-----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, KOmESW6utyDMUV0ELNOy+cFOSJIywoM6IThWIMxUsZCB8NuREHDA6COyXHb7TUsG kYJDeA79EDlbgNFD3k2cXA== 0001059025-00-000002.txt : 20000508 0001059025-00-000002.hdr.sgml : 20000508 ACCESSION NUMBER: 0001059025-00-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESI TRACTEBEL FUNDING CORP CENTRAL INDEX KEY: 0000934665 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 043255377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-87902 FILM NUMBER: 620424 BUSINESS ADDRESS: STREET 1: C/O FPL ENERGY INC STREET 2: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408-2683 BUSINESS PHONE: 5616917171 MAIL ADDRESS: STREET 1: C/O FPL ENERGY INC STREET 2: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408-2683 FORMER COMPANY: FORMER CONFORMED NAME: IEC FUNDING CORP DATE OF NAME CHANGE: 19941227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH JERSEY ENERGY ASSOCIATES CENTRAL INDEX KEY: 0000934666 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042955646 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-87902-01 FILM NUMBER: 620425 BUSINESS ADDRESS: STREET 1: C/O FPL ENERGY INC STREET 2: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408-2683 BUSINESS PHONE: 5616917171 MAIL ADDRESS: STREET 1: C/O FPL ENERGY INC STREET 2: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408-2683 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST ENERGY ASSOCIATES CENTRAL INDEX KEY: 0000934667 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042955642 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-87902-02 FILM NUMBER: 620426 BUSINESS ADDRESS: STREET 1: C/O FPL ENERGY INC STREET 2: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408-2683 BUSINESS PHONE: 5616917171 MAIL ADDRESS: STREET 1: C/O FPL ENERGY INC STREET 2: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408-2683 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST ENERGY LP CENTRAL INDEX KEY: 0001059025 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 650811248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-52397-01 FILM NUMBER: 620427 BUSINESS ADDRESS: STREET 1: C/O FPL ENERGY INC STREET 2: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408-2683 BUSINESS PHONE: 5616917171 MAIL ADDRESS: STREET 1: C/O FPL ENERGY INC STREET 2: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408-2683 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESI TRACTEBEL ACQUISITION CORP CENTRAL INDEX KEY: 0001059027 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 650827005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-52397 FILM NUMBER: 620428 BUSINESS ADDRESS: STREET 1: C/O FPL ENERGY INC STREET 2: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408-2683 BUSINESS PHONE: 5616917171 MAIL ADDRESS: STREET 1: C/O FPL ENERGY INC STREET 2: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408-2683 10-Q 1 ESI TRACT FUND NEA NJEA ESI TRACT ACQ NE LP 3/31/00 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Exact name of Registrants as specified in their charters, State of Incorporation, IRS Employer Commission address of principal executive offices and Identification File Number Registrants' telephone number Number - ----------- ------------------------------------------ -------------- 33-87902 ESI Tractebel Funding Corp. 04-3255377 (a Delaware corporation) 33-87902-02 Northeast Energy Associates, 04-2955642 A Limited Partnership (a Massachusetts limited partnership) 33-87902-01 North Jersey Energy Associates, 04-2955646 A Limited Partnership (a New Jersey limited partnership) 333-52397 ESI Tractebel Acquisition Corp. 65-0827005 (a Delaware corporation) 333-52397-01 Northeast Energy, LP 65-0811248 (a Delaware limited partnership) ------------------------------------------ c/o FPL Energy, LLC 700 Universe Boulevard Juno Beach, Florida 33408-2683 (561) 691-7171 Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) have been subject to such filing requirements for the past 90 days. Yes X No ___ APPLICABLE ONLY TO CORPORATE ISSUERS: As of March 31, 2000, there were issued and outstanding 10,000 shares of ESI Tractebel Funding Corp.'s common stock. As of March 31, 2000, there were issued 20 shares of ESI Tractebel Acquisition Corp.'s common stock. ---------------------------------- This combined Form 10-Q represents separate filings by ESI Tractebel Funding Corp., Northeast Energy Associates, A Limited Partnership, North Jersey Energy Associates, A Limited Partnership, ESI Tractebel Acquisition Corp. and Northeast Energy, LP. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to any other registrant. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), ESI Tractebel Funding Corp. (Funding Corp.), Northeast Energy Associates, A Limited Partnership (NEA) and North Jersey Energy Associates, A Limited Partnership (NJEA) (collectively, the Partnerships), ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP) (all five entities collectively, the Registrants) are hereby filing cautionary statements identifying important factors that could cause the Registrants' actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the Registrants in this combined Form 10-Q, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as will likely result, are expected to, will continue, is anticipated, estimated, projection, outlook) are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors that could cause the Registrants' actual results to differ materially from those contained in forward-looking statements made by or on behalf of the Registrants. Any forward-looking statement speaks only as of the date on which such statement is made, and the Registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Some important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements include changes in laws or regulations, changing governmental policies and regulatory actions, including those of the Federal Energy Regulatory Commission and the Public Utility Regulatory Policies Act of 1978, as amended, acquisition, disposal, depreciation and amortization of assets and facilities, operation and construction of plant facilities, recovery of fuel and purchased power costs, and present or prospective competition. The business and profitability of the Registrants are also influenced by economic and geographic factors including political and economic risks, changes in and compliance with environmental and safety laws and policies, weather conditions, population growth rates and demographic patterns, competition for retail and wholesale customers, availability, pricing and transportation of fuel and other energy commodities, market demand for energy from plants or facilities, changes in tax rates or policies or in rates of inflation or in accounting standards, unanticipated delays or changes in costs for capital projects, unanticipated changes in operating expenses and capital expenditures, capital market conditions, competition for new energy development opportunities and legal and administrative proceedings (whether civil, such as environmental, or criminal) and settlements. All such factors are difficult to predict, contain uncertainties which may materially affect actual results, and are beyond the control of the Registrants. PART I - FINANCIAL INFORMATION Item 1. Financial Statements NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Thousands of Dollars) (Unaudited)
March 31, December 31, 2000 1999 ASSETS Current assets: Cash and cash equivalents ........................................................ $ 67,215 $ 33,085 Accounts receivable .............................................................. 40,928 32,332 Due from related party ........................................................... 22 152 Spare parts inventories .......................................................... 9,977 9,977 Fuel inventories ................................................................. 514 4,361 Prepaid expenses and other current assets ........................................ 782 335 Total current assets ........................................................... 119,438 80,242 Non-current assets: Deferred debt issuance costs (net of accumulated amortization of $1,337 and $1,179, respectively) .......................................................... 5,623 5,781 Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $48,271 and $42,807, respectively) ............................. 465,401 470,851 Power purchase agreements (net of accumulated amortization of $112,920 and and $99,811, respectively) ..................................................... 775,836 788,945 Other assets ..................................................................... 37 39 Total non-current assets ....................................................... 1,246,897 1,265,616 TOTAL ASSETS ....................................................................... $1,366,335 $1,345,858 LIABILITIES AND PARTNERS' EQUITY Current liabilities: Current portion of notes payable - the Funding Corp. ............................. $ 26,333 $ 26,333 Accounts payable ................................................................. 16,163 16,745 Accrued interest payable ......................................................... 14,891 - Due to related parties ........................................................... 4,522 1,306 Other accrued expenses ........................................................... 7,610 6,974 Total current liabilities ...................................................... 69,519 51,358 Non-current liabilities: Deferred credit - fuel contracts ................................................. 287,369 292,581 Notes payable - the Funding Corp. ................................................ 418,880 418,880 Note payable - the Acquisition Corp. ............................................. 220,000 220,000 Amounts due utilities for energy bank balances ................................... 166,872 168,885 Total non-current liabilities .................................................. 1,093,121 1,100,346 Partners' equity: General partners ................................................................. 4,074 3,882 Limited partners ................................................................. 199,621 190,272 Total partners' equity ......................................................... 203,695 194,154 COMMITMENTS AND CONTINGENCIES TOTAL LIABILITIES AND PARTNERS' EQUITY ............................................. $1,366,335 $1,345,858
This report should be read in conjunction with the Notes to Consolidated Financial Statements on page 11 herein and the Notes to Consolidated and Combined Financial Statements appearing in the combined Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (1999 Form 10-K) for NE LP. NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Thousands of Dollars) (Unaudited) Three Months Ended March 31, 2000 1999 REVENUES ................................ $ 90,102 $ 90,332 COSTS AND EXPENSES: Fuel .................................. 37,120 35,540 Operations and maintenance ............ 3,516 3,928 Depreciation and amortization ......... 18,573 18,272 General and administrative ............ 2,286 2,335 Total costs and expenses ............ 61,495 60,075 OPERATING INCOME ........................ 28,607 30,257 OTHER EXPENSE (INCOME): Amortization of debt issuance costs ... 157 158 Interest expense ...................... 19,239 19,774 Interest income ....................... (330) (464) Total other expense - net ........... 19,066 19,468 NET INCOME............................... $ 9,541 $ 10,789 This report should be read in conjunction with the Notes to Consolidated Financial Statements on page 11 herein and the Notes to Consolidated and Combined Financial Statements appearing in the 1999 Form 10-K for NE LP. NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands of Dollars) (Unaudited) Three Months Ended March 31, 2000 1999 NET CASH PROVIDED BY OPERATING ACTIVITIES ... $ 34,130 $ 25,020 CASH FLOWS FROM INVESTING ACTIVITIES ........ - - CASH FLOWS FROM FINANCING ACTIVITIES ........ - - Net increase in cash and cash equivalents ... 34,130 25,020 Cash and cash equivalents at beginning of period 33,085 36,038 Cash and cash equivalents at end of period .. $ 67,215 $ 61,058 This report should be read in conjunction with the Notes to Consolidated Financial Statements on page 11 herein and the Notes to Consolidated and Combined Financial Statements appearing in the 1999 Form 10-K for NE LP. NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP COMBINED BALANCE SHEETS (Thousands of Dollars) (Unaudited)
March 31, December 31, 2000 1999 ASSETS Current assets: Cash and cash equivalents ......................................................... $ 66,233 $ 32,144 Accounts receivable ............................................................... 40,928 32,332 Due from related party ............................................................ 22 152 Spare parts inventories ........................................................... 9,977 9,977 Fuel inventories .................................................................. 514 4,361 Prepaid expenses and other current assets ......................................... 782 301 Total current assets ............................................................ 118,456 79,267 Non-current assets: Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $48,271 and $42,807, respectively) .............................. 465,401 470,851 Power purchase agreements (net of accumulated amortization of $112,920 and $99,811, respectively) .......................................................... 775,836 788,945 Other assets ...................................................................... 37 39 Total non-current assets ........................................................ 1,241,274 1,259,835 TOTAL ASSETS ........................................................................ $1,359,730 $1,339,102 LIABILITIES AND PARTNERS' EQUITY Current liabilities: Current portion of notes payable - the Funding Corp. .............................. $ 26,333 $ 26,333 Accounts payable .................................................................. 16,163 16,745 Accrued interest payable .......................................................... 10,496 - Due to related parties ............................................................ 4,383 1,167 Other accrued expenses ............................................................ 7,610 6,974 Total current liabilities ....................................................... 64,985 51,219 Non-current liabilities: Deferred credit - fuel contracts .................................................. 287,369 292,581 Notes payable - the Funding Corp. ................................................. 418,880 418,880 Amounts due utilities for energy bank balances .................................... 166,872 168,885 Total non-current liabilities ................................................... 873,121 880,346 Partners' equity: General partner ................................................................... 4,216 4,075 Limited partners .................................................................. 417,408 403,462 Total partners' equity .......................................................... 421,624 407,537 COMMITMENTS AND CONTINGENCIES TOTAL LIABILITIES AND PARTNERS' EQUITY .............................................. $1,359,730 $1,339,102
This report should be read in conjunction with the Notes to Combined Financial Statements on page 11 herein and the Notes to Consolidated and Combined Financial Statements appearing in the 1999 Form 10-K for NEA and NJEA. NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP COMBINED STATEMENTS OF OPERATIONS (Thousands of Dollars) (Unaudited) Three Months Ended March 31, 2000 1999 REVENUES ................................. $ 90,102 $ 90,332 COSTS AND EXPENSES: Fuel .................................. 37,120 35,540 Operations and maintenance ............ 3,516 3,928 Depreciation and amortization ......... 18,573 18,272 General and administrative ............ 2,286 2,335 Total costs and expenses ............ 61,495 60,075 OPERATING INCOME ........................ 28,607 30,257 OTHER EXPENSE (INCOME): Interest expense ...................... 14,843 15,379 Interest income ....................... (323) (428) Total other expense - net ........... 14,520 14,951 NET INCOME............................... $ 14,087 $ 15,306 This report should be read in conjunction with the Notes to Combined Financial Statements on page 11 herein and the Notes to Consolidated and Combined Financial Statements appearing in the 1999 Form 10-K for NEA and NJEA. NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP COMBINED STATEMENTS OF CASH FLOWS (Thousands of Dollars) (Unaudited) Three Months Ended March 31, 2000 1999 NET CASH PROVIDED BY OPERATING ACTIVITIES ... $ 34,089 $ 24,983 CASH FLOWS FROM INVESTING ACTIVITIES ........ - - CASH FLOWS FROM FINANCING ACTIVITIES ........ - - Net increase in cash and cash equivalents ... 34,089 24,983 Cash and cash equivalents at beginning of period 32,144 35,152 Cash and cash equivalents at end of period .. $ 66,233 $ 60,135 This report should be read in conjunction with the Notes to Combined Financial Statements on page 11 herein and the Notes to Consolidated and Combined Financial Statements appearing in the 1999 Form 10-K for NEA and NJEA. ESI TRACTEBEL FUNDING CORP. BALANCE SHEETS (Thousands of Dollars) (Unaudited)
March 31, December 31, 2000 1999 ASSETS Current assets: Cash .............................................................................. $ 1 $ 1 Interest receivable from the Partnerships ......................................... 10,496 - Current portion of notes receivable from the Partnerships ......................... 26,333 26,333 Total current assets ............................................................ 36,830 26,334 Notes receivable from the Partnerships .............................................. 418,880 418,880 TOTAL ASSETS ........................................................................ $ 455,710 $ 445,214 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of securities payable ............................................. $ 26,333 $ 26,333 Accrued interest .................................................................. 10,496 - Total current liabilities ....................................................... 36,829 26,333 Securities payable .................................................................. 418,880 418,880 Stockholders' equity: Common stock, no par value, 10,000 shares authorized, issued and outstanding ...... 1 1 COMMITMENTS AND CONTINGENCIES TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .......................................... $ 455,710 $ 445,214
STATEMENTS OF OPERATIONS (Thousands of Dollars) (Unaudited) Three Months Ended March 31, 2000 1999 Interest income ..................... $ 10,496 $ 10,991 Interest expense .................... (10,496) (10,991) NET INCOME .......................... $ - $ - These reports should be read in conjunction with the Notes to Financial Statements on page 11 herein and the Notes to Financial Statements appearing in the 1999 Form 10-K for the Funding Corp. ESI TRACTEBEL ACQUISITION CORP. BALANCE SHEETS (Thousands of Dollars) (Unaudited)
March 31, December 31, 2000 1999 ASSETS Current assets: Interest receivable from NE LP...................................................... $ 4,396 $ - Due from NE LP ....................................................................... 152 152 Note receivable from NE LP ........................................................... 220,000 220,000 TOTAL ASSETS ......................................................................... $224,548 $220,152 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Income taxes payable ............................................................... $ 10 $ 9 Accrued interest ................................................................... 4,396 - Total current liabilities ........................................................ 4,406 9 Deferred credit - interest rate hedge ................................................ 123 126 Securities payable ................................................................... 220,000 220,000 Stockholders' equity: Common stock, $.10 par value, 100 shares authorized, 20 shares issued .............. - - Subscriptions receivable ........................................................... - - Retained earnings .................................................................. 19 17 COMMITMENTS AND CONTINGENCIES TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........................................... $224,548 $220,152
STATEMENTS OF OPERATIONS (Thousands of Dollars) (Unaudited) Three Months Ended March 31, 2000 1999 Interest income ................... $ 4,396 $ 4,396 Interest expense .................. (4,393) (4,393) Income before income taxes ........ 3 3 Income tax expense ................ (1) (1) NET INCOME ........................ $ 2 $ 2 These reports should be read in conjunction with the Notes to Financial Statements on page 11 herein and the Notes to Financial Statements appearing in the 1999 Form 10-K for the Acquisition Corp. NORTHEAST ENERGY, LP NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP ESI TRACTEBEL FUNDING CORP. ESI TRACTEBEL ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTES TO COMBINED FINANCIAL STATEMENTS NOTES TO FINANCIAL STATEMENTS (Unaudited) The accompanying consolidated financial statements, combined financial statements and financial statements should be read in conjunction with the 1999 Form 10-K for the Registrants. In the opinion of the Registrants' management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The Funding Corp. and the Acquisition Corp. had no cash transactions for the three months ended March 31, 2000 and 1999 and therefore have not presented a statement of cash flows. The results of operations for an interim period may not give a true indication of results for the year. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion should be read in conjunction with the Notes to Consolidated Financial Statements, Notes to Combined Financial Statements and Notes to Financial Statements contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 1999 Form 10-K for the Registrants. The results of operations for an interim period may not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year. Results of Operations NE LP and the Partnerships - Revenues decreased as a result of slightly lower availability at both the Bellingham, MA and Sayreville, NJ facilities. Availability was lower primarily because of a combination of weather conditions and minor forced curtailment. Revenues include power sales to utilities which reflect changes in utility energy bank balances. The changes in the energy bank balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements. Fuel expense, excluding $5.2 million of deferred credit amortization for fuel contracts for the periods ended March 31, 2000 and 1999, increased primarily as a result of the increased price of natural gas required to fuel the facilities. Operations and maintenance expense decreased primarily as a result of reduced costs incurred by the new operator of the facilities. The previous operator was retained for January 1999 to allow for the transitioning of the new operator's personnel but at an increased cost when compared to the costs charged by the new operator in January 2000. Interest expense of NE LP and the Partnerships decreased as a result of decreasing principal balances on the notes payable. The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. are scheduled to make semi-annual debt and/or interest payments on June 30 and December 30, 2000. Interest expense for the Funding Corp. decreased as a result of decreasing principal balances on the securities payable. Liquidity and Capital Resources The Registrants - Cash flow generated by the Partnerships year to date has been and is expected to remain sufficient for at least the next twelve months to fund operating expenses of the Registrants as well as fund the debt service requirements of the Funding Corp. and the Acquisition Corp. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description ----------- ----------- 27.1 Financial Data Schedule - ESI Tractebel Funding Corp. 27.2 Financial Data Schedule - Northeast Energy Associates, A Limited Partnership 27.3 Financial Data Schedule - North Jersey Energy Associates, A Limited Partnership 27.4 Financial Data Schedule - ESI Tractebel Acquisition Corp. 27.5 Financial Data Schedule - Northeast Energy, LP (b) Reports On Form 8-K - None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (ESI Northeast Energy GP, Inc. as Administrative General Partner) NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (ESI Northeast Energy GP, Inc. as Administrative General Partner) NORTHEAST ENERGY, LP (ESI Northeast Energy GP, Inc. as Administrative General Partner) ESI TRACTEBEL FUNDING CORP. ESI TRACTEBEL ACQUISITION CORP. (Registrants) Date: May 5, 2000 DILEK L. SAMIL ----------------------------------------- Dilek L. Samil Treasurer of ESI Northeast Energy GP, Inc. Treasurer of ESI Tractebel Funding Corp. Treasurer of ESI Tractebel Acquisition Corp. (Principal Financial and Principal Accounting Officer of the Registrants ) EX-27.1 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from ESI Tractebel Funding Corp.'s balance sheet as of March 31, 2000 and statement of operations for the period ended March 31, 2000 and is qualified in its entirety by reference to such financial statements. 0000934665 ESI Tractebel Funding Corp. 1,000 U.S. DOLLARS JAN-1-2000 3-MOS DEC-31-1999 MAR-31-2000 1 $1 $0 $36,829 $0 $0 $36,830 $0 $0 $455,710 $36,829 $418,880 $0 $0 $1 $0 $455,710 $0 $10,496 $0 $0 $0 $0 $10,496 $0 $0 $0 $0 $0 $0 $0 $0 $0
EX-27.2 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Northeast Energy Associates, A Limited Partnership and North Jersey Energy Associates, A Limited Partnership combined balance sheet as of March 31, 2000 and combined statement of operations for the period ended March 31, 2000 and is qualified in its entirety by reference to such financial statements. 0000934667 Northeast Energy Associates, A Limited Partnership 1,000 U.S. DOLLARS JAN-01-2000 3-MOS DEC-31-1999 MAR-31-2000 1 $66,233 $0 $40,928 $0 $9,977 $118,456 $513,672 $48,271 $1,359,730 $64,985 $418,880 $0 $0 $0 $421,624 $1,359,730 $90,102 $90,102 $0 $59,209 $1,963 $0 $14,843 $14,087 $0 $14,087 $0 $0 $0 $14,087 $0 $0
EX-27.3 4 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Northeast Energy Associates, A Limited Partnership and North Jersey Energy Associates, A Limited Partnership combined balance sheet as of March 31, 2000 and combined statement of operations for the period ended March 31, 2000 and is qualified in its entirety by reference to such financial statements. 0000934666 North Jersey Energy Associates, A Limited Partnership 1,000 U.S. DOLLARS JAN-01-2000 3-MOS DEC-31-1999 MAR-31-2000 1 $66,233 $0 $40,928 $0 $9,977 $118,456 $513,672 $48,271 $1,359,730 $64,985 $418,880 $0 $0 $0 $421,624 $1,359,730 $90,102 $90,102 $0 $59,209 $1,963 $0 $14,843 $14,087 $0 $14,087 $0 $0 $0 $14,087 $0 $0
EX-27.4 5 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from ESI Tractebel Acquisition Corp.'s balance sheet as of March 31, 2000 and statement of operations for the period ended March 31, 2000 and is qualified in its entirety by reference to such financial statements. 0001059027 ESI Tractebel Acquisition Corp. 1,000 U.S. DOLLARS JAN-01-2000 3-MOS DEC-31-1999 MAR-31-2000 1 $0 $0 $4,396 $0 $0 $4,396 $0 $0 $224,548 $4,406 $220,000 $0 $0 $0 $19 $224,548 $0 $4,396 $0 $0 $0 $0 $4,393 $3 $1 $2 $0 $0 $0 $2 $0 $0
EX-27.5 6 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the consolidated balance sheet as of March 31, 2000 and the consolidated statement of operations for the period ended March 31, 2000 of Northeast Energy, LP and is qualified in its entirety by reference to such financial statements. 0001059025 Northeast Energy, LP 1,000 U.S. DOLLARS JAN-01-2000 3-MOS DEC-31-1999 MAR-31-2000 1 $67,215 $0 $40,928 $0 $9,977 $119,438 $513,672 $48,271 $1,366,335 $69,519 $638,880 $0 $0 $0 $203,695 $1,366,335 $90,102 $90,102 $0 $59,209 $2,113 $0 $19,239 $9,541 $0 $9,541 $0 $0 $0 $9,541 $0 $0
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