SELKIRK COGEN FUNDING CORP
10-Q, 2000-08-14
COGENERATION SERVICES & SMALL POWER PRODUCERS
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                                  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 June 30, 2000

                         Commission File Number 33-83618

                          SELKIRK COGEN PARTNERS, L.P.
       (Exact name of Registrant (Guarantor) as specified in its charter)

           Delaware                                    51-0324332

(State or other jurisdiction of                       (IRS Employer
incorporation or organization)                     Identification No.)


                        SELKIRK COGEN FUNDING CORPORATION
             (Exact name of Registrant as specified in its charter)

           Delaware                                    51-0354675

(State or other jurisdiction of                       (IRS Employer
incorporation or organization)                     Identification No.)


                 One Bowdoin Square, Boston, Massachusetts 02114
          (Address of principal executive offices, including zip code)

                                 (617) 788-3000
              (Registrant's telephone number, including area code)


      SECURITIES REGISTERED PURSUANT TO SECTION 12 (b)OR 12 (g) OF THE ACT:
                                      None

         Indicate by check mark whether the Registrant (1) has 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  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __

         As of August 11, 2000,  there were 10 shares of common stock of Selkirk
Cogen Funding Corporation, $1 par value outstanding.

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<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----
                          PART I. FINANCIAL INFORMATION

Item 1.           Financial Statements (unaudited)

                  Condensed Consolidated Balance Sheets as of June 30, 2000
                  and December 31, 1999.......................................3

                  Condensed Consolidated Statements of Operations for the three
                  and six months ended June 30, 2000 and 1999.................4

                  Condensed Consolidated Statements of Cash Flows for the three
                  and six months ended June 30, 2000 and 1999.................5

                  Notes to Condensed Consolidated Financial Statements........6

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

                  Results of Operations.......................................8

                  Liquidity and Capital Resources.............................11

Item 3.           Quantitative and Qualitative Disclosures About Market Risk .13


                           PART II. OTHER INFORMATION

Item 5.  Other Items..........................................................14

Item 6.           Exhibits and Reports on Form 8-K............................14

SIGNATURES....................................................................16


                                       2

<PAGE>

<TABLE>
                                        SELKIRK COGEN PARTNERS, L.P.
                                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                               (in thousands)
<CAPTION>

                                                                    (unaudited)
                                                                      June 30,                 December 31,
                                                                        2000                       1999
                                                                   ------------                ------------
<S>                                                                <C>                        <C>
ASSETS

Current assets:
    Cash and cash equivalents...................                    $ 1,376                    $ 1,732
    Restricted funds............................                      4,986                      5,516
    Accounts receivable, net....................                     19,099                     15,505
    Due from affiliates.........................                      1,333                        427
    Fuel inventory and supplies.................                      6,725                      6,831
    Other current assets........................                        233                        195
                                                                   --------                  ---------
          Total current assets..................                     33,752                     30,206

Plant and equipment, net........................                    291,433                    297,034
Long-term restricted funds......................                     28,710                     30,217
Deferred financing charges, net.................                      9,068                      9,630
                                                                   --------                  ---------
             Total assets                                         $ 362,963                  $ 367,087
                                                                   ========                  =========

LIABILITIES AND PARTNERS' DEFICITS

Current liabilities:
    Accounts payable...........................                       $ 393                  $   2,126
    Accrued bond interest payable..............                         372                        375
    Accrued expenses...........................                      13,872                     11,389
    Due to affiliates..........................                         690                        469
    Current portion of long-term bonds.........                      10,296                      7,307
                                                                   --------                  ---------
          Total current liabilities............                      25,623                     21,666

Long-term liabilities:
    Deferred revenue............................                      5,638                      5,981
    Other long-term liabilities.................                     10,040                     16,446
    Long-term bonds, net of current portion.....                    367,816                    373,826
                                                                   --------                  ---------
          Total liabilities......................                   409,117                    417,919

Partners' deficits:
    General partners' deficits...................                     (450)                      (497)
    Limited partners' deficits...................                  (45,704)                   (50,335)
                                                                   --------                  ---------
          Total partners' deficits...............                  (46,154)                   (50,832)
                                                                   --------                  ---------
                  Total liabilities and partners' deficits        $ 362,963                  $ 367,087
                                                                   ========                  =========
</TABLE>

See notes to condensed consolidated financial statements.



                                       3

<PAGE>

<TABLE>
                          SELKIRK COGEN PARTNERS, L.P.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)
                                   (unaudited)

<CAPTION>
                                                             For the Three Months Ended        For the Six Months Ended
                                                             June 30,          June 30,        June 30,        June 30,
                                                             2000              1999            2000            1999
                                                             -------           --------        --------        --------
<S>                                                          <C>               <C>             <C>             <C>
     Operating revenues:
       Electric and steam........................             $ 44,659         $ 37,684          $ 92,740         $ 78,920
       Gas resale................................                5,670            3,280             8,035            4,367
                                                              --------         --------          --------         --------
             Total operating revenues............               50,329           40,964           100,775           83,287
     Cost of revenues............................               36,003           29,782            66,629           54,887
                                                              --------         --------          --------         --------
     Gross profit................................               14,326           11,182            34,146           28,400

     Other operating expenses:
       Administrative services, affiliates.......                  666              520             1,353              758
       Other general and administrative..........                  668              423             1,042              882
       Amortization of deferred financing charges                  286              289               571              578
                                                              --------         --------          --------         --------
             Total other operating expenses......                1,620            1,232             2,966            2,218
                                                              --------         --------          --------         --------

     Operating income............................               12,706            9,950            31,180           26,182

     Interest (income) expense:
       Interest income...........................                (840)            (582)           (1,468)          (1,080)
       Interest expense..........................                8,427            8,529            16,856           17,063
                                                              --------         --------          --------         --------
             Total interest expense, net.........                7,587            7,947            15,388           15,983
                                                              --------         --------          --------         --------

     Income before cumulative effect of a
       change in accounting principle............                5,119            2,003            15,792           10,199

     Cumulative effect of a change in
       accounting principle......................                  ---              ---             7,866              ---
                                                              --------         --------          --------         --------
     Net income..................................              $ 5,119          $ 2,003          $ 23,658         $ 10,199
                                                              ========         ========          ========         ========

     Net income allocation:
       General partners..........................              $    51          $    20          $    237         $    102
       Limited partners..........................                5,068            1,983            23,421           10,097
                                                              --------         --------          --------         --------
             Total...............................              $ 5,119          $ 2,003          $ 23,658         $ 10,199
                                                              ========         ========          ========         ========

</TABLE>

See notes to condensed consolidated financial statements.

                                       4

<PAGE>

<TABLE>

                          SELKIRK COGEN PARTNERS, L.P.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)


<CAPTION>
                                                               For the Three Months Ended       For the Six Months Ended
                                                               June 30,         June 30,        June 30,        June 30,
                                                                 2000             1999            2000            1999
                                                               --------         --------        --------        --------

<S>                                                            <C>              <C>             <C>             <C>
Net cash provided by (used in) operating activities........    $ 4,314         $ (1,162)        $ 22,302       $ 15,390

Cash flows from investing activities:
    Plant and equipment additions..........................       (282)            (265)           (657)          (310)
                                                               --------        ---------        --------       --------
         Net cash used in investing activities.............       (282)            (265)           (657)          (310)

Cash flows from financing activities:
    Restricted funds.......................................      18,151           16,945             ---            ---
    Distributions to partners..............................    (18,980)         (13,234)        (18,980)       (13,234)
    Repayment of long-term debt............................     (3,021)          (2,023)         (3,021)        (2,023)
                                                               --------        ---------        --------       --------

         Net cash provided by (used in) financing activities    (3,850)            1,688        (22,001)       (15,257)

Net increase (decrease) in cash and cash equivalents........        182              261           (356)          (177)
Cash and cash equivalents, beginning of period..............      1,194            1,401           1,732          1,839
                                                               --------        ---------        --------       --------

Cash and cash equivalents, end of period....................    $ 1,376          $ 1,662         $ 1,376        $ 1,662
                                                               ========        =========        ========       ========

Supplemental cash flow information:

    Cash paid for interest..................................   $ 16,859         $ 17,067        $ 16,859       $ 17,067
                                                               ========         ========        ========       ========

</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>

                          SELKIRK COGEN PARTNERS, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1. Basis of Presentation

The accompanying  unaudited condensed  consolidated financial statements include
Selkirk Cogen  Partners,  L.P. and its  wholly-owned  subsidiary,  Selkirk Cogen
Funding   Corporation,   (collectively  the   "Partnership").   All  significant
intercompany accounts and transactions have been eliminated.

The  condensed   consolidated  financial  statements  for  the  interim  periods
presented  are  unaudited  and have  been  prepared  pursuant  to the  rules and
regulations of the Securities and Exchange Commission. The information furnished
in the condensed consolidated financial statements reflects all normal recurring
adjustments  which,  in the  opinion of  management,  are  necessary  for a fair
presentation  of such financial  statements.  Certain  information  and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to rules and regulations applicable to interim financial statements.

These condensed  consolidated financial statements should be read in conjunction
with the audited consolidated financial statements included in the Partnership's
December 31, 1999 Annual Report on Form 10-K.

Note 2. Cumulative Effect of a Change in Accounting Principle

Effective January 1, 2000, the Partnership  changed its method of accounting for
major  maintenance  and overhaul costs.  Beginning  January 1, 2000, the cost of
major maintenance and overhauls has been accounted for as incurred.  Previously,
the estimated cost of major  maintenance and overhauls was accrued in advance in
a systematic and rational  manner over the period between major  maintenance and
overhauls.   The  change  resulted  in  the  Partnership   recording  income  of
approximately  $7.9 million,  reflecting the cumulative  effect of the change in
accounting  principle.  The effect on results of  operations  for the six months
ended  June 30,  2000 was  immaterial  and the pro forma  effect on  results  of
operations for the six months ended June 30, 1999 was immaterial.

Note 3. New Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments  and Hedging  Activities" (as amended by SFAS No. 137). SFAS No. 133
establishes


                                       6

<PAGE>

accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts,  and for hedging activities.
SFAS No. 133 is  effective  for the  Partnership's  fiscal  years  beginning  on
January 1, 2001. Management has not completed an evaluation of the impact on the
Partnership's consolidated financial statements of adopting this new standard.

In December  of 1999,  the  Securities  and  Exchange  Commission  issued  Staff
Accounting  Bulletin No. 101,  "Revenue  Recognition  in Financial  Statements."
("SAB 101").  SAB 101 provides  guidance on the  recognition,  presentation  and
disclosure of revenue in financial  statements  and it will be effective  during
the fourth quarter of fiscal year 2001. Management continues to evaluate SAB 101
and it has not determined what impact , if any, will result from its adoption.



                                       7

<PAGE>


           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


Results of Operations

Three and Six Months  Ended June 30,  2000  Compared to the Three and Six Months
Ended June 30, 1999

Net income for the quarter ended June 30, 2000 was approximately $5.1 million as
compared to approximately $2.0 million for the corresponding period in the prior
year.  The $3.1  million  increase  in net  income  is  primarily  due to higher
operating revenues and lower operating and maintenance expenses.  Net income for
the six months ended June 30, 2000 was  approximately  $23.7 million as compared
to approximately  $10.2 million for the corresponding  period in the prior year.
The $13.5 million  increase in net income is primarily  due to higher  operating
revenues,  lower operating and maintenance expenses and the Partnership changing
its method of accounting for major maintenance and overhaul costs.

Effective January 1, 2000, the Partnership  changed its method of accounting for
major  maintenance  and overhaul costs.  Beginning  January 1, 2000, the cost of
major maintenance and overhauls has been accounted for as incurred.  Previously,
the estimated cost of major  maintenance and overhauls was accrued in advance in
a systematic and rational  manner over the period between major  maintenance and
overhauls.   The  change  resulted  in  the  Partnership   recording  income  of
approximately  $7.9 million,  reflecting the cumulative  effect of the change in
accounting  principle.  The effect on results of operations  for the quarter and
six months  ended June 30, 2000 was a reduction  of  operating  and  maintenance
expenses of approximately $0.5 million and $0.9 million, respectively.

Total  operating  revenues  for the quarter  ended and six months ended June 30,
2000 were  approximately  $50.3  million  and  $100.8  million  as  compared  to
approximately  $41.0 million and $83.3 million for the corresponding  periods in
the prior year.

Electric Revenues (dollars and kWh's in millions):
-------------------------------------------------
<TABLE>
<CAPTION>

                                                     For the Three Months Ended
                                      June 30, 2000                             June 30, 1999
                          ------------------------------------     -------------------------------------
                          Dollars   kWh's   Capacity  Dispatch     Dollars   kWh's   Capacity   Dispatch
                          -------   -----   --------  --------     -------   ------  --------   --------
<S>                       <C>       <C>     <C>       <C>         <C>        <C>     <C>        <C>
Unit 1                    10.4      137.7   79.15%    89.79%       8.4       125.9   73.73%     91.62%
Unit 2                    33.8      390.3   67.44%    80.63%       29.1      397.3   68.64%     73.67%

</TABLE>

<TABLE>
<CAPTION>
                                                     For the Six Months Ended
                                      June 30, 2000                             June 30, 1999
                          ------------------------------------     -------------------------------------
                          Dollars   kWh's   Capacity  Dispatch     Dollars   kWh's   Capacity   Dispatch
                          -------   -----   --------  --------     -------   ------  --------   --------
<S>                       <C>       <C>     <C>       <C>         <C>        <C>     <C>        <C>

Unit 1                    22.9      289.2   84.21%    92.51%       19.8      278.6    82.15%    95.30%
Unit 2                    68.2      862.5   74.51%    87.80%       58.6      863.1    74.97%    81.19%

</TABLE>

                                       8

<PAGE>

Unit 1 revenues  increased  approximately  $2.0 million and $3.1 million for the
quarter and six months  ended June 30,  2000 as  compared  to the  corresponding
periods in the prior year. During the quarter and six months ended June 30, 2000
revenues  from  Niagara  Mohawk  Power  Corporation   ("Niagara   Mohawk")  were
approximately  $7.1 million and $18.4 million,  respectively,  and revenues from
PG&E Energy Trading - Power,  L.P.  ("PG&E Energy  Trading") were  approximately
$3.3 million and $4.5 million,  respectively.  During the quarter and six months
ended June 30, 1999 revenues from Niagara Mohawk were approximately $7.5 million
and $18.2  million,  respectively,  and revenues  from PG&E Energy  Trading were
approximately $0.9 million and $1.6 million,  respectively. The increase in Unit
1 revenues for the quarter and six months ended June 30, 2000 was  primarily due
to higher  market energy  prices.  During the six months ended June 30, 2000 and
1999,  with the exception of the month of April in each period,  the Partnership
received  Monthly  Contract  Payments  and  delivered  energy up to the  monthly
contract quantity to Niagara Mohawk ("Contract  Energy").  During the six months
ended June 30, 2000,  Contract  Energy was sold at market prices  established by
the New York  Independent  System  Operator  whereas,  during the  corresponding
period in the prior year, Contract Energy was sold at a proxy market price based
upon Niagara  Mohawk's tariff for power  purchases from  Qualifying  Facilities.
During the six months  ended June 30, 2000,  with the  exception of February and
April,  the  Partnership  sold the  energy  produced  by Unit 1 in excess of the
Contract  Energy ("Unit 1 Excess Energy") to both Niagara Mohawk and PG&E Energy
Trading.  During the month of February 2000 the Partnership sold all of the Unit
1 Excess  Energy to  Niagara  Mohawk  and  during  the  month of April  2000 the
Partnership sold all of the Unit 1 Excess Energy to PG&E Energy Trading.  During
the month of January 1999 the  Partnership  sold all of the Unit 1 Excess Energy
to  Niagara  Mohawk.  During  the  months of  February,  March and June 1999 the
Partnership sold all of the Unit 1 Excess Energy to PG&E Energy Trading.  During
the months of April and May 1999 the  Partnership  sold Unit 1 Excess  Energy to
both Niagara Mohawk and PG&E Energy Trading.  Unit 1 Excess Energy  delivered to
Niagara  Mohawk and PG&E Energy  Trading was sold at negotiated  market  prices.
Amortized  deferred  revenues of  approximately  $0.4 million and $0.3  million,
respectively,  are also  included in revenues  from  Niagara  Mohawk for the six
months ended June 30, 2000 and 1999.

Unit 2 revenues  increased  approximately  $4.7 million and $9.6 million for the
quarter and six months  ended June 30,  2000 as  compared  to the  corresponding
periods in the prior year. During the quarter and six months ended June 30, 2000
all of the Unit 2 revenues were from  Consolidated  Edison  Company of New York,
Inc.  ("Con  Edison").  During the quarter and six months  ended June 30,  1999,
revenues from Con Edison were $29.1 million and $58.3 million, respectively, and
revenues  from PG&E Energy  Trading  were  approximately  $0.0  million and $0.3
million,  respectively.  The increase in Unit 2 revenues for the quarter and six
months ended June 30, 2000 was  primarily  due to the increase in the Con Edison
contract  price for delivered  energy  resulting  from higher index fuel prices.
During the six months ended June 30,  1999,  revenues  from PG&E Energy  Trading
resulted from the sale of other energy-related products.

                                       9

<PAGE>

Steam  revenues  for  the  quarter  and  six  months  ended  June  30,  2000  of
approximately  $0.4  million  and $1.6  million  were  reduced  by a reserve  of
approximately  $46.3  thousand.  Steam  revenues  for the quarter and six months
ended June 30, 1999 of approximately  $0.3 million and $0.6 million were reduced
by a reserve of  approximately  $69.2  thousand.  The reserves  were recorded to
reflect the estimated annual true-up so that General Electric would be charged a
nominal amount which is the annual equivalent of 160,000 lbs/hr. Delivered steam
for the  quarter  and six months  ended June 30,  2000 was  approximately  412.2
million  pounds and 960.3  million  pounds as  compared to  approximately  403.4
million  pounds and 813.2 million  pounds for the  corresponding  periods in the
prior year.  The increase in steam revenues for the quarter and six months ended
June 30, 2000 was primarily due to the increase in the General Electric contract
price for delivered steam resulting from higher index fuel prices.

Gas resale revenues for the quarter ended June 30, 2000 were  approximately $5.7
million  on  sales  of   approximately   1.5  million  MMBtu's  as  compared  to
approximately $3.3 million on sales of approximately 1.4 million MMBtu's for the
corresponding  period in the prior year. Gas resale  revenues for the six months
ended June 30, 2000 were  approximately  $8.0 million on sales of  approximately
2.2  million  MMBtu's as  compared  to  approximately  $4.4  million on sales of
approximately  2.0  million  MMBtu's for the  corresponding  period in the prior
year.  The increase in gas resale  revenues for the quarter and six months ended
June 30,  2000 was  primarily  due to higher  natural  gas  resale  prices.  The
increase in natural gas resale  prices during the six months ended June 30, 2000
generally  resulted from higher  market  pricing for both gas and oil as well as
increased  demand for electric  generation.  Gas resales occurred during periods
when Units 1 and 2 were not operating at full capacity.

Cost of revenues for the quarter  ended June 30, 2000 were  approximately  $36.0
million on gas  purchases of  approximately  7.1 million  MMBtu's as compared to
$29.8  million on gas  purchases of  approximately  6.9 million  MMBtu's for the
corresponding  period in the prior  year.  Cost of  revenues  for the six months
ended  June 30,  2000 were  approximately  $66.6  million  on gas  purchases  of
approximately 14.2 million MMBtu's as compared to $54.9 million on gas purchases
of approximately 13.9 million MMBtu's for the corresponding  period in the prior
year. The largest component of the increase for the quarter and six months ended
June 30, 2000 was fuel costs,  which  increased  approximately  $7.1 million and
$13.2 million from the  corresponding  periods in the prior year,  respectively.
The  increase in the cost of fuel was  primarily  due to the higher price of gas
under the firm fuel supply  agreements  and higher  demand  costs under the firm
fuel transportation  agreements. The increase in fuel costs was partially offset
by lower  operating  and  maintenance  expenses.  The decrease in operating  and
maintenance  expenses was  primarily  due to  differences  in the  scheduling of
planned maintenance and the elimination of the accrual for major maintenance and
overhaul costs.  The  Partnership has foreign  currency swap agreements to hedge
against future exchange rate fluctuations under fuel  transportation  agreements
which are denominated in Canadian dollars.  During the six months ended June 30,
2000 and 1999,  fuel costs were  increased  by  approximately  $1.2 million as a
result of the currency swap agreements.

                                       10

<PAGE>

Total other  operating  expenses  for the quarter and six months  ended June 30,
2000  were   approximately   $1.6  million  and  $3.0  million  as  compared  to
approximately $1.2 million and $2.2 million for the corresponding periods in the
prior year.  The  increase in other  operating  expenses for the quarter and six
months ended June 30, 2000 was primarily due to higher affiliate  administrative
services and higher other  general and  administrative  expenses.  Additionally,
affiliate  administrative services during the quarter ended March 31, 1999, were
reduced by the write-off of a reserve of approximately  $0.2 million for amounts
no longer claimed by an affiliate.

Net  interest  expense for the  quarter  and six months  ended June 30, 2000 was
approximately  $7.6 million and $15.4 million as compared to approximately  $7.9
million and $16.0 million for the  corresponding  periods in the prior year. The
decrease  in net  interest  expense is due to higher  interest  income and lower
interest expense resulting from the lower principal balance outstanding.

Liquidity and Capital Resources

Net cash  provided by operating  activities  for the quarter ended June 30, 2000
was  approximately  $4.3  million  as  compared  to net cash  used in  operating
activities of  approximately  $1.2 million for the  corresponding  period in the
prior year. Net cash flows  provided by operating  activities for the six months
ended June 30, 2000 was approximately $22.3 million as compared to approximately
$15.4 million for the corresponding  period in the prior year. Net cash provided
by and used in operating activities primarily represents net income plus the net
effect of  recurring  changes  in cash  receipts  and  disbursements  within the
Partnership's operating assets and liability accounts.

Net cash used in investing  activities  for the quarter  ended June 30, 2000 was
approximately  $282.0 thousand as compared to approximately  $265.0 thousand for
the  corresponding  period  in the  prior  year.  Net  cash  used  in  investing
activities  for the six months  ended  June 30,  2000 was  approximately  $657.0
thousand as compared to  approximately  $310.0  thousand  for the  corresponding
period  in the  prior  year.  Net cash used in  investing  activities  primarily
represents additions to plant and equipment.

Net cash used in financing  activities  for the quarter  ended June 30, 2000 was
approximately  $3.9  million  as  compared  to net cash  provided  by  financing
activities of  approximately  $1.7 million for the  corresponding  period in the
prior year. Net cash used in financing  activities for the six months ended June
30, 2000 was  approximately  $22.0  million as compared to  approximately  $15.3
million for the corresponding period in the prior year. The increase in net cash
used in financing  activities for the quarter and six months ended June 30, 2000
was primarily due to more cash becoming  available to distribute to the Partners
and the increase in the semi-annual payment of principal on long-term debt.

                                       11

<PAGE>

In 1994 and 1995 Con Edison  claimed the right to acquire  that  portion of Unit
2's firm  natural  gas  supply  not used in  operating  Unit 2,  when  Unit 2 is
dispatched  off-line  or at less  than full  capability  ("non-plant  gas"),  or
alternatively  to be compensated  for 100% of the margins derived from non-plant
gas sales. The Con Edison Power Purchase  Agreement contains no express language
granting  Con  Edison any  rights  with  respect  to such  excess  natural  gas.
Nevertheless,  Con Edison argued that, since payments under the contract include
fixed  fuel  charges  which  are  payable  whether  or not Unit 2 is  dispatched
on-line,  Con Edison is  entitled  to  exercise  such  rights.  The  Partnership
vigorously   disputes  the  position  adopted  by  Con  Edison,  and  since  the
commencement  of Unit  2's  operation  in  1994,  the  Partnership  has made and
continues  to make,  from time to time,  non-plant  gas sales  from Unit 2's gas
supply.  Although  representatives  of Con Edison have  expressly  reserved  all
rights  that Con Edison may have to pursue its  asserted  claim with  respect to
non-plant  gas  sales,   the   Partnership   has  received  no  further   formal
communication  from Con  Edison on this  subject  since  1995.  In the event Con
Edison were to pursue its asserted claim, the Partnership would expect to pursue
all available legal remedies,  but there can be no certainty that the outcome of
such  remedial  action would be favorable to the  Partnership  or, if favorable,
would  provide  for  the  Partnership's  full  recovery  of  its  damages.   The
Partnership's  cash flows from the sale of electric  output would be  materially
and  adversely  affected  if Con Edison were to prevail in its claim to Unit 2's
excess natural gas volumes and the related margins.

On July 21, 1998, the New York Public Service  Commission  ("NYPSC")  approved a
plan  submitted by Con Edison for the  divestiture  of certain of its generating
assets (the "Con Edison Divestiture Plan").  Although the Con Edison Divestiture
Plan  does  not  include  any  proposal  by Con  Edison  for the  sale or  other
disposition of its contractual obligations for purchasing power from non-utility
generators,  like the Partnership,  the NYPSC has ordered Con Edison to submit a
report  regarding  the  feasibility  of  divesting  its  non-utility   generator
entitlements.  At this time, the  Partnership  has  insufficient  information to
determine  whether,  in the course of these proceedings at the NYPSC, Con Edison
may seek to  assign  its  rights  and  obligations  under the Con  Edison  Power
Purchase  Agreement with the  Partnership to a third party or to take some other
action for the purpose of  divesting  itself of the power  purchase  obligations
under such contract;  nor can the Partnership evaluate the impact which any such
assignment or other action,  if proposed,  may ultimately have on the Con Edison
Power Purchase Agreement.

Future  operating  results and cash flows from operations are also dependent on,
among other  things,  the  performance  of  equipment;  levels of dispatch;  the
receipt  of certain  capacity  and other  fixed  payments;  electricity  prices;
natural gas resale prices;  and fuel deliveries and prices. A significant change
in any of these factors could have a material  adverse  effect on the results of
operations for the Partnership.

The Partnership believes, based on current conditions and circumstances, it will
have sufficient cash flows from operations to fund existing debt obligations and
operating costs.

                                       12

<PAGE>

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included herein are forward-looking statements concerning the
Partnership's  operations,  economic performance and financial  condition.  Such
statements are subject to various risks and uncertainties.  Actual results could
differ  materially from those currently  anticipated due to a number of factors,
including  general  business  and  economic   conditions;   the  performance  of
equipment;  levels of dispatch;  the receipt of certain capacity and other fixed
payments;  electricity  prices;  natural gas resale prices;  fuel deliveries and
prices and  whether  Con Edison  were to prevail in its claim to Unit 2's excess
natural gas volumes, and the related margins.

ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership  is exposed to market risk from  changes in interest  rates and
foreign  currency  exchange  rates,  which  could  affect its future  results of
operations  and financial  condition.  The  Partnership  manages its exposure to
these risks through its regular operating and financing activities.

Interest Rates

The Partnership's  cash and restricted cash are sensitive to changes in interest
rates.  Interest rate changes would result in a change in interest income due to
the difference  between the current  interest rates on cash and restricted  cash
and the  variable  rate that these  financial  instruments  may adjust to in the
future.  A 10% decrease in interest  rates for the quarter  ended and six months
ended June 30, 2000 would have  resulted in a negative  impact of  approximately
$84.0 thousand and $147.8 thousand, respectively on the Partnership's net income
for that period.

The  Partnership's  long-term  bonds have fixed interest  rates.  Changes in the
current  market  rates for the bonds  would not  result in a change in  interest
expense due to the fixed coupon rate of the bonds.

Foreign Currency Exchange Rates

The  Partnership's  currency swap agreements  hedge against future exchange rate
fluctuations  which  could  result  in  additional  costs  incurred  under  fuel
transportation  agreements which are denominated in a foreign  currency.  In the
event  a  counterparty   fails  to  meet  the  terms  of  the  agreements,   the
Partnership's  exposure is limited to the currency  exchange rate  differential.
During the quarter and six months  ended June 30, 2000,  the  currency  exchange
rate  differential  resulted in a negative impact of approximately  $0.6 million
and $1.2 million, respectively on the Partnership's net income.

                                       13

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 5.  OTHER ITEMS

A written  Consent of  Directors  in lieu of a meeting was  executed on June 12,
2000 for both Selkirk  Cogen Funding  Corporation  and JMC Selkirk,  Inc.  ("The
Managing  General  Partner").  The  following  tables  set  forth  the names and
positions of newly appointed officers.

         Selkirk Cogen Funding Corporation:
         ---------------------------------

                  Name                               Position
                  ----                               --------

            Ernest K. Hauser*                  Senior Vice President


         The Managing General Partner:
         ----------------------------

                  Name                               Position
                  ----                               --------

            Ernest K. Hauser*                  Senior Vice President


* Ernest K. Hauser replaced Gary W. Weidinger.

         Ernest K.  Hauser is  Senior  Vice  President  and  Northeast  Regional
Business Manager, of PG&E Generating,  an affiliate of the Partnership,  and has
been with PG&E  Generating  since 1989. Mr. Hauser is  responsible  for all PG&E
Generating  business   activities  in  the  Northeast.   Prior  to  his  present
assignment, he was regional vice president for marketing,  development and asset
management.  Prior to joining PG&E  Generating,  Mr. Hauser was project director
for  co-generation  and alternative  fuel  technology  projects at Coastal Power
Production. He also worked for more than ten years as energy project manager and
senior engineer for the Combustion Engineering family of companies.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)          Exhibits

             Exhibit No.      Description
             -----------      -----------

               10.1           Amendment No. 5 to Credit Agreement,  dated August
                              1, 2000, between the Partnership and Dresdner Bank
                              AG, New York Branch


                                       14

<PAGE>

               10.4           Second  Amended and Restated O&M  Agreement  dated
                              July 18,  2000,  between  the  Partnership  and GE
                              International Inc.

               27             Financial  Data  Schedule (For  electronic  filing
                              purposes only)


(B)      Reports on Form 8-K

         Not applicable.

Omitted  from this Part II are items  which are not  applicable  or to which the
answer is negative for the periods covered.


                                       15

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                  SELKIRK COGEN PARTNERS, L.P.

                                  JMC SELKIRK, INC.
                                  General Partner

Date:  August 14, 2000            /s/ JOHN R. COOPER
                                  ------------------
                                  Name: John R. Cooper
                                  Title: Senior Vice President and
                                         Chief Financial Officer




                                       16

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                            SELKIRK COGEN FUNDING
                                             CORPORATION

Date:  August 14, 2000                      /s/  JOHN R. COOPER
                                            -------------------
                                            Name: John R. Cooper
                                            Title: Senior Vice President
                                                   Chief Financial Officer




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