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Rosebud Energy Corp · U-3A-2 · For 12/31/00 · EX-99

Filed On 2/27/01, 4:49pm ET   ·   Accession Number 950172-1-279   ·   SEC File 69-00370

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  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

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[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) ====================
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[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) ====================
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[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) ====================
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[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.
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[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.
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[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.
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[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.
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[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.
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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.
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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 ------------------- -------------------
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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 --------------------- -----------------------
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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.
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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.
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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;
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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.

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This U-3A-2 Filing   Date First   Last      Other Filings
1/1/9314
9/19/979
1/1/997
12/31/99715U-3A-2
11/30/0015
12/1/0013
For The Period Ended12/31/00715
Filed On / Filed As Of2/27/01
 
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