
ject). (Incorporated by reference to by Reference
Exhibit 10(e) filed with Form 8 dated
June 20, 1986.)
10(f) 10 Demand Note (Steamboat Springs Project). Incorporated
(Incorporated by reference to Exhibit 10(f) by Reference
filed with Form 8 dated June 20, 1986.)
10(g) 10 Assignment and Security Agreement Incorported
(Steamboat springs Project). (Incorporated by Reference
by reference to Exhibit 10(g) filed
with Form 8 dated June 20, 1986.)
10(h) 10 Accommodation Agreement (Steamboat Springs Incorporated
Project). (Incorporated by reference to by Reference
Exhibit 10(h) filed with Form 8 dated June
20, 1986.)
10(i) 10 Leasehold Trust Deed (Steamboat Springs Pro-Incorporated
ject). (Incorporated by reference to by reference
Exhibit 10(i) filed with Form 8 dated
June 20, 1986.)
10(j) 10 Construction Loan Agreement (Steamboat Incorporated
Springs Project). (Incorporated by reference
by Reference to Exhibit 10(j) filed
with Form 8 dated June 20, 1986.)
10(k) 10 Consents to Assignment of Geothermal Re- Incorporated
sources Lease and Agreement for the by Reference
Purchase and Sale of Electricity
(Steamboat Springs Project).
(Incorporated by reference to Exhibit
10(k) filed with Form 8 dated June 20, 1986.)
10(l) 10 Construction Agreement (Steamboat Springs Incorporated
Project). (Incorporated by reference to by Reference
Exhibit 10(l) filed with Form 8 dated June
20, 1986.)
10(m) 10 Assignment of Construction Agreement (Steam-Incorporated
boat Springs Project). (Incorporated by by Reference
reference to Exhibit 10(m) filed with Form 8
dated June 20, 1986.)
10(n) 10 Promissory Note ($7.1 Million) (Steamboat Incorporated
Springs Project).(Incorporated by reference by Reference
to Exhibit 10(n) filed with Form 8 dated
June 20, 1986.)
10(o) 10 Purchase Agreement (Steamboat Springs Pro- Incorporated
ject). (Incorporated by reference to Exhibitby Reference
10(o) filed with Form 8 dated June 20, 1986.)
10(p) 10 Amendment to Agreement for Purchase and Sale Incorporated
of Electricity Between Far West Hydroelectricby Reference
Fund, Ltd. and Sierra Pacific Power Company
(Steamboat Springs Project). (Incorporated
by reference to Exhibit 10(p) filed with Form
10-K for the fiscal year ended December 31,
1986.)
10(q) 10 Location and Occupancy Agreement (Steamboat Incorporated
Springs Project). (Incorporated by referencby Reference
to Exhibit 10(q) filed with Form 10-K for the
fiscal year ended December 31, 1986.)
10(r) 10 Insurance Policy (Steamboat Springs Incorporated
Project).(Incorporated by reference to by Reference
Exhibit 10(r) filed with Form 10-K for
the fiscal year ended December 31, 1986.)
10(s) 10 Insurance Policy (Crystal Springs Project). Incorporated
(Incorporated by reference to Exhibit 10(s) by Reference
filed with Form 10-K for the fiscal year
ended December 31, 1986.)
10(t) 10 Certificate of Insurance (Crystal Springs Incorporated
Project). (Incorporated by reference to by Reference
Exhibit 10(t) filed with Form 10-K for the
fiscal year ended December 31, 1986.)
10(u) 10 Memorandum of Agreement Regarding Crystal Incorporated
Springs Lease (Crystal Springs Project). by Reference
(Incorporated by reference to Exhibit 6.(a)(1)
filed with Form 10-Q for the quarter ended
September 30, 1987.)
10(v) 10 Steamboat Springs Geothermal Hydroelectric Incorporated
Plant Loan Agreement and Security Agreement by Reference
(Steamboat Springs Project). (Incorporated
by reference to Exhibit 6.(a)(2) filed with
Form 10-Q for the quarter ended September
30, 1987.)
10(w) 10 Letter of Intent to Purchase Steamboat Incorporated
Springs 1-A Project (Steamboat Springs by Reference
Project). (Incorporated by reference to
Exhibit 6.(a)(1) filed with Form 10-Q for
the quarter ended June 30, 1987.)
10(x) 10 Restated Operation and Maintenance Incorporated
Agreement, Purchase Option Agreement, By Reference
Promissory Note, Credit Agreement,
Security Agreement, Mortgage,
Assignment of Contract Rights, and Security
Agreement, and Collateral Assignment of Water
Rights (Steamboat Springs Project). (Incorp-
orated by reference to Exhibits filed with
Form 10-Q for the quarter ended June 30, 1988.)
10(y) 10 Amendment to Steamboat Springs Geothermal Incorporated
Hydroelectric Plant Security Agreement by Reference
(Steamboat Springs Project). (Incorporated
by reference to Exhibit 6.(a)(1) filed with
Form 10-Q for the quarter ended September
30, 1988.)
10(z) 10 Agreement re Acquisition of 1-A Expansion toIncorporated
the Steamboat Nevada Geothermal Power Plant by Reference
(Steamboat Springs Project). (Incorporated
by reference to Exhibit 10(w) filed with Form
10-K for the fiscal year ended December 31,
1987.)
10(aa) 10 1-A Assignment to the Partnership of Piping Incorporated
and Valves necessary to carry Geothermal by Reference
fluids to and from the Steamboat Springs
Geothermal power plants to the 1-A Expansion
Facility, dated January 18, 1989 (Steamboat
Springs Project). (Incorporated by reference
to Exhibit 10(ac) filed with Form 10-K for
the fiscal year ended December 31, 1988.)
10(ab) 10 Second Amendment to Geothermal Resources Incorporated
Lease between Sierra Pacific Power Company by Reference
and Far West Hydroelectric Fund, Ltd.,
dated October 29, 1988 (Steamboat Springs
Project). (Incorporated by reference to
Exhibit 10(ad) filed with Form 10-K for
the fiscal year ended December 31, 1988.)
10(ac) 10 Geothermal Resources Sublease between Far Incorporated
West Hydroelectric Fund, Ltd. and Far West by Reference
Capital, Inc., dated October 28, 1988 (Steam-
boat Springs Project). (Incorporated by
reference to Exhibit 10(ae) filed with Form
10-K for the fiscal year ended December 31,
1988.)
10(ad) 10 Purchase Option Agreement between Crystal Incorporated
Springs Hydroelectric Company and BPC, datedby Reference
July 7, 1988 (Crystal Springs Project).
(Incorporated by reference to Exhibit 19(a)
filed with Form 10-K for the fiscal year
ended December 31, 1988.)
10(ae) 10 Restated Operation and Maintenance AgreementIncorporated
between Crystal Springs Hydroelectric by Reference
Company and BPC, dated July 7, 1988 (Crystal
Springs Project). (Incorporated by reference to
Exhibit 19(b) filed with Form 10-K for the
fiscal year ended December 31, 1988.)
10(af) 10 Term Loan Agreement with Westinghouse CreditIncorporated
Corporation dated December 28, 1989 by Reference
(Steamboat Springs Project).
Incorporated by reference to Exhibit 7.(c)
(1) filed with Form 8-K dated
January 17, 1990.)
10(ag) 10 Note in the principal amount of $400,000 to Incorporated
1-A Enterprises (Steamboat Springs Project).by Reference
(Incorporated by reference to Exhibit 7.(c)(2)
filed with Form 8-K dated January 17, 1990.)
10(ah) 10 The following Exhibits relate to the WestingIncorporated
house Loan financing on the Steamboat Springby Reference
Project:
1. Promissory Note.
2. Leasehold Trust Deed and Security
Agreement.
3. Security Agreement.
4. Collateral Assignment.
5. Financing Statement.
6. Escrow Agreement.
7. Escrow Instructions.
8. Consent to Assignment and Agreement
of Sierra Pacific Power Company.
(Incorporated by reference to Exhibit (19)
(ah) filed with Form 10-K for the fiscal
year ended December 31, 1989.)
10(ai) 10 Third Amendment to Geothermal Resources Incorporated
LeaseIncorporated (Steamboat Springs by Reference
Project). (Incorporated by reference to
Exhibit (10) (ai) filed with Form 10-K for
the fiscal year ended December 31, 1989.)
10(aj) 10 Amended Memorandum of Lease (Steamboat Incorporated
Springs Project). (Incorporated by ref- by Reference
erence to Exhibit 10-K for the fiscal year
ended December 31, 1989.)
10(ak) 10 Revised and Restated Geothermal Resources Incorporated
Sublease (Steamboat Springs Project). by Reference
(Incorporated by reference to Exhibit (10)
(ak) filed with Form 10-K for the fiscal year
ended December 31, 1989.)
10(al) 10 Memorandum of Revised and Restated Incorporated
Geothermal Resources Sublease (Steamboat by Reference
Springs Project). (Incorporated by
reference to Exhibit (10)
(al) filed with Form 10-K for the fiscal year
ended December 31, 1989.)
10(am) 10 Amendment to Operating Agreement (Steamboat Incorporated
Springs Project). (Incorporated by reference
by Reference to Exhibit (10) (am) filed
with Form 10-K for the fiscal year ended
December 31, 1989.)
10(an) 10 Compromise Agreement (Steamboat Springs Pro-Incorporated
ject).(Incorporated by reference to Exhibit by Reference
(10) (an) filed with Form 10-K for the fiscal
year ended December 31, 1989.)
10(ao) 10 Agreement Re Disputed Invoice and Interest Incorporated
Due Under Steamboat 1 Operating Agreement by Reference
(Steamboat Springs Project). (Incorporated
by reference to Exhibit (10) (ao) filed with
Form 10-K for the fiscal year ended December
31, 1989.)
10(ap) 10 Agreement for Services (Steamboat Springs). Incorporated
(Incorporated by reference to Exhibit 10 by Reference
filed with Form 10-Q for the quarter ended
June 10, 1990.)
10(aq) 10 Revised Agreement for Services (Steamboat Incorporated
Springs) (Incorporated by reference to Ex- by Reference
hibit 10 (a) filed with Form 10-Q for the
quarter ended June 30, 1990.)
10(ar) 10 Revised Operating Agreement (Steamboat Incorporated
Springs). (Incorporated by reference to by Reference
Exhibit 10 (b) filed with Form 10-Q for the
quarter ended June 31, 1990.)
10(as) 10 Waiver Operating Agreement (Steamboat Incorporated
Springs). (Incorporated by reference to by Reference
Exhibit 10(b) filed with Form 10-Q for the
quarter ended June 30, 1990.)
10(at) 10 First Amendment to collateral Assignment Incorporated
(Steamboat Springs). (Incorporated by ref- by Reference
erence to Exhibit (10) (qt) filed with Form
10-K for the fiscal year ended December 31,
1990.)
10(au) 10 First Amendment to Security Agreement (Steam-Incorporated
boat Springs). (Incorporated by reference toby Reference
Exhibit (10) (au) filed with Form 10-K for the
fiscal year ended December 31, 1990.)
10(av) 10 Fifth Amendment to Escrow Agreement (Steam- Incorporated
boat Springs). (Incorporated by reference toby Reference
Exhibit (10) (av) filed with Form 10-K for the
fiscal year ended December 31, 1990.)
10(aw) 10 Assignment of Ownership (Steamboat Springs). Incorporated
(Incorporated by reference to Exhibit (10)(aw) by Reference
filed with Form 10-K for the fiscal year ended
December 31, 1991).
10(ax) 10 Crystal Springs Agreement (Crystal Springs Incorporated
Project). (Incorporated by reference to Ex- by Reference
hibit (10)(a) filed with Form 10-Q for the
quarter ended June 30, 1992).
10(ay) 10 Award of Arbitrators (Steamboat Springs Pro- Incorporated
ject). (Incorporated by reference to Exhibit by Reference
(10)(a) filed with Form 10-Q for the quarter
ended September 30, 1992).
10(az) 10 Agreement (Crystal Springs Project). (In- Incorporated
corporated by reference to Exhibit (10) (a) by Reference
filed with Form 10-K for the fiscal year ended
December 31, 1992).
10(aaa)10 Mutual Release Agreement (Crystal Springs Incorporated
Project). (Incorporated by reference to Ex- by Reference
hibit (10) (a) filed with Form 10-K for the
fiscal year ended December 31, 1992).
10(aab)10 Extension and Modification Agreement (CrystalIncorporated
Springs Project). (Incorporated by reference by Reference
to Exhibit (10) (a) filed with Form 10-K for
the fiscal year ended December 31, 1992).
10(aac)10 Amendment to Mortgage (Crystal Springs Pro- Incorporated
ject). (Incorporated by reference to Exhibit by Reference
(10) (a) filed with Form 10-K for the fiscal
year ended December 31, 1992).
10(aad)10 Amendment to Security Agreement (Crystal Incorporated
Springs Project). (Incorporated by reference by Reference
to Exhibit (10) (a) filed with Form 10-K for
the fiscal year ended December 31, 1992).
10(aae)10 Operation and Maintenance Agreement (Crystal Incorporated
Springs Project). (Incorporated by referenceby Reference
to Exhibit (10) (a) filed with Form 10-K for
the fiscal year ended December 31, 1992).
10(aaf)10 Mutual Satisfaction of Arbitration Award Incorporated
(Steamboat Springs Project). (Incorporated by Reference
by reference to Exhibit (10) (a) filed with
Form 10-K for the fiscal year ended December
31, 1992).
10(aag)10 Second Extension Agreement (Crystal Springs Incorporated
Project). by Reference
10(aah)10 Agreement (Crystal Springs Project). Incorporated
by Reference
10(aai)10 Purchase and Sale Agreement (Crystal Springs Incorporated
Project). by Reference
10(aaj)10 Bill of Sale (Crystal Springs Project). Incorporated
by Reference
10(aak)10 Release of All Claims (by Lessor) (Crystal Incorporated
Springs Project). by Reference
10(aal)10 Consent to Assignment (Crystal Springs Incorporated
Project). by Reference
10(aam)10 Consent and Agreement (Crystal Springs Incorporated
Project). by Reference
10(aan)10 Assignment of Interest (Crystal Springs Incorporated
Project). by Reference
10(aao)10 Certificate As To Fulfillment of Crystal Incorporated
Springs Hydroelectric Company ("Seller") by Reference
and Obligations (Crystal Springs Project).
10(aap)10 Certificate As To Fulfillment of Crystal Incorporated
Springs Hydroelectric, L.P. ("Purchaser") by Reference
Conditions (Crystal Springs Project).
10(aaq)10 Release of all claims (by Crystal Springs Incorporated
Hydroelectric Company) (Crystal Springs by Reference
Project).
10(aar)10 Release of Security Agreement (Crystal Incorporated
Springs Project). by Reference
10(aas)10 Third Extension and Modification Agreement Incorporated
(Crystal Springs Project). by Reference
10(aat)10 Amended and Substituted Promissory Note Incorporated
(Crystal Springs Project). by Reference
10(aau)10 Purchase and Sale Agreement and related Incorporated
documents (Steamboat Springs Plant) by Reference
(Incorporated by Reference to
preliminary Proxy materials filed
January 11, 1996)
Item 23. Consents of Experts and Counsel
23(a) 23 Consent of Independent Public Accountants Incorporated
(Robison Hill and Company). by Reference
The Partnership agrees to furnish to the Securities and
Exchange Commission a copy of any long-term debt instrument or loan
agreement that it may request.
(b) No reports on Form 8-K were filed during the 4th
Quarter of 1995.
(c) The exhibits listed in Item 14(a)(3) are
incorporated by reference.
(d) No financial statement schedules required by this
paragraph are required to be filed as a part of
this form.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Registrant: Far West Electric Energy Fund, L.P.
By: Far West Capital, Inc.,
General Partner
DATE: June 17, 1996 By: /s/
Ronald E. Burch, President
In accordance with the Exchange Act, this report has been
signed by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
DATE: June 17, 1996 By: /s/
Ronald E. Burch, Director and
Principal Executive Officer
DATE: June 17, 1996 By: /s/
Alan O. Melchior, Director and
Principal Financial Officer
DATE: June 17, 1996 By: /s/
Thomas A. Quinn, Director
DATE: June 17, 1996 By: /s/
Kenneth R. Beck, Director
DATE: June 17, 1996 By: /s/
Jody Rolfson
Principal Accounting Officer
Dates Referenced Herein and Documents Incorporated by Reference
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