SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
-----
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 11,
2001
IDAHO POWER COMPANY
(Exact name of registrant as specified in its charter)
Idaho 1-3198 82-0130980
(State or other
jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1221 W Idaho Street
Boise, Idaho 83702-5627
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (208)388-2200
Former name or address, if changed since last report.
Item 2. Acquisition or Disposition of Assets.
Effective June 11, 2001, Idaho Power Company (IPC)
transferred its wholesale electricity marketing
operations ("Energy Marketing") to IDACORP Energy L.P.
(IE). IE is a Delaware limited partnership with
IDACORP, Inc. as its sole general partner and IDACORP
Energy Services Co., a wholly owned subsidiary of
IDACORP, Inc. as its sole limited partner. IPC is also
a wholly owned subsidiary of IDACORP, Inc.
Energy Marketing net assets transferred consist
primarily of energy trading contracts and trading
accounts receivable and accounts payable. The results
of operations of Energy Marketing were previously
reported on IPC's Statements of Income as "Energy
marketing activities - net." The transfer will not
affect IPC's regulated operations, its system
reliability or its customers.
In exchange for the transfer of Energy Marketing to IE,
IPC received a partnership interest in IE, which was
transferred to IDACORP in exchange for notes receivable
from IDACORP totaling approximately $76 million. This
amount approximates the historical book value of the
transferred Energy Marketing net assets on May 31, 2001
of $21 million and retained intercompany tax
liabilities of $55 million. The notes receivable are
due over periods of one to ten years and will bear
interest at IDACORP's overall short-term borrowing rate
which was 4.66% at May 31, 2001.
Concurrent with the transfer of Energy Marketing, IE
and IPC have entered into an Electricity Supply
Management Services Agreement ("Agreement"). IPC has
received initial approval of the Agreement from the
Idaho Public Utilities Commission and the Federal
Energy Regulatory Commission and is awaiting approval
from the Oregon Public Utilities Commission. Under the
Agreement, IPC will continue to own, operate and
maintain its electric generating equipment and
transmission facilities ("System Resources") and be
responsible for system reliability. IE will manage and
dispatch the System Resources to balance generation and
load within the IPC operating area.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma consolidated
financial statements are filed with this report:
Pro Forma Consolidated Statements of Income
Three Months Ended March 31, 2001
Year Ended December 31, 2000
Pro Forma Consolidated Balance Sheet at March 31, 2001
The Pro Forma Consolidated Balance Sheet of IPC at
March 31, 2001 reflects the financial position of IPC
after giving effect to the transfer of the assets and
liabilities, in exchange for notes receivable and
assumes the transfer took place on March 31, 2001 at
the historical book value on that date. The Pro Forma
Consolidated Statements of Income for the fiscal year
ended December 31, 2000 and the three months ended
March 31, 2001 assume that the transfer occurred at the
beginning of the respective periods and that the notes
receivable received by IPC equal the historical book
value of the net assets on such dates.
The unaudited pro forma consolidated financial
statements presented herein are shown for illustrative
purposes only and are not necessarily indicative of the
future financial position or future results of
operations of IPC, or of the financial position or
results of operations of IPC that would have actually
occurred had the transaction been in effect as of the
date or for the periods presented. The unaudited pro
forma consolidated financial statements should be read
in conjunction with the historical financial statements
and related notes of IPC.
(a) Exhibits.
No. Description
2 Agreement Dated June 11, 2001 between
Idaho Power Company and IDACORP Energy
L.P.
SIGNATURES
Pursuant to the requirements 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.
IDAHO POWER COMPANY
Dated: June 26, 2001 By: /s/ Darrel T. Anderson
Darrel T. Anderson
Vice President - Finance and
Treasurer
PRO FORMA FINANCIAL INFORMATION
Idaho Power Company
Pro Forma Consolidated Statements of Income
For the three months ended March 31, 2001
(Unaudited)
Historical Pro Forma
Financial Adjustments Pro Forma
Statements (a) (b) Results
(Thousands of Dollars)
REVENUES:
General business $ 133,121 $ - $ - $ 133,121
Off system sales 55,249 - - 55,249
Other revenues 11,946 - - 11,946
Total revenues 200,316 - - 200,316
EXPENSES:
Operation:
Purchased power 125,287 - - 125,287
Fuel expense 25,247 - - 25,247
Power cost adjustment (58,246) - - (58,246)
Other 37,466 - - 37,466
Maintenance 11,681 - - 11,681
Depreciation 20,952 - - 20,952
Taxes other than income
taxes 5,235 - - 5,235
Total expenses 167,622 - - 167,622
INCOME FROM OPERATIONS 32,694 - - 32,694
OTHER INCOME:
Allowance for equity funds
used during construction 225 - - 225
Energy marketing
activities - Net 38,125 (38,125) - -
Other - Net 4,788 (126) 474 5,136
Total other income 43,138 (38,251) 474 5,361
INTEREST CHARGES:
Interest on long-term debt 13,423 - - 13,423
Other interest 2,216 - - 2,216
Allowance for borrowed
funds used during
construction (1,164) - - (1,164)
Total interest
charges 14,475 - - 14,475
INCOME BEFORE INCOME TAXES 61,357 (38,251) 474 23,580
INCOME TAXES 23,132 (15,377) 187 7,942
NET INCOME 38,225 (22,874) 287 15,638
Dividends on preferred
stock 1,461 - - 1,461
EARNINGS ON COMMON STOCK $ 36,764 $ (22,874) $ 287 $ 14,177
(a) To eliminate Energy Marketing for the entire period.
(b) To record interest income on the pro forma notes
receivable and the related pro forma tax effect for the
entire period.
Idaho Power Company
Pro Forma Consolidated Statements of Income
For the year ended December 31, 2000
(Unaudited)
Historical Pro Forma
Financial Adjustments Pro Forma
Statements (a) (b) Results
(Thousands of Dollars)
REVENUES:
General business $ 565,357 $ - $ - $ 565,357
Off system sales 229,986 - - 229,986
Other revenues 40,319 - - 40,319
Total revenues 835,662 - - 835,662
EXPENSES:
Operation:
Purchased power 398,649 - - 398,649
Fuel expense 94,215 - - 94,215
Power cost adjustment (120,688) - - (120,688)
Other 146,424 - - 146,424
Maintenance 46,973 - - 46,973
Depreciation 80,287 - - 80,287
Taxes other than income
taxes 20,166 - - 20,166
Total expenses 666,026 - - 666,026
INCOME FROM OPERATIONS 169,636 - - 169,636
OTHER INCOME:
Allowance for equity funds
used during construction 2,565 - - 2,565
Energy marketing
activities - Net 92,637 (92,637) - -
Other - Net 13,669 (2,227) 213 11,655
Total other income 108,871 (94,864) 213 14,220
INTEREST CHARGES:
Interest on long-term debt 53,253 - - 53,253
Other interest 4,544 - - 4,544
Allowance for borrowed
funds used during
construction (2,346) - - (2,346)
Total interest
charges 55,451 - - 55,451
INCOME BEFORE INCOME TAXES 223,056 (94,864) 213 128,405
INCOME TAXES 85,568 (38,135) 84 47,517
NET INCOME 137,488 (56,729) 129 80,888
Dividends on preferred
stock 5,929 - - 5,929
EARNINGS ON COMMON STOCK $ 131,559 $ (56,729) $ 129 $ 74,959
(a) To eliminate Energy Marketing for the entire period.
(b) To record interest income on the pro forma notes
receivable and the related pro forma tax effect for the
entire period.
Idaho Power Company
Pro Forma Consolidated Balance Sheets
March 31, 2001
(Unaudited)
Historical Pro Forma Reclass-
Financial Adjustments ifications Pro Forma
Statements (a) (b) Results
(Thousands of Dollars)
ELECTRIC PLANT:
In service (at original
cost) $ 2,842,782 $ (116) $ - $ 2,842,666
Accumulated provision for
depreciation (1,163,037) 11 - (1,163,026)
In service - Net 1,679,745 (105) - 1,679,640
Construction work in
progress 140,118 (446) - 139,672
Held for future use 2,166 - - 2,166
Electric plant - Net 1,822,029 (551) - 1,821,478
INVESTMENTS AND OTHER
PROPERTY 19,767 (864) - 18,903
CURRENT ASSETS:
Cash and cash equivalents 9,774 - - 9,774
Receivables: -
Customer 245,818 (170,639) (27,534) 47,645
Allowance for
uncollectible accounts (43,253) 41,856 - (1,397)
Notes 2,933 - - 2,933
Employee notes 4,515 - - 4,515
Related parties 391 95,320 27,534 123,245
Other 6,157 - - 6,157
Energy marketing assets 614,732 (614,732) - -
Derivative assets 128,304 - - 128,304
Taxes receivable 21,359 - - 21,359
Accrued unbilled revenues 29,857 - - 29,857
Materials and supplies (at
average cost) 26,063 - - 26,063
Fuel stock (at average
cost) 8,150 - - 8,150
Prepayments 26,458 - - 26,458
Regulatory assets
associated with income
taxes 12,823 - - 12,823
Regulatory assets -
derivatives 40,455 - - 40,455
Total current assets 1,134,536 (648,195) - 486,341
DEFERRED DEBITS:
American Falls and Milner
water rights 31,585 - - 31,585
Company-owned life
insurance 39,625 - - 39,625
Energy marketing assets -
long-term 127,657 (127,657) - -
Regulatory assets
associated with income
taxes 202,462 - - 202,462
Regulatory assets - PCA 179,847 - - 179,847
Regulatory assets - long-
term derivatives 42,503 - - 42,503
Regulatory assets - other 44,055 - - 44,055
Other 52,869 (185) - 52,684
Total deferred debits 720,603 (127,842) - 592,761
TOTAL $ 3,696,935 $ (777,452) $ - $ 2,919,483
(a) To record the transfer of assets related to the
Company's Energy Marketing business as of March 31, 2001,
and to record a pro forma receivable from IDACORP, Inc. for
the net assets transferred.
(b) To reclassify related party accounts receivable from
the Energy Marketing business as of March 31, 2001.
Idaho Power Company
Pro Forma Consolidated Balance Sheets
March 31, 2001
(Unaudited)
Historical
Financial Pro Forma Reclass- Pro Forma
Statements Adjustments ifications Results
(a) (b)
(Thousands of Dollars)
CAPITALIZATION:
Common stock equity:
Common stock, $2.50 par
value (50,000,000 shares
authorized; 37,612,351
shares outstanding) $ 94,031 $ - $ - $ 94,031
Premium on capital
stock 362,509 - - 362,509
Capital stock expense (4,051) - - (4,051)
Retained earnings 333,100 - - 333,100
Accumulated other
comprehensive income
(loss) (2,768) - - (2,768)
Total common stock
equity 782,821 - - 782,821
Preferred stock 104,766 - - 104,766
Long-term debt 854,199 - - 854,199
Total capitalization 1,741,786 - - 1,741,786
CURRENT LIABILITIES:
Long-term debt due within
one year 30,076 - - 30,076
Notes payable 127,800 - - 127,800
Accounts payable 201,618 (147,219) (23,321) 31,078
Notes and accounts payable
to related parties 29,491 - 23,321 52,812
Energy marketing
liabilities 526,951 (526,951) - -
Derivative liabilities 168,759 - - 168,759
Interest accrued 16,969 - - 16,969
Deferred income taxes 12,823 - - 12,823
Other 17,078 (857) - 16,221
Total current
liabilities 1,131,565 (675,027) - 456,538
DEFERRED CREDITS:
Regulatory liabilities
associated with deferred
investment tax credits 66,409 - - 66,409
Deferred income taxes 509,933 - - 509,933
Energy marketing liabilities
- long-term 102,425 (102,425) - -
Derivative liabilities -
long-term 42,503 - - 42,503
Regulatory liabilities
associated with income taxes 40,539 - - 40,539
Regulatory liabilities -
other 4,668 - - 4,668
Other 57,107 - - 57,107
Total deferred credits 823,584 (102,425) - 721,159
COMMITMENTS AND CONTINGENT
LIABILITIES
TOTAL $ 3,696,935 $ (777,452) $ - $ 2,919,483
(a) To record the transfer of liabilities related to the
Company's Energy Marketing business as of March 31, 2001.
(b) To reclassify related party accounts payable to the
Energy Marketing business as of March 31, 2001.