<PAGE> 1
FILE NO.
-------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE
U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935
FLATHEAD ELECTRIC COOPERATIVE, INC. hereby files with the Securities
Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a
holding company from the provisions of the Public Utility Holding Company Act of
1935, and submits the following information:
1. Name, State of organization, location and nature of business of
Claimant and every subsidiary thereof, other than any exempt wholesale generator
(EWG) or foreign utility company in which Claimant directly or indirectly holds
an interest.
Claimant: Flathead Electric Cooperative, Inc. ("FEC")
2510 Highway 2 East
Kalispell, Montana 59901
State of organization: Montana
Nature of business: FEC is a not for profit,
cooperative corporation which provides retail
electric energy and distribution services.
Subsidiary: Energy Northwest, Inc. ("ENI")
2510 Highway 2 East
Kalispell, Montana 59901
State of organization: Montana
Nature of business: ENI is a corporation which was
formed to provide retail electric energy and
distribution services in the incorporated cities of
Kalispell, Whitefish, and Columbia Falls, Montana.
ENI first began operations in November, 1998.
Subsidiary: Evergreen Rail Industrial Center, Inc. ("ERIC")
2510 Highway 2 East
Kalispell, Montana 59901
State of organization: Montana
Nature of business: ERIC is a corporation which was
formed by FEC to manage an industrial-commercial real
property development located in Flathead County,
Montana.
1
<PAGE> 2
2. A brief description of the properties of Claimant and each of its
subsidiary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmission,
and distribution of natural or manufactured gas, indicating the location of
principal generating plants, transmission lines, producing fields, gas
manufacturing plants, and electric and gas distribution facilities, including
all such properties which are outside the State in which Claimant and its
subsidiaries are organized and all transmission or pipelines which deliver or
receive electric energy or gas at the boarders of such State.
Claimant:
FEC owns and operates an electric distribution system located in
Flathead, Lincoln, Lake, Carbon, and Big Horn Counties, Montana. The facilities
are all located within the State of Montana. FEC does not own or operate
electric generation, or natural gas production, transmission, or distribution
facilities.
Subsidiary:
ENI owns and operates an electric distribution system located in the
cities of Kalispell, Whitefish, Columbia Falls, Montana, which are located in
Fathead County, Montana. The facilities are all located within the State of
Montana. ENI does not own or operate electric generation, or natural gas
production, transmission, or distribution facilities.
3. The following information for the last calendar year with respect
to Claimant and each of its subsidiary public utility companies:
(a) Number of kwh, of electric energy sold (at retail or
wholesale), and Mcf. Of natural or manufactured gas distributed at retail.
Claimant: FEC sold at retail 1,361,304,706 kwh. In calendar year
1998. The revenue from the sales was $37,915,653.
Subsidiary: ENI sold at retail 27,926,973 kwh. In calendar year
1998. The revenue from the sales was $1,276,625.
(b) Number of kwh, of electric energy and Mcf. Of natural or
manufactured gas distributed at retail outside the State in which each such
company is organized.
Not applicable.
(c) Number of kwh, of electric energy and Mcf. Of natural or
manufactured gas sold at wholesale outside the State in which each such company
is organized, or at the State line.
Not applicable.
(d) Number of kwh, of electric energy and Mcf of
2
<PAGE> 3
natural or manufactured gas purchased outside the State in which each such
company is organized or at the State line.
FEC purchased 1,426,962,476 kwh and ENI purchased 39,184,776 kwh
in calendar year 1998 from utilities headquartered outside the State of
Montana, and took delivery of all the power at deliver points within the State
of Montana. FEC can not say where the power was generated.
4. The following information for the reporting period with respect to
Claimant and each interest it holds directly or indirectly in an EWG or a
foreign util8ity company, stating monetary amounts in United States dollars:
Not applicable.
(a) Name, location, business address and description of the
facilities used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas.
(b) Name of each system company that holds an interest in such
EWG or foreign utility company; and description of the interest held.
(c) Type and amount of capital invested, directly or
indirectly, by the holding company claiming exemption; any direct or indirect
guarantee of the security of the EWG or foreign utility company by the holding
company claimant exemption; and any debt or other financial obligation for which
there is re course, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign utility
company.
(d) Capitalization and earnings of the EWG or foreign utility
company during the reporting period.
(e) Identify any service, sales or construction contract (s)
between the EWG or foreign utility company and a system company, and describe
the services to be rendered or good sold and fees or revenues under such
agreement(s).
The above-named Claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 25th day of February, 2000.
FLATHEAD ELECTRIC COOPERATIVE, INC.
By: /s/ [SIG]
---------------------------------
Title: President
CORPORATE SEAL
Attest:
/s/ KARL SCHRADE
- -------------------------
Karl Schrade, Secretary
3
<PAGE> 4
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Darrell S. Worm, Esq.
General Counsel
Flathead Electric Cooperative, Inc.
17 Second Street East, Suite 211
Kalispell, Montana 59901
4
<PAGE> 5
EXHIBIT "A"
A consolidating statement of income and surplus of the Clamant and its
subsidiary companies for the last calendar year, together with a consolidating
balance sheet of Claimant and its subsidiary companies as of the close of such
calendar year.
Attached are consolidating financial statements and balance sheets for
FEC and ERIC for 1998.
FEC does not yet have consolidating financial statements for 1999. FEC
will file an updated form when they are available.
<PAGE> 6
FLATHEAD ELECTRIC COOPERATIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19 -- DETAIL OF CONSOLIDATED ACCOUNTS
Consolidated Balance Sheet Detail - December 31, 1998
<TABLE>
<CAPTION>
FLATHEAD ENERGY EVERGREEN RAIL
ELECTRIC NORTHWEST INDUSTRIAL CONSOLIDATING CONSOLIDATED
COOPERATIVE INC. CENTER ENTRIES BALANCES
------------ ----------- -------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
ELECTRIC PLANT
In service $108,433,272 $17,537,676 $ - $ - $125,970,948
Construction in progress 5,952,933 - - - 5,952,933
Acquisition adjustments 17,530,147 4,005,439 - - 21,535,586
------------ ----------- ---------- ------------ ------------
131,916,352 21,543,115 - - 153,459,467
Less accumulated depreciation (32,217,786) (5,998,242) - - (38,216,028)
------------ ----------- ---------- ------------ ------------
99,698,566 15,544,873 - - 115,243,439
------------ ----------- ---------- ------------ ------------
OTHER ASSETS AND INVESTMENTS
Land - held for sale/lease/investment - - 1,318,709 (935,826) 382,883
Investments in associated organizations 1,380,294 - 1,002 (318,123) 1,063,173
Long-term notes receivable 18,457,223 46,684 - (18,111,743) 392,164
Special funds 4,168,594 - - - 4,168,594
Investments 344,056 - - - 344,056
Regulatory assess, net 1,513,414 351,523 - - 1,864,937
------------ ----------- ---------- ------------ ------------
25,863,581 398,207 1,319,711 (19,365,692) 8,215,807
------------ ----------- ---------- ------------ ------------
CURRENT ASSETS
Cash and cash equivalents 919,653 759,566 35,735 - 1,714,954
Accounts receivable, net 6,290,334 1,608,082 28,727 (7,076) 7,920,067
Materials and supplies 793,756 - 17,541 - 811,297
Other current assets 5,715,933 - - (1,056,907) 4,659,026
------------ ----------- ---------- ------------ ------------
13,719,676 2,367,648 82,003 (1,063,983) 15,105,344
------------ ----------- ---------- ------------ ------------
1,007,018 221,993 - - 1,229,011
------------ ----------- ---------- ------------ ------------
DEFERRED CHARGES $140,288,841 $18,532,721 $1,401,714 $(20,429,675) $139,793,601
============ =========== ========== ============ ============
EQUITY
Membership $ 289,745 $ - $ - $ - $ 289,745
Patronage capital 8,094,557 (58,573) 71,385 (216,023) 7,891,346
Other equities 344,845 - - - 344,845
------------ ----------- ---------- ------------ ------------
8,729,147 (58,573) 71,385 (216,023) 8,525,936
------------ ----------- ---------- ------------ ------------
OTHER LIABILITIES
Special funds 4,168,594 - - - 4,168,594
------------ ----------- ---------- ------------ ------------
LONG-TERM DEBT 116,593,008 17,011,541 1,100,202 (18,111,743) 116,593,008
------------ ----------- ---------- ------------ ------------
CURRENT LIABILITIES
Current maturities of long-term debt 1,433,373 209,229 - (209,229) 1,433,373
Notes payable - - 215,992 (215,992) -
Accounts payable 4,741,922 719,584 14,135 (7,076) 5,468,565
Customer deposits 165,993 19,254 - - 185,247
Other current liabilities 2,062,212 631,686 - (631,686) 2,062,212
------------ ----------- ---------- ------------ ------------
8,403,500 1,579,753 230,127 (1,063,983) 9,149,397
------------ ----------- ---------- ------------ ------------
2,394,592 - - (1,037,926) 1,356,666
------------ ----------- ---------- ------------ ------------
DEFERRED CREDITS $140,288,841 $18,532,721 $1,401,714 $(20,429,675) $139,793,601
============ =========== ========== ============ ============
</TABLE>
-16-
<PAGE> 7
FLATHEAD ELECTRIC COOPERATIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19 -- DETAIL OF CONSOLIDATED ACCOUNTS (CONTINUED)
Consolidated Revenue and Patronage Capital - December 31, 1998
<TABLE>
<CAPTION>
FLATHEAD ENERGY EVERGREEN RAIL
ELECTRIC NORTHWEST INDUSTRIAL CONSOLIDATING CONSOLIDATED
COOPERATIVE INC. CENTER ENTRIES BALANCES
------------ ----------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES $40,565,508 $1,792,734 $ 120,579 $ - $42,478,821
----------- ---------- --------- --------- -----------
OPERATING EXPENSES
Cost of power 33,238,258 1,157,930 - - 34,396,188
Distribution - operating 1,310,231 122,872 - - 1,433,103
Distribution - maintenance 834,994 42,041 - - 877,035
Consumer accounts 575,996 93,454 - - 669,450
Sales and consumer expenses 375,187 22,076 - - 397,263
Administration and general 1,031,775 63,923 24,815 - 1,120,513
Depreciation and amortization 1,567,841 117,266 8,653 - 1,693,760
Fuel station operations - - 98,306 - 98,306
----------- ---------- --------- --------- -----------
38,934,282 1,619,562 131,774 - 40,685,618
----------- ---------- --------- --------- -----------
1,631,226 173,172 (11,195) - 1,793,203
FIXED CHARGES
Interest (1,942,817) (235,923) (78,753) 314,676 (1,942,817)
----------- ---------- --------- --------- -----------
(311,591) (62,751) (89,948) 314,676 (149,614)
NON OPERATING MARGINS
Gain/(loss) on sale of land - - (45,818) 102,100 56,282
Interest and patronage dividends 555,287 4,178 436 (314,676) 245,225
----------- ---------- --------- --------- -----------
NET MARGINS 243,696 (58,573) (135,330) 102,100 151,893
PATRONAGE CAPITAL - BEGINNING OF YEAR 8,197,807 - 206,715 (318,123) 8,086,399
Retirement of capital credits (346,946) - - - (346,946)
----------- ---------- --------- --------- -----------
PATRONAGE CAPITAL - END OF YEAR $ 8,094,557 $ (58,573) $ 71,385 $(216,023) $ 7,891,346
=========== ========== ========= ========= ===========
</TABLE>
-17-
<PAGE> 8
EXHIBIT "B"
If, at the time a report on this form is filed, the registrant is
required to submit this report and any amendments thereto electronically via
EDGAR, and registrant shall furnish a Financial Data Schedule. The Schedule
shall set forth the financial and other data specified below that are applicable
to the registrant on a consolidated basis.
<TABLE>
<CAPTION>
ITEM NO. CAPTION HEADING AMOUNTS
<S> <C> <C>
1 Total Assets $139,793,601
2 Total Operating Revenues $ 42,478,821
3 Net Income $ 151,893
</TABLE>
Not applicable.
<PAGE> 9
EXHIBIT "C"
An organization chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding-company system.
Not applicable.
