U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the quarterly period ended March 31, 2000
New Century Energies, Inc.
(Name of Registered Holding Company)
1225 17th Street, Denver, Colorado 80202
(Address of Principal Executives Offices)
Inquires concerning this Form U-9C-3
may be directed to either:
Teresa S. Madden
Controller
New Century Energies, Inc.
1225 17th Street, Suite 500
Denver, CO 80202
(303) 294-2338
or
William M. Dudley
Associate General Counsel
New Century Energies, Inc.
1225 17th Street, Suite 600
Denver, CO 80202
(303) 294-2500
<PAGE>
NEW CENTURY ENERGIES, INC.
FORM U-9C-3
For the Quarter Ended March 31, 2000
Table of Contents
Page
Item 1. Organization Chart 1
Item 2. Issuances and Renewals of Securities and Capital Contributions 4
Item 3. Associated Transactions 4
Item 4. Summary of Aggregate Investment 6
Item 5. Other Investments 6
Item 6. Financial Statements and Exhibits 7
SIGNATURE 8
<PAGE>
Item 1. - ORGANIZATION CHART
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name of Energy or Percentage Nature
Reporting Gas Related Date of State of of Of
Company Company Organization Organization Voting Business
------- ----------- ------------ ------------ Securities
Held
<S> <C> <C> <C> <C> <C>
New Century Energies, Inc.("NCE")(a)
NC Enterprises, Inc. (a)
New Century-Cadence, Inc.(a) Energy August 28, 1997 CO 100% Holds energy-related
related company
Cadence Network, LLC Energy September 3,1997 DE 15% Energy management and
related consulting services; also
brokering and marketing
of energy commodities
The Planergy Group, Inc.(a) Energy January 2, 1990 TX 100% Holds energy-related
related companies
Planergy, Inc. (a) Energy August 19, 1977 TX 100% Energy management and
related consulting services
Planergy Services, Inc.(a) Energy July 30, 1987 DE 100% Energy management and
related consulting services
Utility Engineering Corporation Energy August 14, 1985 TX 100% Holds energy-related
related companies and is engaged
in engineering,design and
construction management,
and invests in/developing
cogeneration and
energy-related projects
Universal Utility Services Energy May 2, 1996 TX 100% Provides electric generation
Services Company related services/maintenance
Precision Resource Company Energy May 6, 1996 TX 100% Provides energy-contract
related personnel service
Quixx Corporation Energy August 14, 1985 TX 100% Invests in/developing
related cogeneration and
energy-related projects
Quixx Louisville, L.L.C. Energy March 14, 1994 DE 100% Owns and operates gas-fired
related boilers
Windpower Partners 1994, L.P.(LP) Energy December 30, 1994 DE 24.67% Owns and operates Wind
related generation facility
Quixx Mustang Station, Inc. Energy October 4, 1996 DE 100% Holds energy-related
related companies
Denver City Energy Associates, Energy November 6, 1996 DE 0.5% Owns interest in gas-fired
L.P./GP related combined facility, Mustang
Station
Quixx WPP94, Inc. Energy December 16, 1994 TX 100% Holds energy-related
related companies
Windpower Partners 1994,L.P.(GP) Energy December 30, 1994 TX 0.33% Operates Wind generation
related facility
Quixx Power Services, Inc. Energy October 13, 1993 TX 100% Operates/maintains
related cogeneration facilities
Quixx Resources, Inc. Energy December 8, 1995 NV 100% Holds energy-related
related companies
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Borger Energy Associates, L.P.(LP) Energy May 6, 1997 DE 44.5% Owns interest in gas-fired
related cogeneration facility,
Blackhawk station
Denver City Energy Associates, Energy November 6, 1996 DE 49.5% Owns interest in gas-fired
L.P.(LP) related combined facility, Mustang
station
Quixx Borger Cogen, Inc. Energy March 13, 1997 DE 100% Holds energy-related
related companies
Borger Energy Associates, Energy May 6, 1997 DE 0.45% Owns interest in gas-fired
L.P. (GP) related combined facility, Blackhawk
station
Quixxlin Corp. Energy July 16, 1997 DE 100% Holds energy-related
related companies
Quixx Linden, L.P. (GP) Energy June 25, 1996 TX 0.50% Owns and operates gas-fired
related cogeneration facility
Quixx Linden, L.P. (LP) Energy June 25, 1996 TX 49.5% Owns and operates gas-fired
related cogeneration facility
Natural Station Equipment, LLC Energy January 1, 1999 DE 100% Manufactures natural gas
related equipment
e prime, inc. Energy January 30, 1995 CO 100% Holds energy-related
related companies and engages in
energy marketing, trading
and providing energy
services
Young Gas Storage Company Energy July 6, 1993 DE 100% Hold energy-related company
related
Young Gas Storage Company Ltd. Energy June 30, 1993 CO 47.5% Owns & operates underground
related gas storage facilities
Texas-Ohio Pipeline, Inc. Energy June 22, 1990 TX 100% Owns and operates gas
related pipeline
Johnstown Cogeneration Company, Energy February 8, 1996 CO 50% Operates cogeneration
L.L.C. related facility
e prime Energy Marketing, Energy March 3, 1997 CO 100% Provides energy-related
Inc. (new) related services
e prime Florida, Inc. Energy October 18, 1999 CO 100% Provides retail gas
related marketing services
e prime Georgia, Inc. Energy June 10, 1999 GA 100% Provides retail gas
related marketing services
Public Service Company of Colorado
("PSCo")
Colorado Natural Fuels, LLC Energy December 17, 1999 CO 100% Hold energy-related companies
related
Natural Fuels Company, LLC Energy January 1, 1999 DE 100% Engages in natural gas
related distribution and provides
refueling station/natural
gas distribution equipment
</TABLE>
--------------------------------------------------------------------------------
(a) Directly and/or indirectly holds securities in energy-related companies.
LP: Limited Partner, GP: General Partner.
Narrative Description of Activities for Reporting Period
2
<PAGE>
New Century Cadence, Inc. - Exclusively in business of holding interest in
Cadence Network, LLC. Cadence Network, LLC provides a single source for both
energy management services and products designed to lower energy costs for
national companies that operate at multiple locations. During the 1st Quarter of
2000, Cadence Network, LLC sold preferred stock, which reduced New Century
Cadence, Inc. voting securities percentage from 33.3% to 15%.
The Planergy Group, Inc. and subsidiaries - The Planergy Group, Inc. consists
of two principal operating subsidiaries providing energy management,
consulting and demand side management services to industrial, commercial,
utility and municipal customers. The operating subsidiaries consist of
Planergy, Inc. and Planergy Services, Inc. Other subsidiaries that were
acquired are inactive or have no significant operations or employees.
Utility Engineering Corporation ("UE") - UE is engaged in engineering, design,
construction management and other miscellaneous services. UE currently has three
wholly-owned subsidiaries - Universal Utility Services Company, Precision
Resource Company, and Quixx Corporation ("Quixx"). Universal Utility Services
Company provides cooling tower maintenance and repair, certain other industrial
plant improvement services, and engineered maintenance of high voltage plant
electric equipment. Precision Resource Company provides contract professional
and technical resources for customers in the energy industrial sectors. On
January 1, 2000, UE acquired Quixx Corporation and its subsidiaries from NC
Enterprises at net book value, aggregate value of approximately $74 million.
Quixx's primary business is investing in and developing cogeneration and
energy-related projects. Quixx also holds water rights and certain other
non-utility assets. Quixx also finances the sale of heat pumps. Quixx currently
has several subsidiaries, most of which hold interests in various energy-related
investments.
Quixx Linden, L.P. - Quixx Linden, L.P. owns a 23 Mw natural gas fired
cogeneration facility in Linden, New Jersey. Quixxlin Corporation, a
wholly-owned subsidiary of Quixx, holds a 0.5% general partnership interest in
this partnership. This facility commenced cogeneration operations in October
1999. It is estimated that final completion of this facility will be in early
2000. Quixx also directly holds a 49.5% limited partnership interest in Quixx
Linden, L.P.
Colorado Natural Fuels, LLC - Colorado Natural Fuels, LLC was formed in December
1999 and owns 100% of Natural Fuels Company LLC ("NATCO"). NATCO is engaged in
the sale of compressed natural gas as a transportation fuel to retail markets
and the conversion of vehicles for natural gas usage. Colorado Natural Fuels,
LLC is a wholly-owned subsidiary of PSCo.
Natural Station Equipment LLC ("STATCO") - STATCO assembles, packages and sells
equipment (large compressors, heavy steel storage vessels, and fuel dispensers)
to the national and international natural gas industry for their construction
and operation of natural gas fueling stations.
e prime, inc.("e prime") - e prime provides energy related products and services
(directly and through its subsidiaries) which include, but are not limited to,
energy marketing and trading and energy consulting. Also, e prime owns Young Gas
Storage Company, which has a 47.5% interest in Young Gas Storage Company Ltd.
Johnstown Cogeneration Company, L.L.C. ("Johnstown") - Johnstown is electric
cogeneration facility which e prime owns a 50% general partnership interest.
3
<PAGE>
Item 2. - Issuances and Renewals of Securities and Capital Contribution
CAPITAL CONTRIBUTIONS:
Company Company Amount of
Contributing Receiving Capital
Capital Capital Contribution
------- ------- ------------
New Century-Cadence, Inc. Cadence Network, LLC $536,000
*Natural Fuels Corporation Colorado Natural Fuels, LLC $301,000
*This is a true-up of the December 31, 1999 restructuring transactions.
Item 3. - ASSOCIATED TRANSACTIONS
Part I. - Transactions performed by reporting companies on behalf of associate
companies (in thousands of dollars).
<TABLE>
<CAPTION>
Reporting Company Associate Company Types of Services Rendered Direct Indirect Cost Total
Rendering Receiving Costs Costs of Amount
Services Services Charged Charged Capital Billed
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
UE PSCo Engineering/Utility
Professional Services $9,765 $ - $ - $9,765
UE Southwestern Public Engineering/Utility 1,512 - - 1,512
Service Co. Professional Services
UE New Century Services, Engineering Professional 483 - - 483
Inc. Services
Colorado Natural PSCo Gas sales and gas equipment 25 - - 25
Fuels LLC. maintenance
e prime PSCo Electric energy purchased 977 - - 977
e prime Southwestern Public Gas purchased 15 - - 15
Service Co.
</TABLE>
4
<PAGE>
Part II. - Transactions performed by associate companies on behalf of reporting
companies (in thousands of dollars).
<TABLE>
<CAPTION>
Reporting Associate
Company Company Types of Direct Indirect Cost Total
Receiving Rendering Services Costs Costs Of Amount
Services Services Rendered Charged Charged Capital Billed
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cadence Network, LLC New Century Services, Administrative support; mgmt $ 22 $ 3 $ - $ 25
Inc. services
Planergy Group New Century Services, Administrative support; mgmt 46 46 3 95
Inc. services
Quixx Linden, L.P. Quixx Power Services Power plant operating 348 - - 348
management fee and expenses
Quixx Linden, L.P. Quixx Corporation Partnership management fee 25 - - 25
Utility Engineering New Century Services, Administrative support; mgmt 475 450 23 948
Corporation Inc. services
Natural Station New Century Services, Administrative support; mgmt 48 20 - 68
Equipment, LLC Inc. services
Natural Station PSCo Utilities Services 2 - - 2
Equipment, LLC
Colorado Natural PSCo Gas transportation parts/ 54 - - 54
Fuels LLC. services
e prime, inc. New Century Services, Administrative support; mgmt 129 104 6 239
Inc. services
e prime, inc. PSCo Gas transportation services 2,799 - - 2,799
e prime, inc. PSCo Compressor - Usage 23 - - 23
</TABLE>
5
<PAGE>
Item 4. - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies: (in thousands)
Total consolidated capitalization as
of March 31, 2000 $5,563,721 Line 1
Total capitalization multiplied by 15%
(Line 1 multiplied by 0.15) 834,558 Line 2
Greater of $50 million or line 2 $834,558 Line 3
Total current aggregate investment:
(categorized by major line of energy-
related business)
Energy management services (Category I) 28,973
Compressed natural gas services
(Category III) 3,746
Brokering/Marketing services (Category V) 10,000
Developing/Ownership QF's (Category VIII) 3,413
-----
Total current aggregate investment 46,132 Line 4
--------
Difference between the greater of $50
million or 15% of capitalization and
the total aggregate investment of the
registered holding company system $788,426 Line 5
========
(line 3 less line 4)
Investments in gas-related companies:
NONE
Item 5. - OTHER INVESTMENTS (in thousands)
<TABLE>
<CAPTION>
Major Line Other Other
of Energy-Related Investment in Last Investment in This Reason for Difference in
Business (a) U-9C-3 Report U-9C-3 Report Other Investment
------------ ------------- ------------- ----------------
<S> <C> <C>
Brokering/Marketing services 27,199 $ 27,199
Engineering and related services 11,463 11,463
Developing/Ownership QF's 85,713 85,713
</TABLE>
(a) Investments for these reporting companies, prior to March 23, 1997, were
excluded from aggregate investments in Items 4. These reporting companies'
investments were subsidiaries, directly or indirectly, of NC Enterprises, which
were created in conjunction with the formation of NCE, effective August 1, 1997.
7
<PAGE>
Item 6. - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements:
Exhibit A-1 Financial statements of Cadence Network, LLC for the quarter
ended March 31, 2000 - filed under confidential treatment pursuant to Rule
104(b).
Exhibit A-2 Financial statements of the Planergy Group and subsidiaries
for the quarter ended March 31, 2000 - filed under confidential treatment
pursuant to Rule 104(b).
Exhibit A-3 Financial statements of Quixx Linden, L.P. for the quarter
ended March 31, 2000 - filed under confidential treatment pursuant to Rule
104(b).
Exhibit A-4 Financial statements of Utility Engineering Corporation and
subsidiaries for the quarter ended March 31, 2000 - filed under
confidential treatment pursuant to Rule 104(b).
Exhibit A-5 Financial statements of Natural Station Equipment LLC for the
quarter ended March 31, 2000 - filed under confidential treatment pursuant
to Rule 104(b).
Exhibit A-6 Financial statements of e prime, inc. and subsidiaries for the
quarter ended March 31, 2000 - filed under confidential treatment pursuant
to Rule 104(b).
Exhibit A-7 Financial statement of Johnstown Cogeneration Company, L.L.C.
for the quarter ended March 31, 2000 - filed under confidential treatment
pursuant to Rule 104(b).
Exhibit A-8 Financial statement of Colorado Natural Fuels, LLC for the
quarter ended March 31, 2000 - filed under confidential treatment pursuant
to Rule 104(b).
B. Exhibits:
NONE
8
<PAGE>
SIGNATURE
The undersigned registered holding company has duly caused this quarterly
report to be signed on its behalf by the undersigned officer thereunto duly
authorized pursuant to the requirements of the Public Utility Holding Company
Act of 1935.
New Century Energies, Inc.
By /s/ Teresa S. Madden
Teresa S. Madden
Controller
May 30, 2000
With the above signature, I also certify that the corresponding report on Form
U-9C-3 for the fourth quarter of 1999 was filed with New Century Energies,
Inc.'s interested state commissions whose names and addresses are listed below.
Public Utilities Commission of the State of Colorado
1580 Logan Street
Denver, CO 80203
Public Service Commission of Wyoming
Hansen Building, Suite 300
2515 Warren Avenue
Cheyenne, WY 82002
Public Utility Commission of Texas
1701 N. Congress Avenue
Austin, Texas 78711
New Mexico Public Regulation Commission
224 E. Palace Avenue
Santa Fe, NM 87503
Kansas Corporation Commission
1500 SW Arrowhead Road
Topeka, KS 66604
Oklahoma Corporation Commission
2101 N. Lincoln Blvd., Suite 130
Oklahoma City, OK 73105
9
