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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 December 31, 1999
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
NEW CENTURY ENERGIES, INC.
FORM U-9C-3
For the Quarter Ended December 31, 1999
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 |
Item 1. - ORGANIZATION CHART
Name of |
Energy or |
|
|
Percentage of |
Nature |
New Century Energies, Inc. ("NCE") (a) |
|||||
NC Enterprises, Inc. (a) |
|||||
New Century-Cadence, Inc. (a) |
Energy related |
August 28, 1997 |
CO |
100% |
Holds energy-related company |
|
Energy related |
September 3, 1997 |
DE |
33 1/3% |
Energy management and consulting services; also brokering and marketing of energy commodities |
The Planergy Group, Inc.(a) |
Energy related |
January 2, 1990 |
TX |
100% |
Holds energy-related companies |
Planergy, Inc. (a) |
Energy related |
August 19, 1977 |
TX |
100% |
Energy management and consulting services |
Planergy Services, Inc. (a) |
Energy related |
July 30, 1987 |
DE |
100% |
Energy management and consulting services |
Quixx Corporation |
Energy-related |
August 14, 1985 |
TX |
100% |
Invests in/developing cogeneration and energy-related projects |
Quixx Louisville, L.L.C. |
Energy-related |
March 14, 1994 |
DE |
100% |
Owns and operates Gas fired boilers |
Windpower Partners 1994, L.P. (LP) |
Energy-related |
December 30, 1994 |
DE |
24.67% |
Owns and operates Wind generation facility |
Quixx Mustang Station, Inc. |
Energy-related |
October 4, 1996 |
DE |
100% |
Holds energy-related companies |
Denver City Energy Associates, L.P. (GP) |
Energy-related |
November 6, 1996 |
DE |
0.5% |
Owns interest in gas-fired combined facility, Mustang station |
Quixx WPP94, Inc. |
Energy-related |
December 16,1994 |
TX |
100% |
Holds energy-related companies |
Windpower Partners 1994, L.P. (GP) |
Energy-related |
December 30, 1994 |
TX |
0.33% |
Operates Wind generation facility |
Quixx Power Services, Inc. |
Energy-related |
October 13, 1993 |
TX |
100% |
Operates/maintains cogeneration facilities |
Quixx Resources, Inc. |
Energy-related |
December 8, 1995 |
NV |
100% |
Holds energy-related companies |
Borger Energy Associates, L.P. (LP) |
Energy-related |
May 6, 1997 |
DE |
44.5% |
Owns interest in gas-fired combined facility, Mustang station |
Denver City Energy Associates, L.P. (LP) |
Energy-related |
November 6, 1996 |
DE |
49.5% |
Owns interest in gas-fired combined facility, Mustang station |
Quixx Borger Cogen, Inc. |
Energy-related |
March 13, 1997 |
DE |
100% |
Holds energy-related companies |
Borger Energy Associates, L.P. (GP) |
Energy-related |
May 6, 1997 |
DE |
0.45% |
Owns interest in gas-fired combined facility, Mustang station Operates cogeneration plant |
Quixxlin Corp. |
Energy-related |
July 16, 1997 |
DE |
100% |
Holds energy-related companies |
Quixx Linden, L.P. (GP) |
Energy-related |
June 25, 1996 |
TX |
0.50% |
Owns and operates gas-fired cogeneration facility |
Quixx Linden, L.P. (LP) |
Energy-related |
June 25, 1996 |
TX |
49.5% |
Owns and operates gas-fired cogeneration facility |
Utility Engineering Corporation |
Energy-related |
August 14, 1985 |
TX |
100% |
Holds energy-related companies and is engaged in engineering, design and construction management |
Universal Utility Services Company |
Energy-related |
May 2, 1996 |
TX |
100% |
Provides electric generation services/maintenance |
Precision Resource Company |
Energy-related |
May 6, 1996 |
TX |
100% |
Provides energy-contract personnel service |
Ep3, L.L.C. |
Energy-related |
October 10, 1997 |
DE |
33% |
Holds energy-related companies |
Natural Fuels Corporation (thru 12/31/99) |
Energy-related |
January 25, 1990 |
CO |
84% |
Sells compressed natural gas and distribution equipment |
Natural Station Equipment LLC |
Energy-related |
January 1, 1999 |
DE |
100% |
Manufactures natural gas equipment |
e prime, inc. |
Energy-related |
January 30,1995 |
CO |
100% |
Holds energy-related companies and engages in energy marketing, trading and providing energy services |
Young Gas Storage Company |
Energy-related |
July 6, 1993 |
DE |
100% |
Hold energy-related company |
Young Gas Storage Company, Ltd. |
Energy-related |
June 30, 1993 |
CO |
47.5% |
Owns & operates underground gas storage facilities |
Texas-Ohio Pipeline, Inc. |
Energy-related |
June 22, 1990 |
TX |
100% |
Owns and operates gas pipeline |
Johnstown Cogeneration Company, L.L.C. |
Energy-related |
February 8, 1996 |
CO |
50% |
Operates cogeneration facility |
e prime Florida, Inc. |
Energy-related |
October 18, 1999 |
CO |
100% |
Provides retail gas marketing services |
e prime Georgia, Inc. |
Energy-related |
June 10, 1999 |
GA |
100% |
Provides retail gas marketing services |
Public Service Company of Colorado ("PSCo") |
|||||
Colorado Natural Fuels, LLC |
Energy related |
December 17, 1999 |
CO |
100% |
Hold energy-related companies |
Natural Fuels Company, LLC |
Energy related |
January 1, 1999 |
DE |
100% |
Engages in natural gas distribution and provides refueling station/natural gas distribution equipment |
_______________________
Narrative Description of Activities for Reporting Period
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.
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.
Quixx Corporation ("Quixx") - 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 wholly-owned 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.
Utility Engineering Corporation ("UE") - UE is engaged in engineering, design, construction management and other miscellaneous services. UE currently has two wholly-owned subsidiaries - Universal Utility Services Company and Precision Resource Company. 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.
Natural Fuels Corporation ("Natural Fuels") - Natural Fuel's primary activities included the sale of compressed natural gas as a transportation fuel to retail markets, converted vehicles for natural gas usage, constructed fueling facilities, and sold miscellaneous fueling facility equipment. Natural Fuels was restructured effective December 31, 1999 as further discussed.
Natural Fuels formed two newly organized limited liability companies: Natural Fuels Company LLC ("NATCO") and Natural Station Equipment LLC ("STATCO"). Natural Fuel's interest in STATCO was transferred to NC Enterprises. NC Enterprises then transferred 100% of the common stock of Natural Fuels to NCE by means of a declaration of a dividend of the shares of Natural Fuels. NCE then made a capital contribution of such shares to PSCo. Finally, PSCo merged Natural Fuels into a newly formed limited liability company, Colorado Natural Fuels, LLC, with NATCO as a subsidiary.Natural Station Equipment LLC - STATCO was formed in 1999 in connection with a corporate restructuring of Natural Fuels discussed above. 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 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.
Natural Fuels Company LLC - Was formed in 1999 in connection with the corporate restructuring discussed above.
Item 2. - Issuances and Renewals of Securities and Capital
Contribution
CAPITAL CONTRIBUTIONS:
Company |
Company |
Amount of |
New Century-Cadence, Inc. |
Cadence Network, LLC |
$655,000 |
Natural Fuels Corporation |
Natural Station Equipment, LLC |
$101,000* |
Natural Fuels Corporation |
Natural Fuels Company, LLC |
$3,344,000* |
* Capital contribution made during the fourth quarter of 1999 was associated with the restructuring which was approved in the U-1 filed with SEC in December 1999.
Item 3. - ASSOCIATED TRANSACTIONS
Part I. - Transactions performed by reporting companies on behalf of associate companies (in thousands of dollars).
Reporting Company |
Associate Company |
Types of |
Direct |
Indirect |
Cost |
Total |
UE |
PSCo |
Engineering/Utility Professional Services |
$25,744 |
$ - |
$ - |
$25,744 |
UE |
Quixx |
Contract/Professional Services |
37 |
- |
- |
37 |
UE |
Southwestern Public Service Co. |
Engineering/Utility Professional Services |
3,464 |
- |
- |
3,464 |
UE |
New Century Services, Inc. |
Engineering Professional Services |
510 |
- |
- |
510 |
Natural Fuels |
PSCo |
Gas sales and gas equipment maintenance |
9 |
- |
- |
9 |
e prime |
NCE |
Administrative support |
46 |
- |
- |
46 |
e prime |
PSCo |
Electric energy purchased |
138 |
- |
- |
138 |
e prime |
Southwestern Public Service Co. |
Gas purchased |
1,441 |
- |
- |
1,441 |
Part II. - Transactions performed by associate companies on behalf of reporting companies (in thousands of dollars).
Reporting |
Associate |
|
|
|
|
|
Cadence Network, LLC |
New Century Services, Inc. |
Administrative support; mgmt services |
$ 11 |
$ 5 |
$ - |
$ 16 |
Planergy Group |
New Century Services, Inc. |
Administrative support; mgmt services |
147 |
35 |
4 |
186 |
Quixx Corporation |
New Century Services, Inc. |
Management, general and administrative |
310 |
177 |
13 |
500 |
Quixx Linden, L.P. |
Quixx Power Services |
Power plant operating management fee and expenses |
269 |
- |
- |
269 |
Quixx Linden, L.P. |
Quixx Corporation |
Partnership management fee |
17 |
- |
- |
17 |
Utility Engineering Corporation |
New Century Services, Inc. |
Administrative support; mgmt services |
248 |
241 |
17 |
506 |
Natural Fuels Corporation |
New Century Services, Inc. |
Administrative support; mgmt services |
157 |
67 |
2 |
226 |
Natural Fuels Corporation |
PSCo |
Gas transportation services |
41 |
- |
- |
41 |
e prime, inc. |
New Century Services, Inc. |
Administrative support; mgmt services |
213 |
98 |
8 |
319 |
e prime, inc. |
PSCo |
Gas transportation services |
2,413 |
- |
- |
2,413 |
e prime, inc. |
PSCo |
Compressor - Usage |
2 |
- |
- |
2 |
e prime, inc. |
Southwestern Public Service Co. |
Electric transportation services |
40 |
- |
- |
40 |
Item 4. - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies: |
(in thousands) |
||
Total consolidated capitalization as of December 31, 1999 |
$ 5,537,029 |
Line 1 |
|
Total capitalization multiplied by 15% |
|
|
|
Greater of $50 million or line 2 |
$ 830,554 |
Line 3 |
|
Total current aggregate investment: |
28,437 |
|
Line 4 |
Difference between the greater of $50 million or 15% of |
|
Line 5 |
Investments in gas-related companies:
NONE
Item 5. - OTHER INVESTMENTS (in thousands)
Major Line |
Other |
Other |
Reason for Difference in Other Investment |
Brokering/Marketing services |
- |
$ 27,199 |
One energy-related co. - |
Utility engineering construction |
- |
11,463 |
One energy-related co. - |
Developing/Ownership QF's |
- |
85,713 |
Two energy-related co. - |
(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.
Item 6. - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements:
Exhibit A-1 Financial statements of Cadence Network, LLC for the quarter ended December 31, 1999 - filed under confidential treatment pursuant to Rule 104(b).
Exhibit A-2 Financial statements of the Planergy Group and subsidiaries for the quarter ended December 31, 1999 - filed under confidential treatment pursuant to Rule 104(b).
Exhibit A-3 Financial statements of Quixx Corporation and subsidiaries for the quarter ended December 31, 1999 - filed under confidential treatment pursuant to Rule 104(b).
Exhibit A-4 Financial statements of Quixx Linden, L.P. for the quarter ended December 31, 1999 - filed under confidential treatment pursuant to Rule 104(b).
Exhibit A-5 Financial statements of Utility Engineering Corporation and subsidiaries for the quarter ended December 31, 1999 - filed under confidential treatment pursuant to Rule 104(b).
Exhibit A-6 Financial statement of Natural Fuels Corporation for the quarter ended December 31, 1999 - filed under confidential treatment pursuant to Rule 104(b).
Exhibit A-7 Financial statements of Natural Station Equipment LLC for the quarter ended December 31, 1999 - filed under confidential treatment pursuant to Rule 104(b).
Exhibit A-8 Financial statements of e prime, inc. and subsidiaries for the quarter ended December 31, 1999 - filed under confidential treatment pursuant to Rule 104(b).
Exhibit A-9 Financial statement of Johnstown Cogeneration Company, L.L.C. for the quarter ended December 31, 1999 - filed under confidential treatment pursuant to Rule 104(b).
Exhibit A-10 Financial statement of Natural Fuels Company LLC for the quarter ended December 31, 1999 - filed under confidential treatment pursuant to Rule 104(b).
B. Exhibits:
NONE
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
March 29, 2000
With the above signature, I also certify that the corresponding report on Form U-9C-3 for the third 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
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