-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TGx9EYkIzg7qXtr2UUi4m2dkiYSbkmlccYZQaXP3yPJ4wF2oN5DSF0bNQFBrQalm QgY2pCHskiKy3hly/ZUxfQ== 0001057877-01-500027.txt : 20010627 0001057877-01-500027.hdr.sgml : 20010627 ACCESSION NUMBER: 0001057877-01-500027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010611 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDAHO POWER CO CENTRAL INDEX KEY: 0000049648 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 820130980 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03198 FILM NUMBER: 1667911 BUSINESS ADDRESS: STREET 1: 1221 W IDAHO ST STREET 2: PO BOX 70 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083882200 8-K 1 a8k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ----- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 11, 2001 IDAHO POWER COMPANY (Exact name of registrant as specified in its charter) Idaho 1-3198 82-0130980 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1221 W Idaho Street Boise, Idaho 83702-5627 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (208)388-2200 Former name or address, if changed since last report. Item 2. Acquisition or Disposition of Assets. Effective June 11, 2001, Idaho Power Company (IPC) transferred its wholesale electricity marketing operations ("Energy Marketing") to IDACORP Energy L.P. (IE). IE is a Delaware limited partnership with IDACORP, Inc. as its sole general partner and IDACORP Energy Services Co., a wholly owned subsidiary of IDACORP, Inc. as its sole limited partner. IPC is also a wholly owned subsidiary of IDACORP, Inc. Energy Marketing net assets transferred consist primarily of energy trading contracts and trading accounts receivable and accounts payable. The results of operations of Energy Marketing were previously reported on IPC's Statements of Income as "Energy marketing activities - net." The transfer will not affect IPC's regulated operations, its system reliability or its customers. In exchange for the transfer of Energy Marketing to IE, IPC received a partnership interest in IE, which was transferred to IDACORP in exchange for notes receivable from IDACORP totaling approximately $76 million. This amount approximates the historical book value of the transferred Energy Marketing net assets on May 31, 2001 of $21 million and retained intercompany tax liabilities of $55 million. The notes receivable are due over periods of one to ten years and will bear interest at IDACORP's overall short-term borrowing rate which was 4.66% at May 31, 2001. Concurrent with the transfer of Energy Marketing, IE and IPC have entered into an Electricity Supply Management Services Agreement ("Agreement"). IPC has received initial approval of the Agreement from the Idaho Public Utilities Commission and the Federal Energy Regulatory Commission and is awaiting approval from the Oregon Public Utilities Commission. Under the Agreement, IPC will continue to own, operate and maintain its electric generating equipment and transmission facilities ("System Resources") and be responsible for system reliability. IE will manage and dispatch the System Resources to balance generation and load within the IPC operating area. Item 7. Financial Statements and Exhibits. (b) Pro Forma Financial Information The following unaudited pro forma consolidated financial statements are filed with this report: Pro Forma Consolidated Statements of Income Three Months Ended March 31, 2001 Year Ended December 31, 2000 Pro Forma Consolidated Balance Sheet at March 31, 2001 The Pro Forma Consolidated Balance Sheet of IPC at March 31, 2001 reflects the financial position of IPC after giving effect to the transfer of the assets and liabilities, in exchange for notes receivable and assumes the transfer took place on March 31, 2001 at the historical book value on that date. The Pro Forma Consolidated Statements of Income for the fiscal year ended December 31, 2000 and the three months ended March 31, 2001 assume that the transfer occurred at the beginning of the respective periods and that the notes receivable received by IPC equal the historical book value of the net assets on such dates. The unaudited pro forma consolidated financial statements presented herein are shown for illustrative purposes only and are not necessarily indicative of the future financial position or future results of operations of IPC, or of the financial position or results of operations of IPC that would have actually occurred had the transaction been in effect as of the date or for the periods presented. The unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements and related notes of IPC. (a) Exhibits. No. Description 2 Agreement Dated June 11, 2001 between Idaho Power Company and IDACORP Energy L.P. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IDAHO POWER COMPANY Dated: June 26, 2001 By: /s/ Darrel T. Anderson Darrel T. Anderson Vice President - Finance and Treasurer PRO FORMA FINANCIAL INFORMATION Idaho Power Company Pro Forma Consolidated Statements of Income For the three months ended March 31, 2001 (Unaudited) Historical Pro Forma Financial Adjustments Pro Forma Statements (a) (b) Results (Thousands of Dollars) REVENUES: General business $ 133,121 $ - $ - $ 133,121 Off system sales 55,249 - - 55,249 Other revenues 11,946 - - 11,946 Total revenues 200,316 - - 200,316 EXPENSES: Operation: Purchased power 125,287 - - 125,287 Fuel expense 25,247 - - 25,247 Power cost adjustment (58,246) - - (58,246) Other 37,466 - - 37,466 Maintenance 11,681 - - 11,681 Depreciation 20,952 - - 20,952 Taxes other than income taxes 5,235 - - 5,235 Total expenses 167,622 - - 167,622 INCOME FROM OPERATIONS 32,694 - - 32,694 OTHER INCOME: Allowance for equity funds used during construction 225 - - 225 Energy marketing activities - Net 38,125 (38,125) - - Other - Net 4,788 (126) 474 5,136 Total other income 43,138 (38,251) 474 5,361 INTEREST CHARGES: Interest on long-term debt 13,423 - - 13,423 Other interest 2,216 - - 2,216 Allowance for borrowed funds used during construction (1,164) - - (1,164) Total interest charges 14,475 - - 14,475 INCOME BEFORE INCOME TAXES 61,357 (38,251) 474 23,580 INCOME TAXES 23,132 (15,377) 187 7,942 NET INCOME 38,225 (22,874) 287 15,638 Dividends on preferred stock 1,461 - - 1,461 EARNINGS ON COMMON STOCK $ 36,764 $ (22,874) $ 287 $ 14,177 (a) To eliminate Energy Marketing for the entire period. (b) To record interest income on the pro forma notes receivable and the related pro forma tax effect for the entire period. Idaho Power Company Pro Forma Consolidated Statements of Income For the year ended December 31, 2000 (Unaudited) Historical Pro Forma Financial Adjustments Pro Forma Statements (a) (b) Results (Thousands of Dollars) REVENUES: General business $ 565,357 $ - $ - $ 565,357 Off system sales 229,986 - - 229,986 Other revenues 40,319 - - 40,319 Total revenues 835,662 - - 835,662 EXPENSES: Operation: Purchased power 398,649 - - 398,649 Fuel expense 94,215 - - 94,215 Power cost adjustment (120,688) - - (120,688) Other 146,424 - - 146,424 Maintenance 46,973 - - 46,973 Depreciation 80,287 - - 80,287 Taxes other than income taxes 20,166 - - 20,166 Total expenses 666,026 - - 666,026 INCOME FROM OPERATIONS 169,636 - - 169,636 OTHER INCOME: Allowance for equity funds used during construction 2,565 - - 2,565 Energy marketing activities - Net 92,637 (92,637) - - Other - Net 13,669 (2,227) 213 11,655 Total other income 108,871 (94,864) 213 14,220 INTEREST CHARGES: Interest on long-term debt 53,253 - - 53,253 Other interest 4,544 - - 4,544 Allowance for borrowed funds used during construction (2,346) - - (2,346) Total interest charges 55,451 - - 55,451 INCOME BEFORE INCOME TAXES 223,056 (94,864) 213 128,405 INCOME TAXES 85,568 (38,135) 84 47,517 NET INCOME 137,488 (56,729) 129 80,888 Dividends on preferred stock 5,929 - - 5,929 EARNINGS ON COMMON STOCK $ 131,559 $ (56,729) $ 129 $ 74,959 (a) To eliminate Energy Marketing for the entire period. (b) To record interest income on the pro forma notes receivable and the related pro forma tax effect for the entire period. Idaho Power Company Pro Forma Consolidated Balance Sheets March 31, 2001 (Unaudited) Historical Pro Forma Reclass- Financial Adjustments ifications Pro Forma Statements (a) (b) Results (Thousands of Dollars) ELECTRIC PLANT: In service (at original cost) $ 2,842,782 $ (116) $ - $ 2,842,666 Accumulated provision for depreciation (1,163,037) 11 - (1,163,026) In service - Net 1,679,745 (105) - 1,679,640 Construction work in progress 140,118 (446) - 139,672 Held for future use 2,166 - - 2,166 Electric plant - Net 1,822,029 (551) - 1,821,478 INVESTMENTS AND OTHER PROPERTY 19,767 (864) - 18,903 CURRENT ASSETS: Cash and cash equivalents 9,774 - - 9,774 Receivables: - Customer 245,818 (170,639) (27,534) 47,645 Allowance for uncollectible accounts (43,253) 41,856 - (1,397) Notes 2,933 - - 2,933 Employee notes 4,515 - - 4,515 Related parties 391 95,320 27,534 123,245 Other 6,157 - - 6,157 Energy marketing assets 614,732 (614,732) - - Derivative assets 128,304 - - 128,304 Taxes receivable 21,359 - - 21,359 Accrued unbilled revenues 29,857 - - 29,857 Materials and supplies (at average cost) 26,063 - - 26,063 Fuel stock (at average cost) 8,150 - - 8,150 Prepayments 26,458 - - 26,458 Regulatory assets associated with income taxes 12,823 - - 12,823 Regulatory assets - derivatives 40,455 - - 40,455 Total current assets 1,134,536 (648,195) - 486,341 DEFERRED DEBITS: American Falls and Milner water rights 31,585 - - 31,585 Company-owned life insurance 39,625 - - 39,625 Energy marketing assets - long-term 127,657 (127,657) - - Regulatory assets associated with income taxes 202,462 - - 202,462 Regulatory assets - PCA 179,847 - - 179,847 Regulatory assets - long- term derivatives 42,503 - - 42,503 Regulatory assets - other 44,055 - - 44,055 Other 52,869 (185) - 52,684 Total deferred debits 720,603 (127,842) - 592,761 TOTAL $ 3,696,935 $ (777,452) $ - $ 2,919,483 (a) To record the transfer of assets related to the Company's Energy Marketing business as of March 31, 2001, and to record a pro forma receivable from IDACORP, Inc. for the net assets transferred. (b) To reclassify related party accounts receivable from the Energy Marketing business as of March 31, 2001. Idaho Power Company Pro Forma Consolidated Balance Sheets March 31, 2001 (Unaudited) Historical Financial Pro Forma Reclass- Pro Forma Statements Adjustments ifications Results (a) (b) (Thousands of Dollars) CAPITALIZATION: Common stock equity: Common stock, $2.50 par value (50,000,000 shares authorized; 37,612,351 shares outstanding) $ 94,031 $ - $ - $ 94,031 Premium on capital stock 362,509 - - 362,509 Capital stock expense (4,051) - - (4,051) Retained earnings 333,100 - - 333,100 Accumulated other comprehensive income (loss) (2,768) - - (2,768) Total common stock equity 782,821 - - 782,821 Preferred stock 104,766 - - 104,766 Long-term debt 854,199 - - 854,199 Total capitalization 1,741,786 - - 1,741,786 CURRENT LIABILITIES: Long-term debt due within one year 30,076 - - 30,076 Notes payable 127,800 - - 127,800 Accounts payable 201,618 (147,219) (23,321) 31,078 Notes and accounts payable to related parties 29,491 - 23,321 52,812 Energy marketing liabilities 526,951 (526,951) - - Derivative liabilities 168,759 - - 168,759 Interest accrued 16,969 - - 16,969 Deferred income taxes 12,823 - - 12,823 Other 17,078 (857) - 16,221 Total current liabilities 1,131,565 (675,027) - 456,538 DEFERRED CREDITS: Regulatory liabilities associated with deferred investment tax credits 66,409 - - 66,409 Deferred income taxes 509,933 - - 509,933 Energy marketing liabilities - long-term 102,425 (102,425) - - Derivative liabilities - long-term 42,503 - - 42,503 Regulatory liabilities associated with income taxes 40,539 - - 40,539 Regulatory liabilities - other 4,668 - - 4,668 Other 57,107 - - 57,107 Total deferred credits 823,584 (102,425) - 721,159 COMMITMENTS AND CONTINGENT LIABILITIES TOTAL $ 3,696,935 $ (777,452) $ - $ 2,919,483 (a) To record the transfer of liabilities related to the Company's Energy Marketing business as of March 31, 2001. (b) To reclassify related party accounts payable to the Energy Marketing business as of March 31, 2001. EX-2 2 ex2.txt Exhibit 2 AGREEMENT This Agreement is made and entered into as of the 11th day of June, 2001 by and between Idaho Power Company ("IPC"), an Idaho corporation and IDACORP Energy L.P. (formerly named IDACORP Energy Solutions L.P.), a Delaware limited partnership ("IDACORP Energy"). WITNESSETH: WHEREAS, IPC has entered into a number of contracts relating to the purchase, sale and exchange of power on the wholesale electricity market by its energy marketing division; and WHEREAS, IPC desires to assign all of said contracts, plus its current accounts receivable and accounts payable relating to such wholesale electricity trading (collectively, the "Assigned Contracts"), to IDACORP Energy, and IDACORP Energy wishes to assume, all of IPC's rights, interests, obligations and duties under the Assigned Contracts in exchange for a 95% limited partnership interest in IDACORP Energy. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: Section 1. Assignment. For and in consideration of a 95% limited partnership interest in IDACORP Energy and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IPC hereby assigns and transfers all of IPC's right, title and interest in the Assigned Contracts to IDACORP Energy and hereby delegates all of IPC's duties and obligations under the Assigned Contracts to IDACORP Energy. Section 2. Assumption. IDACORP Energy hereby accepts the assignment and transfer of IPC's right, title and interest in the Assigned Contracts and the delegation of IPC's obligations and duties under the Assigned Contracts and hereby agrees, from and after the date of this Agreement, to be bound by the terms of the Assigned Contracts and to perform all of IPC's payment and other obligations under, arising out of, or relating to the Assigned Contracts in accordance with the terms and conditions thereof. Section 3. Representations and Warranties. A.IPC makes the following representations and warranties: (i) IPC is a corporation duly organized, validly existing and in good standing under the laws of Idaho. (ii) IPC has the corporate power and authority to carry on the business in which it is engaged and to assign and transfer the Assigned Contracts to IDACORP Energy as contemplated herein. (iii) The execution and delivery of this Agreement by IPC and any related certificates or instruments have been duly authorized by all necessary corporate action and constitute the legal, valid and binding obligations of IPC enforceable in accordance with their respective terms. (iv) The execution and delivery of this Agreement and any related certificates or instruments do not, and the performance of the terms hereof and thereof will not, contravene any provision of existing law or regulations, or of the charter or by-laws of IPC, and will not conflict with or result in any breach of the terms, conditions or provisions of, or constitute a default under, or result in or permit the creation or imposition of any lien, charge or encumbrance upon any of the properties of IPC pursuant to, any indenture, mortgage, or other agreement or instrument or any judgment, decree, order or decision to which IPC is a party or by which it is bound. (v) Under existing law, no approval, authorization, license, permit or other action by or filing with, any federal, state, municipal or other governmental commission, board or agency is required in connection with the execution and delivery by IPC of this Agreement and the assignment and transfer of the Assigned Contracts as contemplated herein, other than notifications that will be filed by IPC with the Idaho Public Utilities Commission and the Oregon Public Utility Commission. (vi) The officer executing this Agreement is duly authorized by IPC and IPC has full power and authority to execute this Agreement and any related certificates or instruments and to make the warranties and representations contained herein. B. IDACORP Energy makes the following representations and warranties: (i) IDACORP Energy is a limited partnership duly organized, validly existing and in good standing under the laws of Delaware. (ii) IDACORP Energy has the power and authority to carry on the business in which it is engaged and to grant to IPC a 95% limited partner interest in IDACORP Energy as contemplated herein. (iii) The execution and delivery of this Agreement by IDACORP Energy and any related certificates or instruments have been duly authorized and constitute the legal, valid and binding obligations of IDACORP Energy enforceable in accordance with their respective terms. (iv) The execution and delivery of this Agreement and any related certificates or instruments do not, and the performance of the terms hereof and thereof will not, contravene any provision of existing law or regulations, or of the limited partnership agreement of IDACORP Energy, and will not conflict with or result in any breach of the terms, conditions or provisions of, or constitute a default under, or result in or permit the creation or imposition of any lien, charge or encumbrance upon any of the properties of IDACORP Energy pursuant to, any indenture, mortgage, or other agreement or instrument or any judgment, decree, order or decision to which IDACORP Energy is a party or by which it is bound. (v) Under existing law, no approval, authorization, license, permit or other action by or filing with, any federal, state, municipal or other governmental commission, board or agency is required in connection with the execution of this Agreement by IDACORP Energy, the assumption of the Assigned Contracts and the grant to IPC of a 95% limited partner interest in IDACORP Energy as contemplated (vi) The officer executing this Agreement is duly authorized by IDACORP Energy and IDACORP Energy has full power and authority to execute this Agreement and any related certificates or instruments and to make the warranties and representations contained herein. Section 4. Compliance. IPC and IDACORP Energy understand and agree that the assignment and assumption of the Assigned Contracts hereunder are intended to qualify with, and will be treated as a capital contribution to IDACORP Energy under, Section 721 of the Internal Revenue Code. Section 5. Cooperation. IPC hereby agrees to execute and deliver and to do or make any and all instruments, papers, acts or things, supplemental, confirmatory or otherwise, as reasonably may be required by IDACORP Energy for the purpose of perfecting and completing the assignment and transfer of the Assigned Contracts. Section 6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors in interest and assigns. Section 7. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Idaho applicable to contracts to be performed wholly therein, without giving effect to any conflicts of law principles or cases. Section 8. Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which shall be deemed to be part of one and the same original document. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date and year first above written. IDAHO POWER COMPANY By:/s/Jan B. Packwood Jan B. Packwood President & Chief Executive Officer IDACORP ENERGY L.P. By:/s/ Richard Riazzi Richard Riazzi Senior Vice President - Generation & Marketing of IDACORP, Inc., the sole General Partner of IDACORP Energy L.P. -----END PRIVACY-ENHANCED MESSAGE-----