SEC Info - Rosebud Energy Corp - ‘U-3A-2’ for 12/31/00

SEC Info℠

Home

Help

Please Sign In

Rosebud Energy Corp – ‘U-3A-2’ for 12/31/00 – EX-99

On: Tuesday, 2/27/01, at 4:49pm ET · For: 12/31/00 · Accession #: 950172-1-279 · File #: 69-00370

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/27/01  Rosebud Energy Corp               U-3A-2     12/31/00    2:35K                                    Skadden Arps Sla… LLP/FA

Statement by a Holding Company Claiming Exemption — Form U-3A-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: U-3A-2      Statement by a Holding Company Claiming Exemption      3±    13K 
 2: EX-99       Exhibit A                                             15     63K

EX-99 — Exhibit A

EX-99 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                        [Enlarge/Download Table]

                                                                                            D R A F T

                                     Rosebud Energy Corp.                                            
                                        Balance Sheet                                                
                                        As of 12/31/00                                               

                                                                                                     
CURRENT CASH ASSETS:                                                                                 
Rosebud Fee Acct. - US Bank                            $           660.86                            
Rosebud Operating Acct. - US Bank                               82,850.18                            
Rosebud Legal Fee Acct. - US Bank                               15,344.29                            
                                                       --------------------                          

TOTAL CURRENT ASSETS                                                         $        98,855.33      

PROPERTY, PLANT AND EQUIPMENT:                                                                       
Land                                                             1,000.00                            
Office Furniture and Fixtures                                    9,610.58                            
Computer Equipment and Software                                 10,424.94                            
Accum. Deprec. - Office Equip.                                  (2,177.07)                           
Accum. Deprec. - Office F and F                                 (5,604.83)                           
Accum. Deprec. - Computer Equip.                                (4,498.47)                           
                                                       --------------------                          

TOTAL PROPERTY, PLANT AND EQUIPMENT                                          $         8,755.15      

OTHER ASSETS:                                                                                        
Other Receivable - RDO                                         455,959.39                            
Other Investments                                           (9,265,143.76)                           
                                                       --------------------                          
TOTAL OTHER ASSETS                                                           $    (8,809,184.37)     
                                                                             --------------------    

TOTAL ASSETS                                                                 $    (8,701,573.89)     
                                                                             ====================    

EX-99 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
                                                        [Enlarge/Download Table]

                                                                                             D R A F T

                                        Rosebud Energy Corp.                                          
                                           Balance Sheet                                              
                                           As of 12/31/00                                             

                                                                                                      
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                  

CURRENT LIABILITIES:                                                                                  
Accounts Payable                                          $         4,263.69                          
Other Payable                                                     611,307.76                          
                                                          --------------------                        

TOTAL CURRENT LIABILITIES                                                       $       615,571.45    
                                                                                --------------------  

TOTAL LIABILITIES                                                               $       615,571.45    

SHAREHOLDERS' EQUITY:                                                                                 
Shareholders' Equity                                      $    (4,640,852.96)                         
Retained Earnings                                              (4,122,408.34)                         
YTD Net Income                                                   (553,884.04)                         

                                                          --------------------                        

TOTAL SHAREHOLDERS' EQUITY                                                      $    (9,317,145.34)   
                                                                                --------------------  

TOTAL LIABILITIES/SHAREHOLDERS' EQUITY                                          $    (8,701,573.89)   
                                                                                ====================  

EX-99 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
                                                        [Enlarge/Download Table]

                                                                               D R A F T

                                       Rosebud Energy Corp.                             
                                      STATEMENT OF OPERATIONS                           
                                   For the Period Ended 12/31/00                        

                                                                                        
REVENUES:                                                                               
Professional Fees                                                 $       437,349.25    
Interest Income                                                               113.66    
TOTAL REVENUES                                                    $       437,462.91    

OPERATING EXPENSES:                                                                     
Accounting and Auditing Fees                                                2,210.00    
Legal Fees                                                                 20,109.29    
Consulting Fees                                                               141.46    
Travel Expenses                                                            15,977.78    
Relocation Expenses                                                         5,634.56    
Business Meals and Entertainment                                            1,756.75    
Telephone Expense                                                           8,693.25    
Fees and Licenses                                                              30.00    
Rent Expense                                                               28,226.03    
Employee Benefits                                                          52,283.17    
Employee Relations                                                          1,522.09    
Payroll and Payroll Tax Expense                                           286,901.08    
Office Supplies                                                             5,537.57    
Outside Services - Administrative                                           4,175.53    
Outside Services - Finance                                                749,488.12    
Postage and Freight                                                         2,915.81    
Insurance                                                                   3,699.50    
Community Relations                                                           460.00    
Continuing Education                                                        2,828.49    
Dues and Publications                                                       6,967.51    
Miscellaneous                                                              16,801.40    
Depreciation                                                                2,819.36    
                                                                  --------------------  

TOTAL OPERATING EXPENSES                                          $     1,219,178.75    
                                                                  --------------------  

TOTAL OPERATING INCOME                                                   (781,715.84)   
Gain - Other Invest. - CELP                                               227,831.80    
                                                                  --------------------  

NET INCOME                                                        $      (553,884.04)   
                                                                  ====================  

EX-99 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
                                                        [Enlarge/Download Table]

Colstrip Energy Limited Partnership                                                                   D R A F T    
Balance Sheets                                                                                                     
-------------------------------------------------------------------------------------------------------------------

                                                                                           December 31,            
                                                                                      2000              1999       

                                                                                                                   
Assets                                                                                                             
   Current assets                                                                                                  
     Designated and restricted cash and equivalents                                 $ 4,237,626       $ 3,269,186  
     Liquid investments                                                                 605,303         1,538,248  
     Receivable from Montana Power Company                                            1,897,919         1,825,843  
     Special reserve account investments                                                481,052           527,533  
     Prepaid expenses                                                                    88,530           118,488  
     Other                                                                              123,218           128,768  
                                                                                    -----------       -----------  

              Total current assets                                                    7,433,648         7,408,066  

     Property, plant and equipment, net                                              68,269,282        70,151,355  
     Bond reserve fund investments                                                    6,106,391         6,017,376  
     Deferred charges                                                                 2,110,642         2,456,492  
     Limestone inventory                                                                541,296           568,662  
                                                                                    -----------       -----------  

              Total assets                                                          $84,461,259       $86,601,951  
                                                                                    -----------       -----------  

Liabilities and Partners' Capital                                                                                  
   Current liabilities                                                                                             
     Current portion of term notes payable                                          $ 1,200,000       $ 2,640,000  
     Current portion of bond payable                                                  1,700,000            -       

     Accounts payable and accrued expenses                                            1,054,285         1,347,568  
     Accrued interest                                                                   227,468           169,980  
                                                                                    -----------       -----------  

              Total current liabilities                                               4,181,753         4,157,548  

   Bonds payable                                                                     59,100,000        60,800,000  
   Term notes payable                                                                 1,560,000         2,760,000  
                                                                                    -----------       -----------  

              Total liabilities                                                      64,841,753        67,717,548  

   Commitments (Note 11) and contingencies (Note 13)                                                               

   Partners' capital                                                                 19,619,506        18,884,403  

              Total liabilities and partners' capital                               $84,461,259       $86,601,951  
                                                                                    -----------       -----------  

                    The accompanying notes are an integral part of the financial statements.                       

EX-99 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
                                                        [Enlarge/Download Table]

Colstrip Energy Limited Partnership                                                                     D R A F T
Statement of Operations                                                                                          
-----------------------------------------------------------------------------------------------------------------

                                                                                           December 31,          
                                                                                      2000              1999     
                                                                                                                 
Revenues                                                                                                         
     Energy                                                                         $17,294,258       $16,763,672
     Capacity                                                                         3,477,905         3,295,628
     Interest income                                                                    581,996           494,618
     Other                                                                                1,371           507,115
                                                                                    -----------       -----------

                                                                                    $21,355,530       $21,061,033
                                                                                    -----------       -----------
Raw materials                                                                                                    
     Coal                                                                             2,250,862         2,284,259
     Coal transport                                                                     721,875           743,034
     Coal royalty                                                                       393,983           371,898
     Limestone processing charge                                                        112,005           116,471
     Limestone transport                                                                481,795           452,304
     Limestone usage                                                                     27,485            29,561
     Fuel oil                                                                            72,672            25,970

Operating expenses                                                                                               
     Operations and maintenance (O & M) contract labor                                2,298,381         2,290,447
     O & M nonlabor                                                                     946,902           933,926
     Professional fees                                                                1,326,149         1,102,940
     Property, license and other taxes                                                  267,602           409,807
     Insurance                                                                          130,243           132,012
     Management fee to operator                                                         223,609           231,185
     Other                                                                              308,737           246,110
                                                                                    -----------       -----------

                                                                                      9,562,300         9,369,924
                                                                                    -----------       -----------

Operating revenues available for debt service                                                                    
   and other expenses                                                                11,793,230        11,691,109

Debt service expenses                                                                                            
     Interest                                                                         2,690,773         2,378,159
     Loan fees                                                                          932,383           952,989

Expenses subordinate to debt service:                                                                            
   Bonus to operator                                                                    115,505           188,625

Depreciation and amortization                                                         2,358,774         2,348,196
                                                                                    -----------       -----------

     Total debt service and other expenses                                            6,097,435         5,867,969
                                                                                    -----------       -----------

     Net income                                                                     $ 5,695,795       $ 5,823,140
                                                                                    -----------       -----------

                     The accompanying notes are an integral part of the financial statements.                    

EX-99 6th Page of 15 TOC 1st Previous Next ↓Bottom Just 6th
                                                        [Enlarge/Download Table]

Colstrip Energy Limited Partnership                                                                     D R A F T 
Statements of Comprehensive Income                                                                                
----------------------------------------------------------------------------------------------------------------- 

                                                                                           December 31,           
                                                                                      2000              1999      
                                                                                                                  
Net income                                                                          $ 5,695,795       $ 5,823,140 

Unrealized holding loss arising during period                                                 -           (12,283)
                                                                                    -----------       ----------- 

Comprehensive income                                                                $ 5,695,795       $ 5,810,857 
                                                                                    -----------       ----------- 

                     The accompanying notes are an integral part of the financial statements.                     

EX-99 7th Page of 15 TOC 1st Previous Next ↓Bottom Just 7th
                                                        [Enlarge/Download Table]

Colstrip Energy Limited Partnership                                                                     D R A F T  
Statements of Partners' Capital                                                                                    
-----------------------------------------------------------------------------------------------------------------  

                                                               General            Limited                          
                                                               Partner            Partners            Total        

                                                                                                                   
Balance at January 1, 1999                                 $ (5,682,221)        $ 24,792,845          $ 19,110,624 

Net income                                                      232,926            5,590,214             5,823,140 
Capital withdrawn                                            (2,189,863)          (3,859,498)           (6,049,361)
                                                           ------------         ------------          ------------ 

Balance at December 31, 1999                                 (7,639,158)          26,523,561            18,884,403 
                                                           ------------         ------------          ------------ 

Net income                                                      227,832            5,467,963             5,695,795 
Capital withdrawn                                            (1,853,816)          (3,106,876)           (4,960,692)
                                                           ------------         ------------          ------------ 

Balance at December 31, 2000                               $ (9,265,142)        $ 28,884,648          $ 19,619,506 
                                                           ------------         ------------          ------------ 

                     The accompanying notes are an integral part of the financial statements.                      

EX-99 8th Page of 15 TOC 1st Previous Next ↓Bottom Just 8th
                                                        [Enlarge/Download Table]

Colstrip Energy Limited Partnership                                                                      D R A F T 
Statements of Cash Flows                                                                                           
-------------------------------------------------------------------------------------------------------------------

                                                                                           December 31,            
                                                                                      2000              1999       

                                                                                                                   
Cash flows from operating activities                                                                               
   Net income                                                                       $ 5,695,795       $ 5,823,140  
   Adjustments to reconcile net income to net cash                                                                 
     provided by operating activities                                                                              
       Depreciation and amortization                                                  2,358,774         2,348,196  
       Amortization of investment discount                                             (467,745)         (355,426) 
       Effect of changes in assets and liabilities                                                                 
         Receivable from Montana Power Company                                          (72,076)          (88,769) 
         Prepaid expenses and other assets                                               69,571             4,292  
         Inventory                                                                       (6,697)           29,561  
         Accounts payable and accrued expenses                                         (293,283)          226,615  
         Accrued interest                                                                57,488            (8,173) 
                                                                                    -----------       -----------  

             Net cash provided by operating activities                                7,341,827         7,979,436  
                                                                                    -----------       -----------  

Cash flows from investing activities                                                                               
   Proceeds from maturities of available-for-sale investment                                                       
     securities                                                                      22,408,657        36,893,077  
   Purchase of available-for-sale investment securities                             (21,050,502)      (36,153,228) 
   Expenditures for property, plant and equipment                                      (130,850)         (204,354) 
                                                                                    -----------       -----------  

             Net cash provided by investing activities                                1,227,305           535,495  
                                                                                    -----------       -----------  

Cash flows from financing activities                                                                               
   Partner capital withdrawn                                                         (4,960,692)       (6,049,361) 
   Principal payments on term notes                                                  (2,640,000)       (2,280,000) 
                                                                                    -----------       -----------  

             Net cash used for financing activities                                  (7,600,692)       (8,329,361) 
                                                                                    -----------       -----------  

Net increase in designated and restricted                                                                          
   cash and equivalents                                                                 968,440           185,570  

Designated and restricted cash and equivalents, beginning of year                     3,269,186         3,083,616  
                                                                                    -----------       -----------  

Designated and restricted cash and equivalents, end of year                         $ 4,237,626       $ 3,269,186  
                                                                                    -----------       -----------  

Interest paid                                                                         2,633,285         2,386,332  

                     The accompanying notes are an integral part of the financial statements.                      

EX-99 9th Page of 15 TOC 1st Previous Next ↓Bottom Just 9th
Colstrip Energy Limited Partnership                                    D R A F T
Notes to Financial Statements                                                   
December 31, 2000 and 1999                                                      
--------------------------------------------------------------------------------

1.   Organization and Operation                                                 

   Colstrip Energy Limited Partnership (the Partnership) owns and operates a
35-megawatt electric generation facility (the Project) near Colstrip, 
 Montana. Commercial operations of the Project commenced on May 3, 1990.

 At December 31, 2000, the Partnership consisted of Rosebud Energy Corp.
 (Rosebud), the general partner, and two limited partners: Harrier Power
   Corporation and Spruce Limited Partnership. The general partner of Spruce
Limited Partnership is Spruce Power Corporation (which PG&E Generating
  Company purchased from Bechtel Enterprises, Inc. effective September 19,
  1997 and is now indirectly wholly-owned by U.S. Generating Company, LLC)
    and the limited partner is Pitney Bowes Credit Corp. In January 2000 Enron
Bighorn Acquisition Group purchased the stock of Harrier Power        
Corporation's stock which had previously been owned by PG&E Generating
     Company. The original life of the Partnership is 40 years expiring in 2028.

The Project is a Federal Energy Regulatory Commission (FERC) certified
   Small Power Production Facility consisting of a circulating fluidized bed
  combustion boiler, an extraction/condensing steam turbine generator unit
 and related auxiliary equipment. The unit is fired by waste coal in the
form of sub-bituminous coal refuse. Montana Power Company (MPC) has   
contracted to purchase all of the electricity to be generated by the  
Project through June 2025.                                            

2.   Summary of significant accounting policies                                 

  Use of Estimates - The preparation of financial statements in conformity
   with generally accepted accounting principles requires management to make
  estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
    dates of the financial statements and the reported amounts of revenues and
 expenses during the reporting periods. Actual results could differ from
those estimates.                                                      

Inventory - Inventory consists of limestone to be used in the power   
generation process and is stated at cost.                             

Investments - The Partnership classifies liquid investments, special  
reserve account investments and bond reserve fund investments as      
 available-for-sale securities which are stated at estimated fair value.

    Property, Plant and Equipment - Property, plant and equipment is stated at
   historical cost net of accumulated depreciation. When property, plant and
equipment is disposed of, the asset cost and related accumulated      
   depreciation are removed from the Partnership's books and the net gain or
loss is included in operations. Depreciation is provided using the    
   straight-line method over estimated useful lives of fifty years for plant
     and systems, seven years for heavy operating equipment, five to seven years
for periodic scheduled overhaul costs, and five years for land        
improvements, furniture, computer equipment, small tools and vehicles.

     The Partnership reviews the carrying value of property, plant and equipment
     for impairment whenever events and circumstances indicate that the carrying
 value of an asset may not be recoverable from the estimated future cash
  flows expected to result from its use and eventual disposition. In cases
  where undiscounted expected future cash flows are less than the carrying
 value, an impairment loss is recognized equal to an amount by which the
   carrying value exceeds the fair value of assets. No assets are considered
impaired as of December 31, 2000 or 1999.                             

EX-99 10th Page of 15 TOC 1st Previous Next ↓Bottom Just 10th
Colstrip Energy Limited Partnership                                    D R A F T
Notes to Financial Statements                                                   
December 31, 2000 and 1999                                                      
--------------------------------------------------------------------------------

     Deferred Charges - Costs of issuing bonds and notes are amortized using the
effective interest rate method over the term of the related financing.

    Income Taxes - The Partnership is subject to the partnership provisions of
the Internal Revenue Code and, accordingly, incurs no federal or state
income taxes. Individual partners report their respective share of the
Partnership's taxable income, loss, deductions and credits.           

    Financial Instruments - Designated and restricted cash equivalents include
     highly liquid investments with original maturities of three months or less,
readily convertible to known amounts of cash. The amounts reported as 
    restricted and designated cash and equivalents, receivables, other assets,
accounts payable and accrued expenses are considered to be reasonable 
   approximations of their fair values. Bonds payable and term notes payable
  carrying values are considered to be a reasonable approximation of their
  fair values as these financial instruments bear variable interest rates.
    The fair value estimates presented herein were based on market information
available to management as of December 31, 2000 and 1999. The use of  
different market assumptions and estimation methodologies could have a
material effect on the estimated fair value amounts. The reported fair
     values do not take into consideration other expenses that would be incurred
in an actual settlement.                                              

     Revenue Recognition - MPC has contracted to purchase all of the electricity
     to be generated by the Project through June 2025. Revenue is recorded based
  on power generation at rates established by the Power Purchase Agreement
("PPA").                                                              

3.   Comprehensive income                                                       

     The only component of accumulative other comprehensive income is unrealized
holding gains and losses on available-for-sale securities, changes for
which have been displayed in the Statements of Comprehensive Income.  

4.   Designated and restricted cash and equivalents                             

   Partnership revenues are deposited with an agent bank for disbursement in
accordance with the terms of the partnership and credit agreements.   
Designated and restricted funds were as follows:                      

                                                        [Enlarge/Download Table]

                                                                    2000                   1999      

                                                                                                     
Designated cash and equivalents                                                                      
    Cash available for operations                                                                    
      First Interstate O&M nonlabor                             $        192,667     $        104,931
      US Bank accounts                                                 3,326,830            2,513,614
                                                             -------------------  -------------------
                                                                       3,519,497            2,618,545
                                                             -------------------  -------------------
Restricted cash and equivalents                                                                      
    Credit Suisse revenue holdings account                                 3,624                2,312
    Credit Suisse debt service account                                   302,791              206,483
    Liquid investments                                                        27                    -
    Credit Suisse maintenance reserve account                            306,730              315,725
    Credit Suisse O&M bonus and sub fee account                           26,705              125,321
    Credit Suisse special reserve account                                 78,252                  800
                                                             -------------------  -------------------
                                                                         718,129              650,641
                                                             -------------------  -------------------

       Total designated and restricted cash and equivalents     $      4,237,626     $      3,269,186
                                                             -------------------  -------------------

EX-99 11th Page of 15 TOC 1st Previous Next ↓Bottom Just 11th
Colstrip Energy Limited Partnership                                    D R A F T
Notes to Financial Statements                                                   
December 31, 2000 and 1999                                                      
--------------------------------------------------------------------------------

5.   Available-for-sale securities                                              

The following is a summary of the Partnership's available-for-sale    
securities by contractual maturities:                                 

                                                        [Enlarge/Download Table]

                                         Maturity  Amortized    Gross        Fair Value 
                                           Year    Cost         Unrealized              
                                                                Gain                    

                                                                                        
December 31, 2000                                                                       
    Liquid investments                                                                  
         Federal Discount Notes            2001    $   605,303  $         -  $   605,303
    Special reserve account investments                                                 
         Federal Discount Notes            2001    $   481,052  $         -  $   481,052
    Bond reserve fund investments                                                       
         Federal Discount Notes            2001    $ 6,106,391  $         -  $ 6,106,391

December 31, 1999                                                                       
    Liquid investments                                                                  
          Federal Discount Notes           2000    $ 1,538,248  $         -  $ 1,538,248
    Special reserve account investments                                                 
          U.S. Treasury Bills              2000    $   527,533  $         -  $   527,533
    Bond reserve fund investments                                                       
          Federal Discount Notes           2000    $ 6,017,376  $         -  $ 6,017,376

6.   Property, plant and equipment                                              

Property, plant and equipment was as follows:                         

                                                        [Enlarge/Download Table]

                                                             December 31,                  
                                                    2000                     1999          

                                                                                           
Land improvements                               $          80,674       $           80,674 
Land                                                      496,240                  496,240 
Plant, equipment and systems                           86,680,184               86,567,277 
Heavy operating equipment                               1,245,098                1,245,098 
Small tools and equipment                                 158,360                  158,360 
Office furniture and equipment                            202,554                  184,611 
Vehicles                                                   85,095                   85,095 
                                            ---------------------  ----------------------- 

    Property, plant and equipment, at cost             88,948,205               88,817,355 

    Less accumulated depreciation                     (20,678,923)             (18,666,000)
                                            ---------------------  ----------------------- 

    Property, plant and equipment, net          $      68,269,282       $       70,151,355 
                                            ---------------------  ----------------------- 

EX-99 12th Page of 15 TOC 1st Previous Next ↓Bottom Just 12th
Colstrip Energy Limited Partnership                                    D R A F T
Notes to Financial Statements                                                   
December 31, 2000 and 1999                                                      
--------------------------------------------------------------------------------

   Depreciation of property, plant and equipment was $2,012,924 for 2000 and
$1,981,154 for 1999.                                                  

7.   Deferred charges                                                           

Deferred charges, net of accumulated amortization, were as follows:   

                                                                [Download Table]

                                       December 31,                 
                              2000                     1999         

                                                                    
Bond financing            $       1,210,026       $        1,324,722
Term notes financing                900,616                1,131,770
                      ---------------------  -----------------------

                          $       2,110,642       $        2,456,492
                      ---------------------  -----------------------

8.   Bonds payable                                                              

    The 1989 Series tax-exempt bonds were issued in October 1989 in the amount
 of $60,800,000. The bonds bear interest at weekly, monthly, semiannual,
annual or term rates set at the option of the Partnership or, upon    
     termination of a letter of credit, at a fixed interest rate until maturity.
   The weighted average interest rate for the tax-exempt bonds was 3.91% and
3.24% for the year ending December 31, 2000 and 1999, respectively.   

     The bonds mature in December 2015 and are subject to mandatory and optional
     redemption prior to maturity. Optional redemption, in whole or in part, may
   be made at the election of the Partnership at a redemption price of up to
     102% of face value. The bonds are subject to mandatory redemption through a
sinking fund requiring annual payments by the Partnership beginning in
2001. The bonds are payable from revenues of the Partnership or from a
letter of credit.                                                     

Scheduled annual bond sinking fund requirements are as follows:       

                                                                [Download Table]

Year Ending                                              Amount Due  
                                                                     
    2001                                                 $  1,700,000
    2002                                                    1,800,000
    2003                                                    2,000,000
    2004                                                    2,200,000
    2005                                                    2,400,000
Thereafter                                                 30,600,000

The remaining balance of bonds are payable upon maturity.             

  The Partnership has aggregate letters of credit amounting to $63,200,000
collateralizing bond and bond interest payables (Note 9).             

The bond agreement covenants require the Partnership, among other     
requirements, to maintain specific insurance coverages.               

EX-99 13th Page of 15 TOC 1st Previous Next ↓Bottom Just 13th
Colstrip Energy Limited Partnership                                    D R A F T
Notes to Financial Statements                                                   
December 31, 2000 and 1999                                                      
--------------------------------------------------------------------------------

9.   Term notes payable                                                         

The Partnership has a Credit and Reimbursement Agreement ("Credit     
  Agreement") providing for a Letter of Credit ("LOC") for $60,800,000 for
 bond principle payments and $2,400,000 for bond interest payments, term
loans of $12,000,000 and additional credit facilities in the form of  
revolving credit loans of $1,000,000 and capacity expansion loans of  
$2,000,000.                                                           

  The LOC for $60,800,000 to cover bond principle payments expires in June
     2006. The LOC for $2,400,000 to cover bond interest payments expired in May
 2000. Aggregate annual fees on the LOCs are approximately 1.17% through
    June 2001 and 1.29% thereafter. The Partnership paid LOC fees of $754, 048
and $772,532 in 2000 and 1999, respectively.                          

Term notes payable bear interest from 1% to 1.25% above the London    
    Interbank Offering Rate ("LIBOR"). The interest rate in effect at December
31, 2000 was 7.44% including the spread above LIBOR.                  

The Partnership agreed to pay an annual commitment fee of 0.5% on the 
    un-utilized commitments for the capacity expansion loans and the revolving
  credit loans plus certain other annual administrative fees which totaled
$178,336 and $69,602 in 2000 and 1999, respectively.                  

Scheduled principal payments for the term notes are as follows:       

                                                                [Download Table]

                                                                  
2001                                                     1,200,000
2002                                                     1,560,000
                                              --------------------

                                                      $  2,760,000
                                              --------------------

   Substantially all of the Partnership assets are pledged as collateral for
the letter of credit and the term notes payable. The credit agreements
     provide for no other recourse by the lenders against the Partnership or any
partner.                                                              

The Credit Agreement covenants require the Partnership, among other   
requirements, to maintain specific debt service coverage ratios and   
 insurance coverages. Term notes payables are subject to an acceleration
clause upon default of the covenants.                                 

10.  Related party transactions                                                 

  Rosebud and an affiliate provide management and administrative services;
   operation and maintenance services; and coal and limestone transportation
  services to the Partnership, and are reimbursed for expenses incurred on
     behalf of the Partnership. The operation and maintenances service agreement
 (O&M agreement) commenced on December 1, 2000 and runs through November
2005. The O&M agreement replaces the agreement held by Constellation  
Operating Services which was terminated by the Partnership effective  
   December 1, 2000. The O&M agreement is renewable at the discretion of the
partner for an additional 5-year period. Fees and reimbursable costs  
    recorded by Rosebud and the affiliate during 2000 and 1999 were $1,397,347
     and $1,217,233, respectively, of which $197,808 and $38,992 were payable at
   December 31, 2000 and 1999, respectively. The Partnership had receivables
from Rosebud of $82,850 and $70,053 as of December 31, 2000 and 1999, 
respectively.                                                         

EX-99 14th Page of 15 TOC 1st Previous Next ↓Bottom Just 14th
Colstrip Energy Limited Partnership                                    D R A F T
Notes to Financial Statements                                                   
December 31, 2000 and 1999                                                      
--------------------------------------------------------------------------------

   Pursuant to the Partnership Agreement, the general partner is entitled to
 receive an Incentive Operating Performance Distribution (IOPD) which is
    subordinated to certain other minimum cash distributions starting in 2003.
    The IOPD paid to the general partner was $810,520 and $903,366 in 2000 and
    1999, respectively, and is reported as a withdrawal of partnership capital
   in each respective year. Undistributed IOPD at December 31, 2000 and 1999
    was $187,272 and $194,941, respectively. IOPD amounts not distributed bear
interest at prime plus 1%.                                            

  Legal fees, including expenses incurred on behalf of the Partnership, in
     the amount of $412,040 and $412,362 were earned by the law firms of Owen H.
 Orndorff Law Offices and R. Lee Roberts in 2000 and 1999, respectively.
    Consulting fees, including expenses incurred on behalf of the Partnership,
 in the amount of $77,015 and $65,321 were earned by Jeffrey L. Smith in
    2000 and 1999, respectively. Certain principals of these firms and Jeffrey
     L. Smith serve as officers and are shareholders of Rosebud. Amounts payable
     to these related parties total $38,972 and $33,276 at December 31, 2000 and
1999, respectively.                                                   

   During 2000, the Partnership sold 4,510 Mwh of excess power generation to
Enron Corporation totaling $713,511. Enron Corporation is the parent  
   company of Enron Bighorn Acquisition Group which owns the common stock of
Harrier Power Corporation, a limited partner.                         

11.  Commitments                                                                

The Partnership has entered into the following long-term operating    
commitments:                                                          

 o    A cogeneration and long-term power purchase agreement with Montana
      Power Company to sell and deliver capacity and energy through June
          2025. Charges include a fixed fee portion which escalates annually and
       a variable portion that is determined by the Montana Public Service
Commission;                                                 

o    Refuse coal supply and backup coal supply agreements with Western
   Energy Company (WECo) to purchase all of the Partnership's coal
        requirements until 2025. Charges are modified in January and July of
each year and are based on various complex indices;         

o    A 1988 limestone supply agreement, amended in 1992, with Montana 
        Limestone Company with an initial term ending in 2005, renewable for
         up to five additional five-year terms. A processing charge is paid by
     the Partnership in the amount of $3.00 per ton, increased by a 4%
         compounded annual escalation beginning January 1, 1993 ($4.10 per ton
at December 31, 2000);                                      

    o    A 1991 limestone supply agreement with Montana Limestone Company with
      an initial term ending in 2021. A processing charge is paid by the
 Partnership in the amount of $3.00 per ton, increased by a 4%
 compounded annual escalation beginning September 1, 1990. The
         processing charge may be renegotiated in 2006. There was no limestone
processed under this agreement through 2000;                

EX-99 Last Page of 15 TOC 1st Previous Next ↓Bottom Just 15th
Colstrip Energy Limited Partnership                                    D R A F T
Notes to Financial Statements                                                   
December 31, 2000 and 1999                                                      
--------------------------------------------------------------------------------

o    A services agreement with Constellation Operating Services for   
        operations and maintenance of the Facility until 2010, renewable for
         up to three five-year terms. The Partnership terminated the agreement
November 30, 2000.                                          

    o    A coal transport agreement with WECo, whereby WECo leases trucks from
         the Partnership for coal delivery. The agreement provides for WECo to
      operate and maintain the trucks and deliver coal through 2023. The
         charges are based on WECo's costs incurred with an additional markup.
        Rosebud Operating Services, Inc. performs maintenance on the trucks.

12.  Concentrations of risk                                                     

  The Partnership sells substantially all its power generation to MPC. The
    Partnership does not require collateral on credit extended to MPC and does
not anticipate credit losses related to the receivable at December 31,
2000.                                                                 

The Partnership's cash and investment balances held in financial      
 institutions exceed federally insured amounts. The Partnership deposits
cash in high-credit-quality financial institutions and limits the     
     concentration of credit exposure by restricting investments with any single
obligor.                                                              

13.  Contingencies                                                              

The Partnership's 1989 series tax-exempt bonds are subject to Internal
Revenue Code section 148 regarding arbitrage rebate requirements. The 
rebate was calculated based on earnings on non-purpose investments in 
   excess of interest incurred on the tax-exempt bonds for the 5-year period
  ending October 2004. As of December 31, 2000 management believes that no
   rebate will be due for such period. Rebate amounts, if any, are due after
each 5-year period the tax-exempt bonds are outstanding.              

   In the 1997 legislation session, the State of Montana passed deregulating
   the electrical generation industry in Montana. MPC publicly announced its
  intention to sell its ownership interest in all power generating assets,
including its power purchase contracts. In December 1999, MPC sold its
   ownership interest in its power generating assets to Pennsylvania Power &
Light. There has not been any proposed sale of the Partnership's power
  purchase agreement in 2000. Any proposed sale of the Partnership's power
    purchase contract with MPC must have Partnership approval (which cannot be
  unreasonably withheld) and the Partnership cannot predict the impact, if
any, that such a sale by MPC would have on the Partnership's financial
position, results of operations or cash flows.

EX-99	1st Page of 15	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

EX-99	2nd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 2nd

EX-99	3rd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 3rd

EX-99	4th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 4th

EX-99	5th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 5th

EX-99	6th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 6th

EX-99	7th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 7th

EX-99	8th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 8th

EX-99	9th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 9th

EX-99	10th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 10th

EX-99	11th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 11th

EX-99	12th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 12th

EX-99	13th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 13th

EX-99	14th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 14th

EX-99	Last Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 15th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘U-3A-2’ Filing	Date	First	Last	Other Filings

Filed on:	2/27/01
For Period End:	12/31/00	7	15
	12/1/00	13
	11/30/00	15
	12/31/99	7	15	U-3A-2
	1/1/99	7
	9/19/97	9
	1/1/93	14
				List all Filings

↑Top

Filing Submission 0000950172-01-000279 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Rosebud Energy Corp – ‘U-3A-2’ for 12/31/00 – EX-99

On: Tuesday, 2/27/01, at 4:49pm ET · For: 12/31/00 · Accession #: 950172-1-279 · File #: 69-00370

Previous ‘U-3A-2’: ‘U-3A-2’ on 2/29/00 for 12/31/99 · Next: ‘U-3A-2’ on 2/28/02 for 12/31/01 · Latest: ‘U-3A-2’ on / for 2/28/05

Statement by a Holding Company Claiming Exemption — Form U-3A-2Filing Table of Contents

EX-99 — Exhibit A

Dates Referenced Herein and Documents Incorporated by Reference

Statement by a Holding Company Claiming Exemption — Form U-3A-2
Filing Table of Contents