11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 1 of 76 Appraisal Analysis of Highwood Generating Station Report Date: March 29, 2013 Appraisal Date: January 1, 2013 Mr. Lee Freeman Chapter 11 Trustee for Southern Montana Electric Generation & Transmission Cooperative, Inc. c/o John Cardinal Parks Horowitz & Burnett, P.C. 1660 Lincoln Street, Suite 1900 Denver, Colorado 80264 5 Professional Circle, Suite 208, Colts Neck NJ 07722 x Tel: 732.780.6000 x Fax: 732.780.6020 x www.MRValuation.com (;+,%,7$ 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 2 of 76 March 29, 2013 Mr. Lee Freeman Chapter 11 Trustee for Southern Montana Electric Generation & Transmission Cooperative, Inc. c/o John Cardinal Parks Horowitz & Burnett, P.C. 1660 Lincoln Street, Suite 1900 Denver, Colorado 80264 RE: Appraisal of the Highwood Generating Station Dear Mr. Freeman: Per your request, MR Valuation Consulting, LLC (“MRV Consulting”) has estimated the market value of the Highwood Generating Station, located at 369 Salem Road, Great Falls, Montana 59405 (the “Facility”). Southern Montana Electric Generation (“Southern”) owns a 100 percent interest in the Facility. Mark Rodriguez, Scott McMahon, and Steven Munson toured the Facility on February 13, 2013. The purpose of this engagement is to provide Lee Freeman, Chapter 11 Trustee for Southern (the “Trustee”), with an appraisal of the Facility, as of the property tax assessment date of January 1, 2013. The appraisal will be used in connection with property tax negotiations and assessment appeal involving the Facility. The use of our report for any other purposes is not permitted. We have prepared this appraisal report according to the assessment procedures set forth within the State of Montana. For this particular analysis, the appropriate standard of value is market value as defined by the State of Montana: §15-8-111. Assessment – market value standard – exceptions. (1) All taxable property must be assessed at 100 percent of its market value except as otherwise provided. (2) (a) Market value is a value at which property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having a reasonable knowledge of relevant facts 5 Professional Circle, Suite 208, Colts Neck NJ 07722 x Tel: 732.780.6000 x Fax: 732.780.6020 x www.MRValuation.com 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 3 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Page ii We have conducted a complete appraisal of the Facility and have considered the three traditional approaches to value – the sales comparison approach, cost approach, and income approach. Our report is presented as a Summary Appraisal Report in accordance with the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, the American Society of Appraisers. We did not exclude any of the appropriate appraisal approaches from consideration. performed the research and analyses to estimate the market value of the Facility. We This letter is invalid as an opinion of value if detached from the accompanying report, which contains the supporting text and appendices. Conclusion of Market Value Subject to the assumptions and limiting conditions stated throughout this report and based on our research and analysis, we have estimated the market value of the Facility. Our results are summarized in the following Table 1. Table 1 Market Value Conclusion Highwood Generating Station As of January 1, 2013 $5,600,000 Five Million Six Hundred Thousand Dollars The attached appraisal report includes our detailed report documenting our methodologies, conclusions, and results. This cover letter is not meant to be a separated from the attached report. Should you have any questions with regard to the matters discussed herein, or if we can be of any further assistance to you, please contact Mark Rodriguez with any questions or comments at 732-780-6010 or through email at MRodriguez@MRValuation.com. Respectfully submitted, MR Valuation Consulting, LLC 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 4 of 76 Mr. Lee Freeman Appraisal Analysis of Highwood Generating Station, As of January 1, 2013 March 29, 2013 A: TABLE OF CONTENTS Description Page A: TABLE OF CONTENTS ........................................................................................................ 1 B: DEFINITIONS AND ABBREVIATIONS ............................................................................. 2 C: ASSUMPTIONS AND LIMITING CONDITIONS ............................................................. 4 D: CERTIFICATION................................................................................................................... 7 E: SUMMARY OF SALIENT FACTS ....................................................................................... 8 F: INTRODUCTION .................................................................................................................... 9 G: MARKET AREA DESCRIPTION ...................................................................................... 12 H: LOCATION MAPS ............................................................................................................... 14 I: INDUSTRY AREA DESCRIPTION..................................................................................... 17 J: DESCRIPTION OF FACILITY ........................................................................................... 19 K: ECONOMIC OUTLOOK..................................................................................................... 20 L: HIGHEST AND BEST USE ANALYSIS ............................................................................ 24 M: APPRAISAL METHODOLOGY ....................................................................................... 26 N: SALES COMPARISON APPROACH ................................................................................ 27 O: COST APPROACH............................................................................................................... 30 P: INCOME APPROACH ......................................................................................................... 41 Q: RECONCILIATION AND MARKET VALUE CONCLUSION ..................................... 47 APPENDIX 1: PROFESSIONAL QUALIFICATIONS ........................................................ 50 APPENDIX 2: DISCOUNTED CASH FLOW ANALYSIS .................................................. 53 APPENDIX 3: WEIGHTED AVERAGE COST OF CAPITAL .......................................... 60 APPENDIX 4: PROPERTY TAX ADJUSTED WACC ........................................................ 62 APPENDIX 5: REPLACEMENT COST NEW ANALYSIS ................................................. 64 APPENDIX 6 COST APPROACH ANALYSIS ..................................................................... 66 APPENDIX 7 PHOTOGRAPHS .............................................................................................. 68 MR Valuation Consulting, LLC Page 1 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 5 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 B: DEFINITIONS AND ABBREVIATIONS AEO Annual Energy Outlook Appraisal Date January 1, 2013 ASA American Society of Appraisers Cap Rate Capitalization Rate Client Mr. Lee Freeman, Chapter 11 Trustee for Southern Montana Electric Generation & Transmission Cooperative, Inc. COLA Combined Operating License Application CTG Combustion Turbine Generator DCF Discounted Cash Flow DEP Department of Environmental Protection DOE Department of Energy EIA Energy Information Agency EPAct Energy Policy Act of 1992 ENR Engineering News Record ERO Electric Reliability Organization Facility Highwood Generating Station FERC Federal Energy Regulatory Commission FPS Foot Per Second FIRREA Federal Institution Reform, Recovery, Enforcement Act of 1989 FOMC Federal Open Market Committee GWh Gigawatt Hour HW Handy – Whitman Index HGS Highwood Generating Station ICE InterContinental Exchange IEEE Institute of Electrical and Electronics Engineers, Inc. IEO International Energy Outlook IPP Independent Power Producer MR Valuation Consulting, LLC Page 2 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 6 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 IRR Internal Rate of Return ISO Independent System Operator km Kilometer kW Kilowatt kWh Kilowatt–hour kV Kilovolt MACRS Modified Accelerated Cost Recovery System Management Mr. Lee Freeman, Chapter 11 Trustee for Southern Montana Electric Generation & Transmission Cooperative, Inc. MOU Memorandum of Understanding M&S Marshall & Swift (Marshall Valuation Service) MW Megawatt MWh Megawatt–hour MWe Megawatt–electric MRV Consulting MR Valuation Consulting, LLC NOI Net Operating Income NWPP Northwest Power Pool PPA Power Purchase Agreement PPI Producer Price Index RCN Reproduction Cost New RCNLD Reproduction Cost New Less Depreciation Southern Southern Montana Electric Generation & Transmission Cooperative, Inc. TOC Trended Original Cost Trustee Mr. Lee Freeman, Chapter 11 Trustee for Southern Montana Electric Generation & Transmission Cooperative, Inc. US United States of America USPAP Uniform Standards of Professional Appraisal Practice WACC Weighted Average Cost of Capital MR Valuation Consulting, LLC Page 3 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 7 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 C: ASSUMPTIONS AND LIMITING CONDITIONS This report is subject to the following General Assumptions and Limiting Conditions. Other assumptions and limiting condition may be included in this report at other locations in the report. In this section of this report, the term Appraisal can mean appraisal, research or analysis and any report or work product or deliverable about the appraisal, research, or analysis. Further, the term Consultant means MRV Consulting’s consultant, appraiser, or service provider. Information and Data Sources 1. The information on the financial, legal and physical condition of the Facility provided by the Client, the Facility owner, or others, directly to us or to the public through various public disclosure methods is assumed to be correct. 2. Other materials and information obtained from various professionally appropriate published and unpublished sources are assumed to be correct. 3. The information contained within this report was obtained from sources deemed to be reliable. Reasonable efforts, given the use, purpose and scope of the appraisal and work product, have been made to verify such information as reliable; however, no warranty is given as to its accuracy. Facility Specific Assumptions and Limiting Conditions 4. This report analyzes the fee simple interest in the Facility, free and clear of any or all liens or encumbrances. It is also assumed that the title to this interest is marketable. 5. No responsibility is assumed for matters of a legal nature, matters of title, or matters of audit. It is assumed that the legal descriptions as obtained from public records or as furnished are correct. The Consultant has made no land survey of the Facility. 6. Except as noted herein, the Consultant assumes that there are no hidden or unapparent conditions at the Facility land and/or improvements, which would render the Facility more or less valuable. The Consultant assumes no responsibility for such conditions, or for engineering, or legal or architectural counseling which might be required to discover such factors. Except as noted herein, it is assumed that the Facility is not adversely affected by unknown contaminates or health risks, and that there are no unknown contamination or health risks exist on or near the Facility. We assumed that there were no ADA issues sufficient to render the Facility more or less valuable. 7. It is assumed that there are no zoning or building code issues, or other federal, state or local regulation compliance issues concerning the Facility that would significantly increase or decrease the value of the interest being appraised, unless noted. 8. Competent and responsible management and ownership are assumed. MR Valuation Consulting, LLC Page 4 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 8 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Publication, Distribution, Use of Report 9. The opinions proffered in this appraisal are as of a specific date, for a specific use and purpose, and made under specific assumptions and limiting conditions. Using the opinions proffered herein for any other use or purpose is probably inappropriate and unwise, and is prohibited, unless authorized by MRV Consulting. 10. Possession of this report, or a copy thereof, does not give the holder the right of publication, nor may the report or any part thereof be used by anyone other than the Client and intended users for the intended use. 11. Disclosure of the contents of this appraisal is governed by the By-Laws and Regulations of the Appraisal Institute and the American Society of Appraisers. MRV Consulting and its staff members are authorized by the Client to disclose all or any portion of this appraisal and the related appraisal data to appropriate representatives of the American Society of Appraisers, if such disclosure is required to enable the Consultants to comply with the By-Laws and Regulations of the American Society of Appraisers now or hereafter in effect. 12. Neither all nor part of the contents of this report, or copy thereof, shall be conveyed to the public through advertising, public relations, news, sales or any other media without written consent and approval of MRV Consulting. Nor shall the Consultants, MRV Consulting or any professional organization, of which the Consultants are a member or candidate, be identified without the written consent of the Consultant. 13. The appraisal will not be utilized in any present or proposed, public or private syndication of any of the interests in the Facility unless prior written agreement has been obtained from the Consultant. Appraisal Analysis and Format Assumptions 14. This appraisal has been prepared in accordance with the requirements of USPAP of the Appraisal Foundation and the American Society of Appraisers. Jurisdictional exceptions may apply. Limit of Liability 15. Any valuation models of income and expenses in this report are not predictions of the future. No warranty or representation is made that the model will coincide with future events. Furthermore, there will usually be differences between the modeled results and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. MR Valuation Consulting, LLC Page 5 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 9 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 16. In providing this service, MRV Consulting and its staff members establish and the Client understands and agrees that: a) No relationship other than one of a service provider is created between MRV Consulting and its staff members and the Client; and b) MRV Consulting and its staff members assume no responsibility for or ownership of the risks and rewards of the client’s business decisions based on, or business results that are consequential to the use of, this appraisal. Statements of Qualifications and Personal Histories 17. Any statements of qualifications, resumes, and personal and/or company histories are presented in summary for marketing purposes and to assist the intender(s) of the report with understanding the professional competency and experience of the Consultants and the company. These statements of qualifications, resumes, and personal and/or company histories are (1) not a complete listing of our professional experiences and qualifications and (2) not a full disclosure of our professional, corporate, and personal interactions and relationships. Extraordinary Assumptions and Hypothetical Conditions 18. Extraordinary Assumptions and Hypothetical Conditions, as defined by USPAP, will be disclosed at various points in the report, if applicable in this Appraisal. MR Valuation Consulting, LLC Page 6 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 10 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 D: CERTIFICATION We certify that, to the best of our knowledge and belief: 1. The statements of fact in this report are true and correct. Certain efforts, as described herein, given the use, purpose and scope of the appraisal, have been made to verify such statements of facts. 2. The reported analysis, opinions, and conclusions contained herein are limited only by the reported assumptions and limiting conditions, and my personal, impartial and unbiased professional analyses, opinions, and conclusions. 3. The undersigned has no present or prospective future interest in the real estate or assets that are the subject of this report, and no personal interest with respect to the parties involved. 4. The undersigned has no bias with respect to the real estate or assets that are the subject of this report, or to the parties involved. 5. The engagement in this appraisal assignment was not contingent upon developing or reporting predetermined results. 6. The compensation for this appraisal is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the Client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 7. This appraisal has been developed and reported in conformity with, and is subject to, the requirements of the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation. 8. Mark Rodriguez, Scott McMahon, and Steven Munson toured the Facility on February 13, 2013. 9. Steven Munson and Anthony Castagna assisted Scott McMahon, ASA MRICS and Mark Rodriguez, ASA MRICS in the preparation of the analyses, conclusions, and opinions concerning Highwood Generating Station that are set forth in this report. 10. As of the date of this report Mark Rodriguez and Scott McMahon have completed the requirements of the continuing education program established by the American Society of Appraisers (see Appendix 1 for Professional Qualifications). Mark Rodriguez, ASA MRICS MR Valuation Consulting, LLC Scott McMahon, ASA MRICS Page 7 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 11 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 E: SUMMARY OF SALIENT FACTS Name of Facility: Highwood Generating Station Location: 369 Salem Road, Great Falls, Montana 59405 Land Size: 197.561 acres Net Annual Mean Rating: Unit Capacity: 46 MW Description: A simple cycle natural gas fired power plant which was completed in 2011 Ownership: Southern Montana Electric Generation & Transmission Cooperative, Inc. Appraisal Purpose: Determined market value of the Highwood Generating Station Scope of Appraisal: Summary Appraisal Report Use of Appraisal: Negotiation and litigation support for property tax assessment appeal purposes Date of Appraisal: January 1, 2013 MR Valuation Consulting, LLC Page 8 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 12 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 F: INTRODUCTION Facility Identification The subject of this appraisal is a simple cycle natural gas fired power plant, commonly known as Highwood Generating Station. The Facility is located in Great Falls, Montana. Purpose, Use and Scope The purpose of this engagement is to provide the Trustee with an appraisal of the Facility, as of the property tax assessment date of January 1, 2013. The appraisal will be used in connection with property tax negotiations and assessment appeal involving the Facility. The use of our report for any other purposes is not permitted. We considered the three traditional approaches to value (cost, sales comparison, and income) in determining the market value of the Facility. For this particular analysis, the appropriate standard of value is market value as defined by the State of Montana: “§15-8-111. Assessment – market value standard – exceptions. (1) All taxable property must be assessed at 100 percent of its market value except as otherwise provided. (2) (a) Market value is a value at which property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having a reasonable knowledge of relevant facts.”1 Comment: Forming an opinion of market value is the purpose of many appraisal assignments, particularly when the client’s intended use includes more than one intended user. The conditions included in market value definitions establish market perspectives for development of the opinion. These conditions may vary from definition to definition but generally fall into three categories: 1. the relationship, knowledge, and motivation of the parties (i.e., seller and buyer) 2. the terms of sale (e.g., cash, cash equivalent, or other terms) 3. the conditions of sale (e.g., exposure in a competitive market for a reasonable time prior to sale) In the context of this appraisal analysis, the above definition of value is considered appropriate to satisfy Montana property tax reporting purposes. MRV Consulting has conducted a complete analysis, which considers the three traditional approaches to value. This report is presented in a summary report format in accordance with USPAP of the Appraisal Foundation. When necessary for compliance with local law and assessment procedures, we may employ the jurisdictional exception rule of the USPAP. While 1 Montana Code Annotated 2011, <http://data.opi.mt.gov/bills/mca/15/8/15-8-111.htm>, November 9, 2012. MR Valuation Consulting, LLC Page 9 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 13 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 this report has been prepared in a summary report format, we did not exclude any appropriate appraisal approach from consideration. MRV Consulting conducted the research and analyses appropriate to determine the market value of the Facility, as of the Appraisal Date. Appraisal Process First, appraisers establish the purpose, use, and scope of an appraisal. Next, they describe the property, the legal rights and the physical qualities to be appraised. The market is researched and analyzed and the highest and best use of the property is analyzed. Only then are the various analyses, or approaches to value, researched and applied. There are three basic approaches in determining the value of real estate: the sales comparison approach, the cost approach and the income approach. The principles and basic methodology involved in each approach are summarized in this report. After conducting the applicable approaches to value, the appraiser concludes the appraisal with a reconciliation process where the various indications of value are reviewed, and the particular merits of each of the completed approaches are analyzed. A value for the Facility is concluded in the reconciliation process. In connection with this analysis, we have relied upon assumptions developed by the Client as well as our own industry research/knowledge and internal consultants. Within the scope of this analysis, we do not express any opinion with respect to the forecasts, projections or other forward looking information, included or referred to in our analysis. However, as part of our analysis, we reviewed the projections provided by the Client and found them to be acceptable for appraisal purposes. The procedures performed included, but were not limited to, the following: x Discussions with the Client and Facility’s representatives regarding the history, operations, financial condition, competitive environment, and the future business prospects for the Facility x Discussions with financial, operational, and engineering personnel regarding the nature of the fixed assets x Reading of various corporate documents, including historical and prospective financial information, contracts, etc. x Research and analysis of relevant industry, market, and economic data x Appraisal of the Facility considering the cost approach, income approach, and sales comparison approach x Site tour of the Facility performed on February 13, 2013 x Developing a written report detailing our appraisal approaches to value, assumptions utilized, and conclusions of value MR Valuation Consulting, LLC Page 10 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 14 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Property Rights Appraised The assumption is that the Facility is held in a fee simple estate. For a property owner, a property is held in a fee simple estate when there are no leases on the property. Once a lease is signed, the property owner’s interest becomes a leased fee estate, and the tenant holds a leasehold estate. By definition the difference between the fee simple and leased fee estate is the leasehold estate. For reference, we have included the following definitions:2 2 x Fee Simple – Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. x Leased Fee – The ownership interest held by the lessor, which includes the right to the contract rent specified in the lease plus the reversionary right when the lease expires. x Leasehold – The right held by the lessee to use and occupy real estate for a stated term and under the conditions specified in the lease. x Arm’s-Length – A transaction between unrelated parties under no duress. x Market Rent – The most probable rent that a property should bring in a competitive and open market reflecting all conditions and restrictions of the typical lease agreement, including the rental adjustment and revaluation, permitted uses, use restrictions, expense obligations, term, concessions, renewal and purchase options, and tenant improvements. Appraisal Institute The Appraisal of Real Estate, 13th ed. (Chicago: Appraisal Institute, 2008). MR Valuation Consulting, LLC Page 11 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 15 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 G: MARKET AREA DESCRIPTION City of Great Falls, Montana History Founded in 1883 by Paris Gibson and railroad magnate James J. Hill, Great Falls began as a planned power city, situated to take advantage of the hydroelectric power of the waterfalls of the Missouri River. In 1889, construction on the Black Eagle Dam began, which would provide the city with hydroelectric power by the following year. Great Falls quickly became a thriving industrial and supply center and, by the early 1900s, was en route to becoming one of Montana’s largest cities. The rustic studio of famed Western artist Charles Marion Russell was a popular attraction, as were the famed “great falls” after which the city was named. A structure billed as the world’s tallest smokestack was completed in 1908 by the city’s largest employer, the Anaconda Copper Mining Company’s smelter, measuring 508 feet tall. The Big Stack immediately became a landmark for the community. Great Falls prospered further with the opening of a nearby military base in the 1940s, but as rail transportation and freight slowed in the later part of the century, outlying farming areas lost population, and with the closure of the smelter and cutbacks at the airbase, its population has plateaued. Geography Highwood Generating Station is located in the City of Great Falls, Montana. The City lies near several waterfalls on the Missouri River and is located near the center of Montana on the northern Great Plain. Additionally, Great Falls is in close proximity to the Montana Rocky Mountain Front and is about 100 miles south of the Canadian border. The City of Great Falls has a land area of approximately 22.26 square miles. Demographics The US Census Bureau is the nation’s primary provider of data on urban populations and businesses. As the largest statistical agency of the country, the US Census Bureau provides a vital resource of information about the nation’s people and its economy, information that is used by the general public and researchers, as well as federal, state, and local governments, to make more informed economic and social plans and decisions. MR Valuation Consulting, LLC Page 12 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 16 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 According to the US Census Bureau Profile of General Population and Housing Characteristics: 20103, the City of Great Falls had an estimated total population of 58,505, consisting of 51.1 percent females and 48.9 percent males. The median age was 37 years. The US Census Bureau, 2010 Census shows Great Falls had a total of 25,301 housing units, the average household size being 2.26 people and the average family size being 2.88. Economics According to the 2011 American Community Survey 5-Year Estimates4, the median income of households in Great Falls, Montana was $42,540. For the employed population 16 years and older, the leading industries in Great Falls were educational services, and health care, and social assistance with 22.5 percent, and retail trade with 14.3 percent. Among the most common occupations were: management, business, science, and arts occupations with 30.6 percent; sales and office occupations with 28.9 percent; and service occupations with 19.3 percent. 78.3 percent of the people employed were private wage and salary workers; 15.7 percent was Federal, State, or local Government workers; 5.8 percent was self-employed in own not incorporated business workers; and 0.2 percent were unpaid family workers. 3 US Census Bureau “Great Falls, Montana – US Census Bureau, 2010 Census.” <http://factfinder2.census.gov/faces/tableservices/jsf/pages/productview.xhtml?src=bkmk>, accessed on February 5, 2013. 4 US Census Bureau “Great Falls, Montana – 2007-2011 American Community Survey 5-Year Estimates.” <http://factfinder2.census.gov/faces/tableservices/jsf/pages/productview.xhtml?src=bkmk>, accessed on February 5, 2013. MR Valuation Consulting, LLC Page 13 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 17 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 H: LOCATION MAPS Figure H–1 Regional Map of Highwood Generating Station Highwood Generating Station 369 Salem Road, Great Falls Montana 59405 MR Valuation Consulting, LLC Page 14 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 18 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Figure H–2 Local Area Map of Highwood Generating Station Highwood Generating Station 369 Salem Road, Great Falls Montana 59405 MR Valuation Consulting, LLC Page 15 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 19 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Figure H–3 Aerial Photograph of the Highwood Generating Station MR Valuation Consulting, LLC Page 16 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 20 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 I: INDUSTRY AREA DESCRIPTION In order to accurately determine the market value of the Facility, it is necessary to understand the industry and marketplace in which it operates. Highwood Generating Station is located in the Northwest Power Pool Interconnection regional electricity market. NWPP serves as a forum in the electrical industry for reliability and operational adequacy issues in the Northwest, through both the transition period of restructuring and the future. NWPP promotes cooperation among its members in order to achieve reliable operation of the electrical power system, coordinate power system planning, and assist in transmission planning in the Northwest Interconnected Area. It is a voluntary organization comprised of major generating utilities serving the Northwestern US, British Columbia and Alberta. Smaller, principally non-generating utilities in the region participate indirectly through the member system with which they are interconnected. A control map of the areas covered by NWPP can be seen below in Figure I–1.5 Figure I–1 NWPP Control Area Map6 5 6 Northwest Power Pool, <http://www.nwpp.org/>, accessed on February 5, 2013. Northwest Electric Market, <http://www.ferc.gov/market-oversight/mkt-electric/northwest/elec-nw-reg-des.pdf>, accessed on February 5, 2013. MR Valuation Consulting, LLC Page 17 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 21 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 General Information The Northwest Power Pool, in the form of the Operating Committee, was established in 1942 to serve as a forum for the Northwest’s electric utilities to more effectively coordinate operations and ensure reliability. In 1964, with the signing of the Pacific Northwest Coordination Agreement and formation of its Coordination Contract Committee (now known as the Coordinating Group), the Pool’s staff was given the responsibility of conducting the studies necessary to put together an annual plan for operating the NW’s coordinated hydro system and for facilitating the planning process. In 1990, a Transmission Planning Committee was formed to serve as a forum to assist in promoting the coordinated planning of the Northwest’s transmission system. Geography7 States Covered: All or most of Washington, Oregon, Utah, Nevada, Montana, Wyoming and part of California Reliability Region: Northwest Power Pool Area sub-region of the Western Electric Coordinating Council. Hubs: California-Oregon Border and Mid-Columbia Generation/Supply Marginal Fuel Type: Hydro and Natural Gas Generating Capacity: ±57,120 MW Capacity Reserve: ±16,822 MW Reserve Margin: Approximately 42 percent When taken together, hydro, fossil fuels, nuclear energy, and renewable resources were adequate to provide electricity in excess of in region needs. 7 Northwest Electric Market, Overview and Focal Points <http://www.ferc.gov/market-oversight/mkt-electric/northwest/2012/12-2012-elec-nwarchive.pdf>, accessed on February 5, 2013. MR Valuation Consulting, LLC Page 18 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 22 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 J: DESCRIPTION OF FACILITY Highwood Generating Station is located in the City of Great Falls, Cascade County, in the State of Montana. The station was constructed on a 197.561 acre site. The Facility consists of one 46 MW simple cycle natural gas fired Combustion Turbine Generator, one gas compressor, one step up transformer, one unit auxiliary transformer, and supporting balance of plant systems and equipment. The commercial operating date of this Facility began in February 2012. Simple Cycle Combustion Turbine Generator A simple cycle combustion turbine power plant consists of an air compressor, combustion chamber, turbine and generator. The typical fuel is natural gas. The turbine is similar to a jet airplane engine; air is drawn into the front of the unit, compressed, mixed with fuel, and the mixture is ignited. The heated air expands and turns the turbine, which then turns the generator to produce electricity. A generic illustration of this process can be found in Figure J–1. Figure J–1 Simple Cycle Combustion Turbine MR Valuation Consulting, LLC Page 19 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 23 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 K: ECONOMIC OUTLOOK Economic Analysis It is important to have a thorough and relevant economic analysis for a well prepared appraisal. First, IRS Revenue Ruling 59-608 requires consideration of “the economic outlook in general and the condition and outlook of the specific industry in particular.” Second, an understanding of the economic and industry outlook is fundamental to developing reasonable expectations about the prospects of the subject natural gas fired power plant. We have considered some of the major economic factors such as inflation, interest rates, financial markets, housing markets, and unemployment. Consumer Spending and Inflation9 The Consumer Price Index for All Urban Consumers was unchanged in December on a seasonally adjusted basis, the US Bureau of Labor Statistics reported today. Over the last 12 months, the all items index increased 1.7 percent before seasonal adjustment. The gasoline index declined again in December, but other indexes, notably food and shelter, increased, resulting in the seasonally adjusted all items index being unchanged. Gasoline was the only major energy index to decline; the indexes for natural gas and electricity both increased. Within the food category, five of the six major grocery store food groups increased as the food at home index rose for the third consecutive month. The index for all items less food and energy increased 0.1 percent in December, the same increase as in November. Besides shelter, the indexes for airline fares, tobacco, and medical care also increased. The indexes for recreation, household furnishings and operations, and used cars and trucks all declined in December. The all items index increased 1.7 percent over the last 12 months, compared to a 1.8 percent figure in November. The index for all items less food and energy rose 1.9 percent over the last 12 months, the same figure as last month. The food index has risen 1.8 percent over the last 12 months, and the energy index has risen 0.5 percent. Year in Review The CPI rose 1.7 percent in 2012 after a 3.0 percent increase in 2011. This was the third smallest December to December increase of the past 10 years and compares to a 2.4 percent average annual increase over the span. 8 9 Rev. Rul.59-60, 1959-1 CB 237 – IRC Sec. 2031. US Bureau of Labor Statistics. “Consumer Price Index – December 2012.” US Bureau of Labor Statistics. January 16, 2013 <http://www.bls.gov/news.release/archives/cpi_01162013.htm>, accessed on March 28, 2013. MR Valuation Consulting, LLC Page 20 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 24 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 The energy index increased 0.5 percent in 2012, a sharp deceleration from its 6.6 percent increase in 2011. The gasoline index rose 1.7 percent in 2012 after increasing 13.8 percent in 2010 and 9.9 percent in 2011. The household energy index declined in 2012, falling 1.1 percent after increasing 1.8 percent in 2011. The fuel oil index rose 3.6 percent in 2012, but the electricity index decreased 0.5 percent and the index for natural gas fell 2.9 percent, the fourth straight year it has declined. The index for food rose 1.8 percent in 2012, a deceleration from its 4.7 percent increase in 2011. The index for food at home rose 1.3 percent in 2012 compared to 6.0 percent in 2011. Five of the six major grocery store food group indexes rose in 2012, with increases ranging from 0.5 percent (dairy and related products) to 2.0 percent (other food at home). The nonalcoholic beverages group was the only index to decline, falling 0.2 percent. The index for food away from home rose 2.5 percent in 2012 after increasing 2.9 percent in 2011. The index for all items less food and energy decelerated slightly in 2012, rising 1.9 percent after a 2.2 percent increase in 2011. This matches the average annual increase of 1.9 percent over the past ten years. Several indexes decelerated in 2012. T he apparel index, which rose 4.6 percent in 2011, increased 1.8 percent in 2012. The index for new vehicles increased 1.6 percent in 2012 after rising 3.2 percent in 2011, and the medical care index rose 3.2 percent in 2012 after a 3.5 percent increase the prior year. The index for airline fares rose 2.1 percent, the tobacco index increased 1.9 percent, and the recreation index rose 0.8 percent; all of these increases were smaller than in 2011. The index for household furnishings and operations was unchanged in 2012 after rising in 2011, and the index for used cars and trucks turned down in 2012, falling 2.0 percent after increasing 4.0 percent in 2011. In contrast, the shelter index accelerated in 2012, rising 2.2 percent after a 1.9 percent increase in 2011. The index for rent rose 2.7 percent and the index for owners’ equivalent rent increased 2.1 percent. Food The food index rose 0.2 percent in December for the third month in a row. The index for food at home increased 0.2 percent after rising 0.3 percent in each of the two previous months. The index for meat, poultry, fish, and eggs was unchanged in December, while the remaining major grocery store food group indexes all increased. The fruits and vegetables index posted the largest increase, rising 0.6 percent; this was its seventh increase in the last nine months. The indexes for cereals and bakery products, dairy and related products, and nonalcoholic beverages, rose in November, each increased 0.2 percent in December. The index for other food at home increased 0.1 percent in December after rising 0.4 percent in November. The index for food away from home rose 0.1 percent in December, the same increase as in October and November. Energy The energy index declined 1.2 percent in December after declining 4.1 percent in November. The gasoline index, which fell 7.4 percent in November, declined 2.3 percent. It has decreased 10.1 percent since its recent peak in September. The index for fuel oil was unchanged in December, while other major energy components increased. The natural gas index rose 1.3 MR Valuation Consulting, LLC Page 21 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 25 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 percent in December, the same increase as in November. The index for electricity rose 0.2 percent, its fifth consecutive increase. All items less food and energy The index for all items less food and energy increased 0.1 percent in December, the same increase as in November. The shelter index rose 0.1 percent in December after increasing 0.2 percent in November. The rent index rose 0.2 percent and the index for owners’ equivalent rent increased 0.1 percent, while the lodging away from home index declined 0.9 percent. The index for airline fares continued to rise, increasing 1.2 percent in December. This was its fourth consecutive increase and it has risen 6.5 percent since August. The index for medical care increased 0.1 percent as the medical care services index rose but the index for medical care commodities declined. The tobacco index rose 0.5 percent in December, its first increase since September. In contrast to these increases, the recreation index declined in December, falling 0.2 percent. The index for household furnishings and operations also fell 0.2 percent, while the index for used cars and trucks declined 0.4 percent, its sixth consecutive decrease. The indexes for apparel and personal care both declined 0.1 percent in December. The index for new vehicles, which rose 0.2 percent in November, was unchanged in December. Not seasonally adjusted CPI measures The Consumer Price Index for All Urban Consumers increased 1.7 percent over the last 12 months to an index level of 229.601 (1982-84=100). For the month, the index declined 0.3 percent prior to seasonal adjustment. The Consumer Price Index for Urban Wage Earners and Clerical Workers increased 1.7 percent over the last 12 months to an index level of 225.889 (1982-84=100). For the month, the index decreased 0.3 percent prior to seasonal adjustment. The Chained Consumer Price Index for All Urban Consumers increased 1.6 percent over the last 12 months. For the month, the index decreased 0.2 percent on a not seasonally adjusted basis. Economic Outlook10 The median forecast called for gross domestic product growth to be 2.2 percent in 2012 on a year over year basis, and 1.9 percent on a fourth quarter-to-fourth quarter basis. Respondents expected fourth quarter 2012 GDP growth to dip to 1.3 percent on an annualized basis; nearly three-fourths of respondents expected Hurricane Sandy to lower growth by up to 50 bps for the fourth quarter, while the balance expected little to no impact to GDP. For 2013, GDP growth was expected to remain subpar in the first quarter, at an annualized 1.3 percent, before recovering and rising steadily to an annualized 2.8 percent in the fourth quarter of 2013. 10 SIFMA “US End-Year 2012 Economic Outlook” January 16, 2013. <http://www.sifma.org/econoutlook20131h/>, accessed on March 21, 2013. MR Valuation Consulting, LLC Page 22 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 26 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Approximately two-thirds of respondents expected the continuing European debt crisis to impact US GDP growth in 2013 by up to 100 bps, although the balance expected little to no impact. Unemployment was expected to remain at elevated levels throughout 2012 and 2013, with levels similar to those forecasted in mid-year 2012. Survey respondents expected the full year average unemployment rate to drop slightly to 8.1 percent in 2012, declining to 7.7 percent in 2013. Full year 2012 non-farm payroll employment gains were estimated to total 1.8 million jobs; the median expectation remained unchanged for 2013, at 1.8 million jobs. Consumer spending trends, however, were expected to weaken significantly in 2013 from mid year expectations with personal consumption estimated to fall to 1.6 percent in 2013 (compared to the median expectation of 2.1 percent in the mid-year survey), down from the 1.9 percent expected in 2012. The business capital investment growth estimate for full year 2012 strengthened considerably from the 5.8 percent forecasted at mid year 2012 to 7.2 percent. Growth was expected to weaken considerably in 2013, however, with a median expectation of 3.1 percent growth, compared to 5.9 percent forecasted mid-year 2012. State and local government spending was expected to shrink by 1.3 percent in 2012, and then shrink further by 0.2 percent in 2013. The median forecast for “headline” inflation, measured by the personal consumption expenditures chain price index, was 1.8 percent for full year 2012 and 1.6 percent for full year 2013. The median forecast for the core personal consumption expenditures chain price index was 1.7 percent for full year 2012 and 1.6 percent for full year 2013. The outlook for inflation continued to be moderate for 2013. Nearly 90 percent of respondents believe inflation is not a concern in 2013, with one panelist expressing moderate concern and the other expressing deep concern. Economic slack/employment featured prominently as the dominant factor in the inflation outlook for 2013, followed by global conditions and fiscal policy as other factors. Economic Growth The resolution of the US budget and deficit reduction issues took center stage for promoting GDP growth in 2013, with approximately half the respondents considering it the most important factor, followed by normalization of private credit markets. The resolution of the fiscal cliff and policies, along with a recovering real estate market, were the most oft-cited upside risks to the economic forecast. Other factors cited were the mitigation of “the continued dysfunction in Washington,” improved consumer spending, improved market conditions, the resolution of the Eurozone crisis, and lower oil prices. The continuation of the fiscal budget issues, along with the continuing risk from the Eurozone, were the dominant factors on the downside. Respondents noted that fiscal austerity resulting from a more onerous fiscal cliff resolution could also play a factor to the downside. MR Valuation Consulting, LLC Page 23 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 27 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 L: HIGHEST AND BEST USE ANALYSIS In order to estimate the market value of a property, the appraiser must identify the highest and best use of the property, and must assume such highest and best use as the premise of value. Other types of value may assume other uses. The 2012-2013 USPAP unequivocally state the imperative of appraising market value only under the assumption of the highest and best use, in Standards Rule 1-3. Standards Rule 1-3 “When necessary for credible assignment results in developing a market value opinion, an appraiser must: (a) identify and analyze the effect on use and value of existing land use regulations, reasonably probable modifications of such land use regulations, economic supply and demand, the physical adaptability of the real estate, and market area trends; and Comment: An appraiser must avoid making an unsupported assumption or premise about market area trends, effective age, and remaining life. (b) Develop an opinion of the highest and best use of the real estate. Comment: An appraiser must analyze the relevant legal, physical, and economic factors to the extent necessary to support the appraiser’s highest and best use conclusion(s).” Highest and Best Use The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity.11 Highest and Best Use of Property as Improved The use that should be made of a property as it exists. An existing improvement should be renovated or retained as is so long as it continues to contribute to the total market value of the property, or until the return from a new improvement would more than offset the cost of demolishing the existing building and constructing a new one. Highest and best use of a property as improved pertains to the use that should be made of an improved property in light of its improvements. The use that maximizes an investment property’s return on a long-term basis is its highest and best use as improved.12 11 12 The Dictionary of Real Estate Appraisal. 5th ed. Chicago, Appraisal Institute. Ibid. MR Valuation Consulting, LLC Page 24 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 28 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 The Four Criteria There are four basic criteria that are considered and analyzed in determining the highest and best use of a property: 1. Physically possible. What uses are physically possible given the constraints of the size and physical characteristics of the site? 2. Legally permissible. What uses are permitted by zoning or other restrictions (i.e. deed restrictions) on the property? 3. Financially feasible. Of the physically possible and legally permitted uses, which are financially feasible in that they will produce a net return to the property owner? 4. Maximally productive. Of the financially feasible uses, which use will produce the highest net return, or result in the highest present value of the property? Highest and Best Use Conclusions As Improved The highest and best use of the Facility, as improved as of the Appraisal Date, is for its continued use as it was built, as a natural gas fired electric generation plant, as this use is physically possible, legally permissible, economically feasible, and all other uses would not be maximally productive. MR Valuation Consulting, LLC Page 25 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 29 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 M: APPRAISAL METHODOLOGY The generally accepted approaches to appraisal are commonly referred to as the market approach, cost approach and income approach. Within each of these categories, a variety of methodologies exist to assist in the estimation of market value. The following sections contain a brief overview of the theoretical basis of each approach, as well as a discussion of the specific methodologies relevant to the analyses performed. Market Approach In the market approach, recent sales and listings of comparable assets are gathered and analyzed. If necessary, adjustments are then applied to these observations to recognize differences in characteristics between the subject asset and the comparable assets, so as to indicate a market value for the subject asset. The comparative analysis performed in this approach focuses on similarities and differences among assets and transactions that affect value including differences in the assets appraised, motivations of buyers and sellers, financing terms, market conditions at the time of sale, size, location, physical features, and economic characteristics. Elements of comparison are tested against market evidence to determine which elements are sensitive to change and how they affect value. Cost Approach A second approach to valuation is the cost approach. The discrete valuation of an asset using a cost approach is based upon the concept of replacement as an indicator of value. A prudent investor would pay no more for an asset than the amount for which he or she could replace the asset new. The cost approach establishes value based on the cost of reproducing or replacing the property, less depreciation from physical deterioration and functional and economical obsolescence, if present and measurable. This approach generally provides the most reliable indication of the value of land improvements, special-purpose buildings, special structures, systems and special machinery and equipment. Income Approach The third approach to valuation is the income approach. It is based on the premise that the value of a security or asset is the present value of the future earning capacity that is available for distribution to the subject investors in the security or asset. The most commonly used income approach for the valuation of securities or individual assets is a discounted cash flow method. A DCF method involves forecasting the appropriate cash flow stream over an appropriate period and then discounting it back to a present value at an appropriate discount rate. This discount rate should consider the time value of money, inflation and the risk inherent in the ownership of the asset or security being valued. MR Valuation Consulting, LLC Page 26 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 30 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 N: SALES COMPARISON APPROACH Introduction The sales comparison approach is a traditional appraisal technique that is most useful when a number of similar assets have been sold in the market, and when details on those assets and sale transactions are publicly available for analysis. This approach arrives at an estimate of value for a subject property by comparing the sale price of similar (comparable) assets. This is a classic example of the principle of substitution. When a purchaser has the opportunity to acquire a number of competing properties with similar utility and desirability, the purchaser will not choose to pay more to acquire the subject than the reasonable market value of a substitute property. Likewise, the seller of a property will understandably not accept an offer below the sale price obtained for similar properties. Ideally, research for comparable assets that have sold will yield transactions for assets identical to the subject property in all major value-impacting categories. As a practical matter, searches for comparables rarely results in perfect comparables. When dealing with these particular sales which are not ideally similar, standard appraisal practice requires reconciliation of the differences between the major value-impacting characteristics of the subject property and those of the comparables. This is known as the adjustment process. Transaction Universe Our analysis focused on comparable sales of natural gas fired electricity generating power plants that were announced and closed within the three years prior to the Appraisal Date. We identified three transactions as appropriate for our sales comparison analysis. Atlantic Power Corporation Acquisitions Atlantic Power Corporation, announced that the Atlantic Power Corporation and certain of its subsidiaries have entered into a definitive agreement with Quantum Utility Generation, LLC and certain of its affiliates to sell the Company’s interests in three Florida projects, Auburndale Power Partners Limited Partners, Lake Cogen, Ltd., and Pasco Cogen, Ltd. for a purchase price, including working capital adjustments, of approximately $136 million. Atlantic Power expects to receive net cash proceeds of approximately $111 million in the aggregate, after repayment of project level debt at Auburndale and settlement of all outstanding natural gas swap agreements at Lake and Auburndale. The Company intends to use the net proceeds from the Sale to fully repay its senior credit facility, which is expected to have an outstanding balance of approximately $67 million at close, and for general corporate purposes. The agreement contains representations, warranties, and indemnification obligations that are customary in the industry. The Sale is subject to customary closing conditions and approvals, including approval from the Federal Energy Regulatory Commission, and is expected to close in the first quarter of 2013. Other terms of the deal were not publicly disclosed. MR Valuation Consulting, LLC Page 27 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 31 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Entergy Acquisition Entergy Mississippi, Inc. purchased the 450 megawatt Hinds plant from KGen Hinds LLC. The total expected cost is $246 million. The Hinds plant, also a combined-cycle natural gas-fired unit, began operations in 2001 and is located in Jackson, Miss. Other terms of the deal were not publicly disclosed. Capital Power Corporation Acquisition Capital Power Corporation, through a subsidiary, entered into an agreement to acquire Bridgeport Energy, LLC, which owns the Bridgeport Energy facility, from affiliates of LS Power Equity Advisors, LLC for $355 million, subject to working capital and other closing adjustments. Bridgeport Energy is a natural gas fired combined cycle power generation plant located in Bridgeport, Connecticut, with a nominal capacity of 520 megawatts. Other terms of the deal were not publicly disclosed. Sales Comparison Approach Conclusions Historically, the sales comparison approach has not been employed to value electric generating plants, primarily due to the lack of sales data. Publicly available sales information often excludes the details necessary to perform a thorough analysis. Nevertheless, market participants are attempting to track and incorporate sales information into their acquisition and disposition due diligence. Confidentiality provisions and non-full disclosure of sale terms preclude an appraiser from adjusting comparable sales to make adequate comparisons. In the sales comparison approach, we analyzed transactions involving natural gas fired power plants in the marketplace. The number of transactions indicates the existence of a competitive, open market for natural gas fired electric generation facilities. However, the data regarding the sales also suggests that these sales involve considerations beyond the physical assets. These generation asset sales may be affected by PPAs, location, and future development potential. PPAs assure that the electricity generated by a plant will be purchased for a guaranteed price. Thus, the purchaser will have a guaranteed future income. The terms of the PPA are a major determinant in computing a purchase price, and lend additional credibility to the income approach as the most reliable estimate of value. The true market value may be significantly higher or lower than the reported purchase price. As previously stated, transactions involving the sale of generating assets are extremely confidential and most important details are simply not made available to the public. Based on uncertainty and the lack of specificity of information available, as well as the resulting inability to make reasonable adjustments in the absence of this information, the sales comparison approach cannot be relied upon to determine the market value of a natural gas fired power plant, as of the Appraisal Date. Our sales comparison approach analyzed three completed transactions in the marketplace over a three year period prior to the Appraisal Date. We derived two primary conclusions from our MR Valuation Consulting, LLC Page 28 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 32 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 sales comparison approach. First, an active market exists for the transfer of natural gas fired power plants. Second, certain necessary adjustments could not be made to the comparable sales, and a comparison analysis to precisely derive a market value estimate could not be meaningful completed. Thus, our value conclusion considering the sales comparison approach is inconclusive. MR Valuation Consulting, LLC Page 29 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 33 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 O: COST APPROACH Introduction The basis of the cost approach, as applied for these purposes, is reproduction. How much would it cost to build an asset or group of assets? The cost to develop/build or redevelop/rebuild a property is estimated and reconciled to value. The cost approach is based on the “principle of substitution.” This principle supports the position that a prudent seller would not sell for less, nor would a prudent buyer pay more for a specific property than the cost of building an asset offering the same utility. The same utility means the same potential capacity, condition, life, and operational usefulness as the subject property over a similar remaining useful life. The basic concern surrounding the cost approach is that cost may not equal value. When applicable, the cost approach reflects market thinking by recognizing that market participants sometimes relate value to cost. Buyers tend to judge the value of an improved property by considering the cost to create the improvements. Moreover, buyers adjust their contemplated acquisition prices by estimating the costs to bring an existing structure up to the physical condition and functional utility they desire. Generally, when making such an analysis, frequently referred to as a feasibility analysis, the property owner or buyer compares such cost to the revenue that will be produced with an expected rate of return included on such an investment. There is more than one method to estimate the cost to develop electric generating assets; however, these methods tend to fall into either the general category of the reproduction cost approach or the replacement cost approach. Using the reproduction cost, the appraiser is concerned with issues surrounding an exact duplicate of the subject property, whereas, using the replacement cost, the appraiser is concerned with issues surrounding the replacement of functionality or utility. When assets are new, the market value of those assets is usually closely related to the cost expended to develop and construct those assets or groupings of assets. Buyers of older properties will often measure the price they are willing to pay for the subject assets against the cost of developing new assets (less adjustments for depreciation and/or the cost to bring the existing asset up to standard). Therefore, the cost approach is applicable in situations where sellers and buyers view “market value” to be closely related to “actual cost.” The cost approach is also often considered useful for complex appraisal situations such as when an asset has a large quantity of tangible assets associated with it, when a distinction needs to be made between real and personal property, when a grouping of assets is not frequently traded in the market, and when an asset is considered unique, such as a “special purpose” or “specialty” asset. Although electric generating assets are often traded in the market and are not considered unique, the cost approach is still a viable appraisal technique. MR Valuation Consulting, LLC Page 30 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 34 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Cost Approach Procedure “After gathering all relevant information and analyzing data on the market area, site, and improvements, an appraiser follows a series of steps to derive a value indication by the cost approach. The appraiser will: 1. Estimate the value of the land as though vacant and available to be developed to its highest and best use. 2. Determine which cost basis is most applicable to the assignment: reproduction cost or replacement cost. 3. Estimate the direct (hard) and indirect (soft) costs of the improvements as of the effective appraisal date(s). 4. Estimate an appropriate entrepreneurial profit or incentive from analysis of the market. 5. Add estimated direct costs, indirect costs, and entrepreneurial profit or incentive to arrive at the total cost of the improvements. 6. Estimate the amount of depreciation in the structure and, if necessary, allocate it among the three major categories: Physical deterioration Functional obsolescence Economic obsolescence 7. Deduct estimated depreciation from the total cost of the improvements to derive an estimate of their depreciated cost. 8. Estimate the contributory value of any site improvements that have not already been considered. 9. Add land value to the total depreciated cost of all the improvements to arrive at the indicated value of the property. 10. Adjust the indicated value of the property for any personal property (e.g., furniture, fixtures, and equipment) or any intangible asset value that may be included in the cost estimate. If necessary, this value, which reflects the value of the fee simple interest, may be adjusted for the property interest being appraised to arrive at the indicated value of the specific interest in the property.” MR Valuation Consulting, LLC Page 31 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 35 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Reproduction Cost According to the Appraisal of Real Estate, “Reproduction Cost” is defined as: “...the estimated cost to construct, at current prices as of the effective date of the appraisal, an exact duplicate or replica of the building (or asset) being appraised, using the same materials, construction standards, design, layout, and quality of workmanship and embodying all the deficiencies, superadequacies, and obsolescence of the subject building (or asset).”13 We relied upon the projected construction cost detail provided by Southern to estimate the reproduction cost of the Facility, as of the Appraisal Date. Trended Original Cost Method For generation assets, reproduction cost is routinely based on trending original cost dollars to restate dollar cost levels as of the effective date of the appraisal. This methodology is well recognized by appraisers as an acceptable means to value generation assets. The usefulness of the trended original cost method of the reproduction cost is contingent on the accuracy and completeness of historical pricing information and the trending method utilized. To use the trended original cost method, the costs by date of expenditure (generally by year) must be reliable and available for each class of asset. Since the facility is a new construction, it was not appropriate to trend the original construction costs. Reproduction Cost New For newly constructed plants, reproduction cost new is equivalent to the estimated cost to construct at current prices as of the effective date of the appraisal. Table O–1 displays the Reproduction Cost New of the Facility, as of January 1, 2013. Table O–1 Reproduction Cost New As of January 1, 2013 Facility Highwood Generating Station Reproduction Cost New $ 91,000,000 Traditionally agencies have relied upon this approach because it is functionally sound, consistent, appropriate, supportable, and fairly objective. 13 Appraisal Institute, Appraisal of Real Estate, Thirteenth Edition, 2008, page 385. MR Valuation Consulting, LLC Page 32 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 36 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 In addition to the reproduction cost approach, it is important to consider the replacement cost approach. Replacement Cost According to the Appraisal of Real Estate “Replacement Cost” is defined as: “ …the estimated cost to construct, at current prices as of the effective appraisal date, a substitute for the building (or asset) being appraised using modern materials and current standards, design, and layout.”14 While many consider the theoretical base of the cost approach to be the reproduction cost, as previously discussed, the replacement cost can be much easier to use and defend, particularly where there is a substantial technological difference between the subject assets and the substitute state-of-the-art assets used for comparison in estimating value. This ease-in-use and improved defensibility occurs as a number of the adjustments (although not all of the adjustments), typically obsolescence, usually required for the reproduction costs are eliminated when using the replacement cost approach. Replacement cost is a widely accepted and practiced method for estimating the value of industrial facilities in a competitive market. We utilized the following Cost per Unit Capacity Method in our analysis to compute the overall replacement cost of the Facility. Cost Per Unit Capacity Method The cost per capacity method is useful in deriving a replacement cost by utilizing an estimated “dollars per unit of capacity,” expressed in $/kW unit cost. Total cost is estimated by multiplying unit cost by the number of units. In the case of an electric generating station, the number of units is the capacity of the plant, typically quantified in megawatts. The unit cost can be developed from a variety of sources including research publications, the government, contractor estimates, manufacturer estimates, owner estimates, and the comparative-unit method. The cost per capacity method is relatively practical, and is considered and often utilized by many market participants. The apparent simplicity of the cost per capacity method can be misleading. To develop dependable unit cost values, an appraiser must exercise judgment and carefully compare the subject assets with similar or standard assets for which actual costs are available. Appropriate cost adjustments need to be made to account for differences between the various cost sources and the subject Facility. Erroneous data can result if an appraiser concludes a “unit cost” that is not applicable to the subject assets. When it is correctly applied, the cost per capacity method produces accurate estimates of cost. 14 Appraisal Institute, Appraisal of Real Estate, Thirteenth Edition, 2008, page 385. MR Valuation Consulting, LLC Page 33 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 37 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Overall Replacement Cost of the Facility The US Energy Information Administration publishes current and future costs of energy related capital projects, including but not limited to new electric generating plants. EIA updates its cost and performance assumptions annually. The EIA estimates the total overnight cost to construct a combustion turbine station located in Montana to be $963 per kilowatt (in 2010 dollars). However, the conclusion of an overnight capital cost does not complete the cost per capacity approach. Generating stations cannot be constructed overnight; they take time to build. We used a construction period of 11 months, which is the amount of time it took to substantially complete the construction of the Facility. We used a construction loan interest rate of 3.25 percent when calculated the time related cost factor for calculation of Replacement Cost New of the Facility. In order to trend the EIA 2010 cost dollars to restate the dollar cost levels as of the effective date of the appraisal, we used the Handy – Whitman Index. HW is the most commonly accepted and widely acknowledged trend index within the electric utility industry. Whitman, Requardt, and Associates, LLP biannually publishes the HW Index from Public Utility Construction Costs. The Facility is located in the Plateau Region of the US, as defined by HW. This region corresponds to section E-5 of HW, which is the section we utilized to obtain the appropriate indices. The HW Index gives index numbers for various construction, material, and labor costs of building, electric utility, and gas utility construction for six different regions in the US from 1912 to present. Once we have determined an accurate, current unit cost for the Facility as of the Appraisal Date, the next step is to multiply the unit cost by the capacity of the Facility. The capacity of Highwood Generating Station is 46 MW, or 46,000 kW. Table O–2 provides our Replacement Cost New. Appendix 5 details the Replacement Cost New Analysis. Table O–2 Replacement Cost New As of January 1, 2013 Facility Highwood Generating Station MR Valuation Consulting, LLC Replacement Cost New (Rounded) $ 48,300,000 Page 34 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 38 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Discrepancy between Reproduction Cost New and Replacement Cost New Our calculated Reproduction Cost New is substantially higher than our calculated Replacement Cost New for the Facility. The following is a listing of the reasons for the excess costs associated with the Reproduction Cost New of the Facility: 1. The HGS project was a unique project from the beginning with several obstacles along the way. The project began as a 250 MW coal fired plant and later changed to a 46 MW gas fired plant. This caused the length of time and development, and thus costs, to be greater than it would have been if it simply started out as a gas plant. 2. Challenges with Financing – Plant developers initially sought Rural Utilities Service financing, but due to the lack of funding for coal plants, they looked to the private financing sector. 3. Rezoning – the issue of zoning was something that the plant developers had not anticipated and it ended up adding costs to the project. The land which HGS sits on was rezoned from agricultural to heavy industrial back in 2007, which prompted a lawsuit from several neighboring landowners. After a lengthy legal battle, a memorandum of understanding was signed by all parties which would allow for a special use permit for the gas fired plant. This MOU had various stipulations including (but not limited to) noise reduction measures and ongoing testing of adjacent agricultural lands. These noise mitigation measures included building an acoustical barrier wall, which added costs to engineering, equipment, construction, and legal costs. The various issues with soil sampling and acoustical testing also added costs. 4. Lewis and Clark Mitigation – Another challenge brought about by concerned citizens and environmental groups was the site of the Lewis and Clark Trail, which is adjacent to the HGS site. Efforts were made with the landscaping designs to incorporate native grass and shrubbery. There were also efforts made to reduce visibility of the plant from Salem Road. 5. One of Southern’s members filed a lawsuit in December 2007 with the intent to get out of their wholesale power contract with Southern. During the process of obtaining financing for HGS, the lenders cited issues related to this disgruntled member and the lawsuit as a reason for higher interest rates. Additionally, to separate the project development from this same member who no longer wished to be involved with HGS a new entity was created SME Electric Generation and Transmission Cooperative, Inc. This entity was unable to obtain financing and the project development was eventually transferred back to Southern Montana so the members' contracts could serve as collateral within the financing arrangements. For these reasons, the excess capital costs associated with the Facility were determined to be Functional Obsolescence. Moving forward into the depreciation analysis portion of the cost approach, we used Replacement Cost New of the Facility as our starting point, which equals MR Valuation Consulting, LLC Page 35 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 39 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Reproduction Cost New less Functional Obsolescence due to excess capital costs. Replacement Cost New considers the most modern and cost efficient technology available, excluding any superadequacies or deficiencies that may be inherent in the Reproduction Cost New. Depreciation According to the Appraisal Institute The Dictionary of Real Estate Appraisal, “Depreciation” is defined as: “In appraising, a loss in property value from any cause: the difference between the reproduction or replacement cost of an improvement on the effective date of the appraisal and the market value of the improvement on the same date.” This is essentially the same definition as that used by the American Standards Board in its publication of Uniform Standards of Professional Appraisal Practice. The above definition implies that the difference or loss in value includes all forms of depreciation. For an appraiser, the question becomes how to categorize and measure the various motivations in the market in a way that explains and classifies this difference. Several mathematical processes have been developed to accomplish and explain depreciation; however, it is well to remember that because market value is ultimately based on the judgment of both the buyer and the seller, depreciation is also ultimately based on the judgment of both the buyer and the seller or in the case of an appraisal, depreciation is ultimately based on the judgment of the appraiser. For this reason, in determining depreciation, one factor to consider is the physical observation of the assets, which aids the knowledgeable appraiser to bring the various depreciation processes into perspective. For the appraiser, the quantification and classification of depreciation is needed for directly developing a value indicator under the various cost approaches. Of course, the income and sales approaches indirectly consider depreciation in terms of revenue, expenses, or market sales. Typical depreciation techniques can be as simple as the estimate of a single age over life ratio or as complicated as the breakdown of the subject assets depreciation into its various components for individual consideration. The selection of the appropriate depreciation model(s) by the appraiser will be based on the type and amount of data available. While depreciation models are plentiful, the model(s) selected must be commensurate with the types of depreciation occurring in the assets. Models based on the economic age life method are probably the best known and easiest understood of depreciation techniques. These models provide an estimate of the total depreciation for either single or groups of assets. In simplest form, the economic age life method arrives at an estimate of accrued depreciation by using the ratio of the effective age over the effective age plus the remaining service life. Often the effective age plus the remaining useful life is equivalent to the service life. The effective age is the measure of the condition of the asset with respect to the expected life, which may or may not be the actual or chronological MR Valuation Consulting, LLC Page 36 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 40 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 (historical) age. It should also be recognized the expected remaining service life of an asset might change during the life cycle of the asset. Age Historical age is the appraisal year less the placed in service year or the year in which the plant became fully operational. HGS was placed in service in February of 2012. Improvements over time can contribute to an asset being effectively younger than its historical age. Conversely, abnormal wear can contribute to an asset effectively being older than its historical age. See Table O–3 for the effective age of the Facility. For our analysis, we determined effective age to be equal to historical age. This age was used to compute the depreciation percentage of the Facility. Table O–3 Age As of January 1, 2013 Description Highwood Generating Station Age (in Years) 1 Average Service Life Typically, past experience gives an indication of the conditions that can be anticipated in the future, and, thus, can be useful as a major element in estimating the average service life of an asset. While this will likely continue to be the situation for many electric generation facilities, the appraiser should be aware that deregulation may change market conditions and, therefore, the appraiser should not blindly accept this premise of continued depreciation as usual. Factors other than age that contribute to the average service life include the effect of wear and tear on the asset, preventative maintenance procedures, operating and capital expenditure policy, thermal cycling, changing technology, changing regulatory and environmental requirements, and obsolescence. The average service lives we incorporated in our analysis are not accounting lives, but are lives based upon industry experience. An asset may survive longer or shorter than its average service life. An average service life is the estimated number of years that an asset is expected to remain in service, based upon past experience and anticipated future expectations. Physical life may be longer than the average service life, but it may not accurately represent the usefulness of the service of an asset. The average service life does represent the anticipated usefulness and years of service of an asset. We assigned a 40 year service life to the Facility. MR Valuation Consulting, LLC Page 37 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 41 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Physical Deterioration Physical deterioration is the physical wear and tear due to age that diminishes the value of an asset. Physical deterioration can be estimated by the straight line method, by the age life method, using mortality dispersion techniques, and by property observation. The straight line depreciation technique is commonly accepted and used in the appraisal of electric generation assets. The technique is used in our analyses not simply because it is common accounting tool, but rather because it is the most accurate technique in the cost approach valuation of electric generation assets, as an appraisal tool and as an economic reality. The following equation defines straight line depreciation: Depreciation (percent) = Age (years) / Service Life (years) x 100 percent However, we utilized the following alternative straight line depreciation equation (where Age and Remaining Life are both expressed in years): Depreciation (percent) = Age / (Remaining Life + Age) x 100 percent Correspondingly, the percent good of an asset can be defined as the complement of depreciation: Percent Good (percent) = 1 - Depreciation (percent) Therefore, we multiplied the reproduction cost new of each asset by its estimated percent good factor. That factor was based on the historical age, service life, and remaining life of each asset. Table O–4 lists the Physical Depreciation for the Facility. Table O–4 Physical Depreciation As of January 1, 2013 Description Highwood Generating Station Physical Depreciation (Rounded) ($ 1,200,000) Functional Obsolescence Functional obsolescence is the loss of value due to functional deficiencies, overcapacity, excess capital costs, lack of functional utility, excess operating costs, or inadequacies within the property itself. An improvement is functionally obsolete, when the improvement requires an operation, use, or activity to be completed in a way that current replacement improvements MR Valuation Consulting, LLC Page 38 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 42 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 would not. Some types of functional obsolescence are curable if the costs to repair, modify, or add are offset by the increased value of the asset. Typical examples of functional obsolescence issues involve the current costs to construct new replacement assets, efficiencies, and the cost to maintain the assets or improve operations based on changes in available technology. Functional obsolescence can be characterized by: x x x x Deficiencies requiring an addition – Not currently included in the estimate of cost new and is currently desired or required in the market. Deficiencies requiring a modification – Included in the estimate of cost new but is not adequate or outmoded. Super-adequacies – Included in the reproduction cost (likely not in replacement cost) and are cost components that surpass current market standards. Deficiencies requiring additional operating cost. Functional Obsolescence due to excess capital costs is quantified as the amount by which Reproduction Cost New exceeds Replacement Cost New. For this analysis, Functional Obsolescence due to excess capital costs was determined to be $42,700,000. Replacement Cost New considers the most modern and cost efficient technology available, excluding any superadequacies or deficiencies that may be inherent in the Reproduction Cost New. Economic Obsolescence Economic obsolescence is the loss of earnings and value due to factors external to the property. Changes in market demand, federal or state law, the economy, and/or any operational constraints external to the asset that are detrimental to the earnings of an asset can be measured by capitalizing the expected losses in the earnings over the period that the condition is expected to exist. In the broadest sense, the capital improvements made in the past may no longer have the ability to produce the originally expected return on the investment. This loss in potential may be a form of economic obsolescence. Our income approach valuation was performed with consideration of the highest and best use of the Facility: its current use as electric generating stations. The projected cash flows generated by the Facility are found to not support the support the rate of return on tangible assets that a knowledgeable investor would expect based on reproduction cost new less excess capital costs and depreciation values. With current fuel prices, electricity prices, and Facility reproduction/replacement costs, as of the Appraisal Date, replacement of the Facility would not be economically feasible. We attribute this to economic obsolescence. Since an investor would pay no more for an asset than the present value of the future free cash flow that the asset generates, economic obsolescence related to the Facility was quantified by the difference in the income approach value and reproduction cost new less physical depreciation and functional obsolescence. MR Valuation Consulting, LLC Page 39 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 43 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Land Earlier in this cost approach, we estimated the value of the improvements at the Facility. To complete the cost approach, we typically add the value of the underlying land or land lease to the reproduction cost new less depreciation of the improvements. For this analysis, we used the land value as provided by the Client from the original HGS site land acquisition, which is $1,181,000. Conclusion – Cost Approach In our determination of the values of the individual assets, we applied cost approach methodology to each asset, including depreciation on an individual basis. We then applied depreciation to the Facility based upon its effective age and average service life. The cost approach to value is considered to be one of the primary indicators of value. As summarized in Table O–8, we conclude the cost approach value for the Facility, as of January 1, 2013. Our concluded cost approach value represents the Replacement Cost New less physical depreciation, and all forms of obsolescence. A detailed analysis of the cost approach may be found in Appendix 6. Table O–6 Cost Approach Value As of January 1, 2013 Description Highwood Generating Station MR Valuation Consulting, LLC Cost Approach Value (Rounded) $ 5,600,000 Page 40 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 44 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 P: INCOME APPROACH The basic principle underlying the income approach is that value is directly related to the benefits of ownership, specifically the benefit of receiving the income generated by the conversion of natural gas to electricity. MRV Consulting utilized a discounted cash flow analysis. The discounted cash flow analysis is a set of procedures through which an analyst derives a value indication for a business enterprise by converting its cash flow into market value. Through this procedure, the annual cash flows are discounted at a specified discount rate. Income Approach Procedures The income approach employs a discounted cash flow analysis to estimate the market value of the Facility. To complete the DCF analysis, an analyst must work down from revenue to total cash flow. To do this, the analyst must: 1. Research the income and expense data for the Facility and comparables. 2. Estimate lost capacity and downtime to adjust the potential gross generation. 3. Estimate the total revenue by adding all sources of revenue (energy and capacity). 4. Estimate the total operating expenses for the Facility by adding fuel, fixed, variable, other, and corporate expenses. Subtract these estimates from total revenue to calculate EBITDA. 5. Estimate non-cash expenses (depreciation, amortization, and depletion) and subtract these from EBITDA to arrive at EBIT, then subtract taxes (effective federal and state taxes) to arrive at debt free net income. 6. Net income must be positively adjusted by adding non-cash expenses and negatively adjusted by subtracting changes in working capital and capital expenditures to arrive at an estimate of cash flow. 7. Discount future cash flows to generate an estimate of market value. Holding Period Our DCF approach began with research and analysis to determine an appropriate holding (or analysis) period. The holding period is the time period for which investors (or analysts) expect to hold the investment. This is sometimes driven by physical considerations or legal/contractual obligations, and often is limited by the common practice among market participants. We utilized a 40 year holding period for the Facility. MR Valuation Consulting, LLC Page 41 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 45 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Reversionary Value In most DCF analyses, there exists a reversionary value. This value captures the income generated after the holding period and is typically calculated by utilizing a direct capitalization method and then discounting that value to the Appraisal Date. Our assumption is that the Facility will be decommissioned at the end of the holding period; therefore, we have concluded that no reversionary value exists. Cash Flows Following the basic premise of the income approach, the gross and net income for the Facility were estimated through the analysis of historical financial statements as well as market forecasts provided by Management. Based upon an analysis of this information, forecasts, and income and expense ratios of other market participants and competing facilities, we calculated cash flows for the Facility and then capitalized them into an indication of market value. The details of this analysis are included in the DCF models within Appendix 2 of this report. Installed Capacity Installed capacity is the total capacity depicted on the nameplate rating on the generator at the Facility. The total nameplate capacity of the Facility can be found in the production forecasts of the cash flow model and is the designated average MW output of the Facility. The installed capacity multiplied by the total number of hours in a year equals the total potential annual MWh output for the Facility. Capacity Factor A capacity factor is the ratio of electrical energy produced by a generating unit over a period of time relative to the electrical energy that could have been produced at continuous full power operation during the same period. Energy Revenues We have relied on energy price forecasts provided by Aces in our DCF analysis. These forecasts were as of December 31, 2012. Expenses MRV Consulting began the analysis of expenses by reviewing historical financial statements of the Facility. We also reviewed expense forecasts provided by the Client and comparable expense data from similar power plants to assist with our expense forecasts. The detailed expense forecast is provided in Appendix 2. MR Valuation Consulting, LLC Page 42 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 46 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Taxes When forecasting the effective tax rate for the Facility, MRV Consulting considered a federal tax rate of 40.0 percent. The tax rate is provided in Appendix 2. Capital Expenditures We reviewed historical expenses and forecasts within the internal models of the Client as well as interviews with Management (see Appendix 2). Depreciation The cost approach identifies the market value of the tangible assets, and their appropriate MACRS depreciation categories. The complete depreciation forecasts for the Facility are presented in Appendix 2. Discount Rate Market value is calculated by discounting projected cash flows at an appropriate discount rate. The sum of the discounted cash flows equals the net present value, or the market value of the Facility, as of a specific date. There are several methods utilized in estimating discount rates, including market surveys, market sales extractions, and various mathematical formulas. We researched market sales for the extraction of yield rates, but were unable to obtain adequate data. This was expected because even in highly active markets, such as office building or retail mall markets, such data is rarely available. We were able to successfully employ alternate methods. Weighted Average Cost of Capital We completed a formula based analysis of the discount rate for the Facility known as the Weighted Average Cost of Capital. The basic elements of discount rates are debt and equity investment. Specifically, these elements are the debt yield and the equity yield. When combined, they indicate the overall investment yield. This cost of capital analysis is “weighted” because it incorporates the percentage of the total investment that debt contributes and the percentage that equity contributes, which is a weighted average concept. Appendix 3 has the details and support for the WACC analysis. MR Valuation Consulting, LLC Page 43 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 47 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Debt and Equity Ratio Analysis Our capital structure analysis is based on independent power producers within the electric power industry. We analyzed the debt to equity ratios of comparable companies to determine an appropriate capital structure of 50/50, which was assumed as the debt to equity ratio for our WACC analysis (see Table P–1). See capital structure support in Appendix 3. Table P–1 Capital Structure Analysis Debt (%) 50 Equity (%) 50 Debt Analysis for WACC In determining the debt rate to be incorporated in the WACC analysis, we analyzed triple–A rated industrial and Baa rated corporate and long–term government bond rates, as of January 1, 2013. We concluded the Baa rated corporate bond best reflected the risk characteristics applicable to the Facility, and then conservatively added an additional risk adjustment of 2.00 percent to incorporate the fact that the Facility is an asset that exist outside of a diversified portfolio. The resultant was our concluded debt rate of 6.60 percent for use in our WACC analysis (see Table P–2). This is also in the range of several corporate utility bond yields we researched. The cost of debt is unique when compared to equity financing in that interest expense is tax deductible. Therefore, when calculating the effective cost of debt financing, we must adjust for this benefit by “tax affecting” the debt yield, or multiplying the cost of debt by one minus the effective tax rate (1–t). Table P–2 Debt Yield Analysis As of January 1, 2013 20 Year Treasury Bond Baa Corporate 2.48% 4.63 Indicated Debt Rate Additional Risk Compensation 4.63 2.00 Concluded Debt Rate MR Valuation Consulting, LLC 6.60% Page 44 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 48 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Equity Yield Analysis for WACC The equity component was determined by calculating the cost of equity using the Capital Asset Pricing Model. The cost of equity was computed using the following formula: Equity Rate of Return: Rf + (Rm – Rf) ß + Rs + Ru Rf = The risk free rate was determined based on the 20 year treasury bond yield, as of the Appraisal Date. (Rm–Rf) = The equity risk premium (“Rm”) computed as the difference between the expected market return and the risk free rate (“Rf”). The equity risk premium was estimated by Morningstar. ß = Beta is the measure to which a given stock fluctuates in relation to the overall stock market. The median Beta was determined for the guideline companies utilizing data from Hoovers and Yahoo Finance. Rs = Small capitalization equity size premium, applied to adjust for the size of the Power Plant. The premium was based on Morningstar’s Valuation Edition 2012. Ru = Unsystematic risk or power plant specific risk premium. The cost of equity for the Facility was calculated to be 11.21 percent based on the above inputs. Conclusion – Weighted Average Cost of Capital Analysis The data considered for the WACC calculation were obtained from similar companies and nuclear plants located throughout the US. MRV Consulting concluded a 7.59 percent WACC. Table P–3 presents our complete WACC calculation. Table P–3 Weighted Average Cost of Capital Analysis As of January 1, 2013 Source of Weight Capital Debt 50% Equity 50% Indicated Discount Rate Concluded Discount Rate MR Valuation Consulting, LLC After-Tax Market Cost 3.96% 11.21% Weighted After Tax Market Cost 1.98% 5.61% 7.59% 7.59% Page 45 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 49 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Rate Adjustments to Yield Rates The equity and debt rates concluded in the preceding section are applicable to conventional cash flows. As discussed previously, our cash flow estimates exclude property taxes, but we adjusted the indicated normal discount rates by adding to them the effective property tax rate. The effective property tax rate is the nominal tax rate multiplied by the assessment ratio (assessed value / market value). In Table P–4, we present our effective property tax rate adjusted yield rate. Table P–4 Property Tax Adjusted Yield Rate Discount Rate Adjustment Unadjusted Discount Rate 2013 7.59% Property Tax Rate Assessment Ratio Effective Property Tax Rate Add: Concluded WACC Tax Adjusted Discount Rate 1.43% 59.00% 0.84% 7.59% 8.40% Concluded Discount Rate 8.40% Market Value Conclusion MRV Consulting developed a DCF model to determine the market value of the PP&E of the Facility. The following Table P–5 summarizes the indicated market value of the PP&E of the Facility utilizing the DCF method of the income approach. Table P–5 Income Approach Values As of January 1, 2013 Power Plant Highwood Generating Station MR Valuation Consulting, LLC Income Approach Value $ 5,600,000 Page 46 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 50 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Q: RECONCILIATION AND MARKET VALUE CONCLUSION There are two considerations one must weigh when applying various approaches to value. First, appraisers should use those approaches commonly utilized by market participants (the buyers and sellers of power plants). Second, the supply of data within a sub-market, or within a particular time frame, may necessitate the exclusion of approaches commonly employed in the larger market or at different points in time. Currently, the US electricity industry is experiencing dramatic changes as it transitions from a highly regulated market to a deregulated competitive market. Following appropriate appraisal methodology, we have considered the three basic approaches to value: sales comparison, cost, and income. As illustrated in the tables below, differences exist in the value conclusions of these approaches. One of the reasons for these differences is the shift of the electrical industry to a competitive restructured market. Previously, under government regulation, the cost approach was the primary method of appraisal. In the current deregulated market, the primary method of appraisal for these market-based income-producing properties is the income approach. Sales Comparison Approach When considering the three traditional appraisal approaches to value, it is not uncommon for one of these approaches to be inappropriate and unreliable for a particular appraisal assignment. Historically, the sales comparison approach was not employed to determine the value of electric generating facilities. For reasons described previously in this report, publicly available data on the terms of these does not allow for accurate adjustments and a reliable sales comparison analysis for the Appraisal Date. The reasons behind our inability to make adjustments to other sales in the marketplace include the confidentiality provisions, the non-full disclosure of terms surrounding acquisitions, the mixed portfolios of assets involved in acquisitions, and the fact that real property values could not be separated from personal or intangible assets. Our sales comparison approach analyzed sales of natural gas fired power facilities in the US marketplace. We derived two conclusions concerning the sales comparison approach. First, it is our opinion that an active market exists for the sale of natural gas fired power facilities. Secondly, appropriate adjustments could not be made to the comparable sales because of confidentiality provisions regarding the sales. Thus, a value conclusion considering this approach was unreliable and inconclusive. Cost Approach For this appraisal, we determined a Reproduction Cost New and Replacement. As developed within this report and detailed in Appendix 6, our value conclusion utilizing the cost approach to value for the Facility is summarized in Table O–1. MR Valuation Consulting, LLC Page 47 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 51 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Table Q–1 Indicated Value – Cost Approach Highwood Generating Station As of January 1, 2013 $ 5,600,000 Income Approach In the current market, the income approach is the primary method utilized by market participants. The fundamental assumption with regard to the income approach is the value of the Facility is based upon its anticipated earnings over the service life of the Facility. The principle underlying the income approach is that the benefits of receiving income, as well as the quality and duration of that income in the future, prescribes the market value of the Facility. Considering the income approach, we relied on the discounted cash flow method. We concluded the overall market value of Highwood Generating Station employing the income approach, as summarized in Table Q–2 and detailed in Appendices 2 through 4. Table Q–2 Indicated Value – Income Approach Highwood Generating Station As of January 1, 2013 $ 5,600,000 MR Valuation Consulting, LLC Page 48 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 52 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Final Conclusion of Market Value In today’s competitive market, buyers and sellers of electric generation facilities typically develop analyses of income and expense (cash flows) to arrive at an arms-length (agreed-upon) acquisition price. Our income approach analysis emulates a cash flow analysis that a typical market participant would develop and utilize for their due diligence. The cost approach was developed based on the Replacement Cost New of the Facility. We identified physical deterioration using an age/life calculation, and functional obsolescence by quantifying the difference between Reproduction Cost New and Replacement Cost New. We then quantified economic obsolescence related to the Facility by comparing our Replacement Cost New less physical deterioration and functional obsolescence with conclusions obtained through the income approach. The results are detailed throughout our report and in the attached appendices. Our conclusion for the market value of the Facility is summarized in Table Q–3. Table Q–3 Conclusion of Market Value Highwood Generating Station As of January 1, 2013 $ 5,600,000 MR Valuation Consulting, LLC Page 49 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 53 of 76 Mr. Lee Freeman Appraisal Analysis of Highwood Generating Station, As of January 1, 2013 March 29, 2013 APPENDIX 1: PROFESSIONAL QUALIFICATIONS MR Valuation Consulting, LLC Page 50 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 54 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Mark Rodriguez, ASA, MRICS This project was managed and performed under the direct supervision of Mr. Mark Rodriguez. Mark participated in the site visit, reviewed and assisted with the preparation of the analyses and with the narrative report. Mr. Rodriguez is the Managing Partner of MR Valuation Consulting, LLC. He is a mechanical engineer, an Accredited Senior Appraiser with the American Society of Appraisers, a Member of the Royal Institution of Chartered Surveyors, and has a Masters Degree in Managerial Accounting. Mr. Rodriguez has 23 years of experience as an international valuation specialist, including five years as a Senior Manager in the Valuation Group of Deloitte located in New York City, plus five years as a construction project manager. Mr. Rodriguez has supervised and performed a diversity of valuation and consulting engagements, including the valuation of intangible assets such as IPR&D, trademarks, trade names, developed software, engineering drawings, customer relationships, and goodwill, and tangible assets such as electric generating/transmission/distribution facilities (including renewable and nuclear) and systems, water systems and facilities, healthcare facilities and operations, commercial buildings, real estate and complex manufacturing, process and industrial facilities. His experience includes both domestic and international transactions. Many of these transactions included the valuation of tangible assets, intangible assets, and goodwill for purchase price allocations for tax and financial reporting including compliance with FASB Accounting Standards Codification and International Financial Reporting Standards. Scott McMahon, ASA, MRICS Scott participated in the site visit, reviewed and assisted with the income and market approach analyses and in the preparation of the narrative report. Scott McMahon is a Senior Manager within the Business Valuation group of MRV Consulting. Mr. McMahon is an Accredited Senior Appraiser with the American Society of Appraisers designed in the discipline of Business Valuation. He holds an MBA in Finance and is a Member of the Royal Institution of Chartered Surveyors. Mr. McMahon has 11 years experience with international valuations and appraisals. He has been involved in a broad range of transactions including business valuations, intangible asset valuations, purchase price allocations, commercial real estate appraisals, property tax disputes, bankruptcies, divestitures, dispositions, recapitalizations, divorces, estate tax planning, financings and refinancings, syndicated loans, and other corporate finance consulting assignments. Mr. McMahon has a particular focus on serving electricity, gas, and water utility companies, oil and gas companies, telecommunication companies, healthcare facilities, casinos & hotels, software related companies and other large industrial related clients. His technical skills include business and intangible asset valuations, competitive and risk analysis, and financial modeling. MR Valuation Consulting, LLC Page 51 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 55 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Steven Munson Steven participated in the site visit and in the cost approach analysis; he also assisted with the preparation of the narrative report. Steven Munson is a Consultant within the Machinery and Technical Specialties group of MR Valuation Consulting, LLC. He holds a Bachelor of Science degree in Mechanical Engineering from Rutgers University, with a minor in Economics. Steven is a licensed Engineer in Training in the State of New Jersey. He is also a Candidate Member in the American Society of Appraisers. He has successfully completed the 15-hour National USPAP (Uniform Standards of Professional Appraisal Practice) course and three of the four Machinery and Technical Specialties classes with the American Society of Appraisers. Steven specializes in the appraisal and valuation of machinery and equipment, and other tangible assets to support business valuations, appraisals, property tax, and litigation support projects. Steven has experience performing cost approach valuations, purchase price allocations, and cost segregation studies of industrial/manufacturing facilities, apartment buildings, hotels, medical centers, office buildings, restaurants, and shopping centers. Mr. Munson also has experience in valuations of assets related to the health care, hospitality, retail, commercial, and energy and utility industries. Anthony Castagna Anthony participated in the income and market approach analyses and assisted in the preparation of the narrative report. Anthony Castagna is a Business Valuation Analyst within the Business Valuation Services group of MR Valuation Consulting, LLC. Mr. Castagna holds a Bachelor of Science degree in Business Administration with a concentration in Finance, minor in Accounting from Seton Hall University. Anthony focuses on the valuation of business entities and assets for financial and management reporting purposes, federal tax reporting, estate planning, property tax and transfer tax, acquisitions and divestures. Mr. Castagna specializes in business valuations including income approach analyses such as discounted cash flow models and direct capitalization models and the market approach. His experience includes the valuation of both tangible and intangible assets for business interests, as well as company and economic research across multiple industry sectors. His experience also includes the valuation of family limited partnerships and limited liability companies for financial and tax planning. The business valuation of closely-held entities requires the ability to quantify minority discounts and control premiums, lack of marketability discounts, and various other discounts. MR Valuation Consulting, LLC Page 52 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 56 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 APPENDIX 2: DISCOUNTED CASH FLOW ANALYSIS MR Valuation Consulting, LLC Page 53 Horowitz & Burnett, P.C. Highwood Generating Station 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 57 of 76 Discounted Cash Flow Analysis Appendix 2 As of January 1, 2013 1 2013 For the Year Ending December 31, Nameplate Capacity (MW) Days per Year Hours per Year Gross Generation (MWh) Capacity Factor Net Generation (MWh) 2 2014 40 365 8,760 350,400 0.0% - 3 2015 40 365 8,760 350,400 0.0% - 4 2016 5 2017 6 2018 7 2019 8 2020 9 2021 10 2022 40 365 8,760 350,400 7.9% 27,360 40 366 8,784 351,360 19.5% 68,704 40 365 8,760 350,400 31.1% 108,832 40 365 8,760 350,400 31.3% 109,440 40 365 8,760 350,400 23.4% 82,688 40 366 8,784 351,360 23.4% 82,688 40 365 8,760 350,400 11.7% 41,344 40 365 8,760 350,400 19.5% 68,704 11 2023 40 365 8,760 350,400 23.2% 82,080 Energy Revenues Year to Year Change $ $ N/A $ N/A 1,225,558 $ N/A 3,282,333 $ N/A 5,457,492 $ 66.27% 5,840,484 $ 7.02% 4,701,862 $ -19.50% 4,955,079 $ 5.39% 2,404,137 $ -51.48% 4,279,518 $ 78.01% 5,453,701 27.44% Total Revenues Growth % $ $ N/A $ N/A 1,225,558 $ N/A 3,282,333 $ N/A 5,457,492 $ 66.27% 5,840,484 $ 7.02% 4,701,862 $ -19.50% 4,955,079 $ 5.39% 2,404,137 $ -51.48% 4,279,518 $ 78.01% 5,453,701 27.44% Fuel Expense Average Natural Gas Price Heat Rate $/MWh Year to Year Change $ $ $4.44 8,300 0.00 N/A $ $4.93 8,300 0.00 N/A 1,164,697 $ $5.13 8,300 N/A N/A 3,031,033 $ $5.32 8,300 44.12 N/A 4,993,549 $ $5.53 8,300 45.88 64.75% 5,251,561 $ $5.78 8,300 47.99 5.17% 4,159,098 $ $6.06 8,300 50.30 -20.80% 4,361,960 $ $6.36 8,300 52.75 4.88% 2,297,745 $ $6.70 8,300 55.58 -47.32% 4,027,157 $ $7.06 8,300 58.62 75.27% 5,057,362 $7.42 8,300 61.62 25.58% Fixed O&M $/kW Year to Year Change 520,000 $13.00 N/A 530,400 $13.26 2.00% 541,008 $13.53 2.00% 551,828 $13.80 2.00% 562,865 $14.07 2.00% 574,122 $14.35 2.00% 585,604 $14.64 2.00% 597,317 $14.93 2.00% 609,263 $15.23 2.00% 621,448 $15.54 2.00% 633,877 $15.85 2.00% Variable O&M $/MWh Year to Year Change 0 $1.50 N/A 0 $1.53 N/A 42,698 $1.56 N/A 109,364 $1.59 N/A 176,705 $1.62 61.58% 181,246 $1.66 2.57% 139,680 $1.69 -22.93% 142,474 $1.72 2.00% 72,662 $1.76 -49.00% 123,161 $1.79 69.50% 150,083 $1.83 21.86% 520,000 $ N/A 530,400 $ N/A 1,748,403 $ N/A 3,692,225 $53.74 ($522,844) N/A ($409,892) -12.49% Total Expenses S/MWh $ EBITDA Margin ($520,000) N/A ($530,400) N/A $ 5,733,118 $52.68 $ ($275,626) -5.05% 6,006,929 $54.89 $ ($166,446) -2.85% 4,884,383 $59.07 $ ($182,521) -3.88% 5,101,750 $61.70 $ ($146,672) -2.96% 2,979,669 $72.07 $ ($575,532) -23.94% 4,771,766 $69.45 $ ($492,249) -11.50% 5,841,322 $71.17 ($387,621) -7.11% Interest Expense $1,415,342 $1,527,268 $1,508,644 $1,488,753 $1,467,509 $1,444,819 $1,420,585 $1,394,703 $1,367,060 $1,337,536 $1,306,004 Depreciation & Amortization $2,291,300 $4,353,832 $3,920,181 $3,532,253 $3,180,896 $2,861,534 $2,711,574 $2,712,701 $2,718,418 $2,714,997 $2,720,760 EBIT ($2,811,300) ($4,884,232) ($4,443,025) ($3,942,145) ($3,456,522) ($3,027,980) ($2,894,095) ($2,859,373) ($3,293,950) ($3,207,246) ($3,108,381) EBT ($4,226,643) ($6,411,501) ($5,951,669) ($5,430,898) ($4,924,031) ($4,472,799) ($4,314,680) ($4,254,076) ($4,661,011) ($4,544,783) ($4,414,386) $0 $0 $0 ($4,226,643) $0 $0 ($10,638,143) $0 $0 ($16,589,813) $0 $0 ($22,020,711) $0 $0 ($26,944,742) $0 $0 ($31,417,540) $0 $0 ($35,732,221) $0 $0 ($39,986,297) $0 $0 ($44,647,308) $0 $0 ($49,192,090) $0 $0 Loss Carryover Taxable Income Income Taxes Net Income Cash Flow Adjustments Add: Depreciation & Amortization Add: Interest Expense Less: Capital Expenditures Less: Change in Working Captial Free Cash Flow Percent of Cash Flow Period to Discount Present Value Factor Present Value of Cash Flow $ (4,226,643) $ (6,411,501) $ (5,951,669) $ (5,430,898) $ (4,924,031) $ (4,472,799) $ (4,314,680) $ (4,254,076) $ (4,661,011) $ (4,544,783) $ (4,414,386) $ $2,291,300 $1,415,342 $21,000 $0 (541,000) $ $4,353,832 $1,527,268 $21,420 $0 (551,820) $ $3,920,181 $1,508,644 $21,848 $61,278 (605,971) $ $3,532,253 $1,488,753 $22,285 $102,839 (535,016) $ $3,180,896 $1,467,509 $22,731 $108,758 (407,115) $ $2,861,534 $1,444,819 $23,186 $19,150 (208,781) $ $2,711,574 $1,420,585 $23,649 ($56,931) (149,239) $ $2,712,701 $1,394,703 $24,122 $12,661 (183,455) $ $2,718,418 $1,367,060 $24,605 ($127,547) (472,590) $ $2,714,997 $1,337,536 $25,097 $93,769 (611,115) $ $2,720,760 $1,306,004 $25,599 $58,709 (471,929) 100% 0.50 0.9605 ($519,616) 100% 1.50 0.8860 ($488,938) 100% 2.50 0.8174 ($495,312) 100% 3.50 0.7540 ($403,426) 100% 4.50 0.6956 ($283,195) 100% 5.50 0.6417 ($133,977) 100% 6.50 0.5920 ($88,347) 100% 7.50 0.5461 ($100,187) 100% 8.50 0.5038 ($238,087) 100% 9.50 0.4648 ($284,017) 100% 10.50 0.4287 ($202,334) Fair Market Value $5,600,000 $142 /kW MR Valuation Consulting, www.MRValuation.com LLC Page 54 Horowitz & Burnett, P.C. Highwood Generating Station 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 58 of 76 Discounted Cash Flow Analysis Appendix 2 As of January 1, 2013 12 2024 For the Year Ending December 31, 13 2025 40 366 8,784 351,360 46.9% 164,768 Nameplate Capacity (MW) Days per Year Hours per Year Gross Generation (MWh) Capacity Factor Net Generation (MWh) 14 2026 40 365 8,760 350,400 46.7% 163,552 $ 40 365 8,760 350,400 46.7% 163,552 $ 40 365 8,760 350,400 46.9% 164,160 $ 40 366 8,784 351,360 46.5% 163,552 $ 40 365 8,760 350,400 46.7% 163,552 $ $ 11,909,968 $ 118.38% 11,909,968 $ 0.00% 12,183,905 $ 2.30% 12,554,721 $ 3.04% 12,984,010 $ 3.42% 13,328,579 $ 2.65% Fuel Expense Average Natural Gas Price Heat Rate $/MWh Year to Year Change $ 10,642,320 $7.78 8,300 64.59 110.43% 11,059,376 $8.15 8,300 67.62 3.92% 11,605,264 $8.55 8,300 70.96 4.94% 12,045,362 $8.84 8,300 73.38 3.79% 12,486,843 $9.20 8,300 76.35 3.67% 12,772,180 $9.41 8,300 78.09 2.29% $ 13,328,579 2.65% 19 2031 40 365 8,760 350,400 46.8% 164,160 Total Revenues Growth % $ 12,984,010 3.42% 18 2030 11,909,968 118.38% $ 12,554,721 3.04% 17 2029 $ $ 12,183,905 2.30% 16 2028 Energy Revenues Year to Year Change $ 11,909,968 0.00% 15 2027 $ $ 14,726,258 10.49% $ 20 2032 21 2033 22 2034 23 2035 40 365 8,760 350,400 46.7% 163,552 40 366 8,784 351,360 46.7% 164,160 40 365 8,760 350,400 46.7% 163,552 40 365 8,760 350,400 46.7% 163,552 40 365 8,760 350,400 46.7% 163,552 15,230,794 3.43% $ 15,638,173 2.67% $ 16,173,194 3.42% $ 16,602,548 2.65% $ 18,344,398 10.49% 24 2036 40 366 8,784 351,360 46.7% 164,768 $ 18,901,311 3.04% 14,726,258 $ 10.49% 15,230,794 $ 15,638,173 $ 16,173,194 $ 16,602,548 $ 18,344,398 $ 3.43% 2.67% 3.42% 2.65% 10.49% 18,901,311 3.04% 13,091,130 $9.61 8,300 79.75 2.50% 13,399,523 $9.87 8,300 81.93 2.36% $ 13,693,797 $10.05 8,300 83.42 2.20% $ 13,891,506 $10.23 8,300 84.94 1.44% $ 14,271,833 $10.51 8,300 87.26 2.74% $ 14,663,804 $10.80 8,300 89.66 2.75% 15,179,809 $11.10 8,300 92.13 3.52% $ $ Fixed O&M $/kW Year to Year Change 646,555 $16.16 2.00% 659,486 $16.49 2.00% 672,675 $16.82 2.00% 686,129 $17.15 2.00% 699,852 $17.50 2.00% 713,849 $17.85 2.00% 728,126 $18.20 2.00% 742,688 $18.57 2.00% 757,542 $18.94 2.00% 772,693 $19.32 2.00% 788,146 $19.70 2.00% 803,909 $20.10 2.00% 819,988 $20.50 2.00% Variable O&M $/MWh Year to Year Change 307,302 $1.87 104.76% 311,135 $1.90 1.25% 317,358 $1.94 2.00% 324,908 $1.98 2.38% 330,179 $2.02 1.62% 336,783 $2.06 2.00% 344,795 $2.10 2.38% 350,389 $2.14 1.62% 358,725 $2.19 2.38% 364,545 $2.23 1.62% 371,835 $2.27 2.00% 379,272 $2.32 2.00% 389,734 $2.37 2.76% 14,492,600 $88.61 $ 14,810,064 $90.22 $ 15,028,743 $91.89 $ 15,431,815 $94.35 $ 15,846,985 $96.89 $562,207 3.82% $738,194 4.85% $828,110 5.30% $1,144,451 7.08% $1,170,733 7.05% $2,497,413 13.61% $2,511,781 13.29% Total Expenses S/MWh $ EBITDA Margin 11,596,177 $70.38 $ $313,791 2.63% 12,029,997 $73.55 $ ($120,029) -1.01% 12,595,298 $77.01 $ ($411,393) -3.38% 13,056,399 $79.53 $ ($501,678) -4.00% 13,516,874 $82.65 $ ($532,864) -4.10% 13,822,812 $84.52 $ ($494,233) -3.71% 14,164,051 $86.28 $ $ 16,389,530 $99.47 Interest Expense $1,272,327 $1,236,358 $1,197,942 $1,156,913 $1,113,092 $1,066,290 $1,016,304 $962,917 $905,898 $845,000 $779,958 $710,492 $636,300 Depreciation & Amortization $2,717,386 $2,723,197 $2,719,872 $2,725,732 $1,371,357 $21,589 $22,948 $24,333 $25,747 $26,720 $27,244 $27,779 $28,324 ($2,403,596) ($2,843,226) ($3,131,265) ($3,227,410) ($1,904,222) ($515,823) $539,259 $713,860 $802,363 $1,117,731 $1,143,489 $2,469,634 $2,483,457 EBIT EBT Loss Carryover Taxable Income Income Taxes Net Income Cash Flow Adjustments Add: Depreciation & Amortization Add: Interest Expense Less: Capital Expenditures Less: Change in Working Captial Free Cash Flow Percent of Cash Flow Period to Discount Present Value Factor Present Value of Cash Flow ($3,675,922) ($4,079,584) ($4,329,207) ($4,384,322) ($3,017,314) ($1,582,113) ($477,045) ($249,056) ($103,535) ($53,606,476) $0 $0 ($57,282,398) $0 $0 ($61,361,982) $0 $0 ($65,691,188) $0 $0 ($70,075,511) $0 $0 ($73,092,824) $0 $0 ($74,674,937) $0 $0 ($75,151,981) $0 $0 ($75,401,038) $0 $0 $ (3,675,922) $ (4,079,584) $ (4,329,207) $ (4,384,322) $ (3,017,314) $ (1,582,113) $ $ $2,717,386 $1,272,327 $26,111 $322,813 (35,133) $ $2,723,197 $1,236,358 $26,633 $0 (146,662) $ $2,719,872 $1,197,942 $27,166 $13,697 (452,256) $ $2,725,732 $1,156,913 $27,709 $18,541 (547,928) $ $1,371,357 $1,113,092 $28,263 $21,464 (582,592) $ $21,589 $1,066,290 $28,828 $17,228 (540,290) $ 100% 11.50 0.3955 ($13,896) 100% 12.50 0.3649 ($53,512) 100% 13.50 0.3366 ($152,226) 100% 14.50 0.3105 ($170,137) 100% 15.50 0.2864 ($166,882) 100% 16.50 0.2643 ($142,772) (477,045) $ $22,948 $1,016,304 $29,405 $69,884 462,918 100% 17.50 0.2438 $112,847 $ $272,731 (249,056) $ (103,535) $ $24,333 $962,917 $29,993 $25,227 682,974 $25,747 $905,898 $30,593 $20,369 777,148 100% 18.50 0.2249 $153,590 $ 100% 19.50 0.2075 $161,225 $363,531 ($75,504,573) $0 $0 $ 272,731 $26,720 $845,000 $31,205 $26,751 1,086,495 100% 20.50 0.1914 $207,935 ($75,231,842) $0 $0 $ 363,531 $ $27,244 $779,958 $31,829 $21,468 1,117,436 100% 21.50 0.1766 $197,285 $1,759,143 $1,847,157 ($74,868,311) $0 $0 ($73,109,168) $0 $0 $ 1,759,143 $ $27,779 $710,492 $32,466 $87,093 2,377,855 100% 22.50 0.1629 $387,281 $ 1,847,157 $ $28,324 $636,300 $33,115 $27,846 2,450,820 100% 23.50 0.1502 $368,234 Fair Market Value $5,600,000 $142 /kW MR Valuation Consulting, www.MRValuation.com LLC Page 55 Horowitz & Burnett, P.C. Highwood Generating Station 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 59 of 76 Discounted Cash Flow Analysis 25 2037 For the Year Ending December 31, 26 2038 40 365 8,760 350,400 46.7% 163,552 Nameplate Capacity (MW) Days per Year Hours per Year Gross Generation (MWh) Capacity Factor Net Generation (MWh) 27 2039 40 365 8,760 350,400 46.7% 164,160 23,544,142 $ 3.03% 24,350,565 $ 3.43% 25,001,872 $ 2.67% 25,762,803 $ 3.04% 28,567,925 $ 10.89% Fuel Expense Average Natural Gas Price Heat Rate $/MWh Year to Year Change $ 15,484,139 $ $11.41 8,300 94.67 2.00% 15,971,601 $ $11.72 8,300 97.29 3.15% 16,353,077 $ $12.05 8,300 99.99 2.39% 16,807,061 $ $12.38 8,300 102.76 2.78% 17,339,026 $ $12.73 8,300 105.62 3.17% 17,756,738 $ $13.08 8,300 108.57 2.41% 18,111,872 $ $13.34 8,300 110.74 2.00% 18,542,787 $ $13.61 8,300 112.96 2.38% Fixed O&M $/kW Year to Year Change 836,387 $20.91 2.00% 853,115 $21.33 2.00% 870,177 $21.75 2.00% 887,581 $22.19 2.00% 905,333 $22.63 2.00% 923,439 $23.09 2.00% 941,908 $23.55 2.00% Variable O&M $/MWh Year to Year Change 394,595 $2.41 1.25% 403,983 $2.46 2.38% 410,536 $2.51 1.62% 418,747 $2.56 2.00% 428,710 $2.61 2.38% 435,664 $2.66 1.62% 444,378 $2.72 2.00% EBITDA Margin Interest Expense Depreciation & Amortization EBIT EBT Loss Carryover Taxable Income Income Taxes Net Income Cash Flow Adjustments Add: Depreciation & Amortization Add: Interest Expense Less: Capital Expenditures Less: Change in Working Captial Free Cash Flow Percent of Cash Flow Period to Discount Present Value Factor Present Value of Cash Flow $ 18,673,069 $113.75 $ $ 24,350,565 3.43% 19,115,841 $116.88 $ $ 25,001,872 2.67% 19,498,158 $119.22 $ $ $5,503,713 22.01% 25,762,803 3.04% 30,218,885 $ 3.04% 31,254,214 3.43% 18,843,592 $ $13.88 8,300 115.21 1.62% 19,220,464 $ $14.16 8,300 117.52 2.00% 19,677,754 $ $14.44 8,300 119.87 2.38% 20,071,309 $14.73 8,300 122.27 2.00% 960,746 $24.02 2.00% 979,961 $24.50 2.00% 999,560 $24.99 2.00% 1,019,552 $25.49 2.00% 1,039,943 $26.00 2.00% 454,950 $2.77 2.38% 462,331 $2.83 1.62% 471,577 $2.88 2.00% 482,797 $2.94 2.38% 492,453 $3.00 2.00% $5,804,319 22.53% $ $8,282,041 28.99% 29,328,508 2.66% 20,691,601 $126.51 $2,907,169 14.82% $2,843,436 14.17% $3,124,678 15.05% $4,737,250 20.73% $4,871,074 20.69% $5,234,724 21.50% $557,060 $472,429 $382,040 $285,502 $182,396 $73,096 $0 $0 $0 $28,880 $29,448 $30,026 $30,616 $31,219 $31,805 $30,980 $28,848 $26,880 $2,878,288 $2,813,988 $3,094,652 $4,706,634 $4,839,855 $5,202,919 $5,472,733 $5,775,471 $8,255,162 $8,611,845 $ $ $8,636,906 29.45% 30,218,885 3.04% 40 365 8,760 350,400 46.7% 164,160 29,328,508 $ 2.66% 20,285,884 $124.03 $ 40 365 8,760 350,400 46.7% 164,160 31,254,214 3.43% $ 28,567,925 10.89% 36 2048 $ 19,958,483 $121.58 $ 35 2047 40 365 8,760 350,400 46.7% 163,552 22,850,640 $ 10.08% 18,113,389 $110.75 23,544,142 3.03% 40 365 8,760 350,400 46.7% 163,552 20,758,469 $ 3.42% $ $ 40 365 8,760 350,400 46.7% 164,160 34 2046 20,072,135 $ 2.29% 17,633,791 $107.82 22,850,640 10.08% 40 365 8,760 350,400 46.7% 163,552 33 2045 19,622,290 $ 3.81% $ $ 40 365 8,760 350,400 46.7% 163,552 32 2044 $ 17,228,699 $104.95 20,758,469 3.42% 40 365 8,760 350,400 46.7% 164,160 31 2043 Total Revenues Growth % $ $ 40 366 8,784 351,360 46.7% 163,552 30 2042 19,622,290 3.81% 16,715,121 $102.20 20,072,135 2.29% 40 365 8,760 350,400 46.7% 163,552 29 2041 $ $ $ 28 2040 Energy Revenues Year to Year Change Total Expenses S/MWh Appendix 2 As of January 1, 2013 21,180,102 $129.02 $ 21,603,704 $131.60 $9,038,782 29.91% $9,650,510 30.88% $0 $0 $0 $25,062 $23,383 $0 $9,015,399 $9,650,510 $2,321,229 $2,341,560 $2,712,612 $4,421,132 $4,657,459 $5,129,822 $5,472,733 $5,775,471 $8,255,162 $8,611,845 $9,015,399 $9,650,510 ($71,262,011) $0 $0 ($68,940,782) $0 $0 ($66,599,223) $0 $0 ($63,886,611) $0 $0 ($59,465,479) $0 $0 ($54,808,020) $0 $0 ($49,678,197) $0 $0 ($44,205,464) $0 $0 ($38,429,993) $0 $0 ($30,174,831) $0 $0 ($21,562,987) $0 $0 ($12,547,588) $0 $0 $ 2,321,229 $ $28,880 $557,060 $33,777 $36,049 2,837,342 100% 24.50 0.1386 $393,273 $ 2,341,560 $ $29,448 $472,429 $34,453 $22,492 2,786,491 100% 25.50 0.1279 $356,296 $ 2,712,612 $ $30,026 $382,040 $35,142 $34,317 3,055,220 100% 26.50 0.1180 $360,385 $ 4,421,132 $ $30,616 $285,502 $35,845 $104,609 4,596,797 100% 27.50 0.1088 $500,207 $ 4,657,459 $ $31,219 $182,396 $36,562 $34,675 4,799,837 100% 28.50 0.1004 $481,828 $ 5,129,822 $ $31,805 $73,096 $37,293 $40,321 5,157,110 100% 29.50 0.0926 $477,576 $ 5,472,733 $ $30,980 $0 $38,039 $32,565 5,433,109 100% 30.50 0.0854 $464,147 $ 5,775,471 $ $28,848 $0 $38,799 $38,047 5,727,473 100% 31.50 0.0788 $451,378 $ 8,255,162 $ $26,880 $0 $39,575 $140,256 8,102,210 100% 32.50 0.0727 $589,050 $ 8,611,845 $ $25,062 $0 $40,367 $38,029 8,558,510 100% 33.50 0.0671 $574,007 $ 9,015,399 $ $23,383 $0 $41,174 $44,519 8,953,089 100% 34.50 0.0619 $553,940 $ 9,650,510 $ $0 $0 $41,998 $51,766 9,556,746 100% 35.50 0.0571 $545,470 Fair Market Value $5,600,000 $142 /kW MR Valuation Consulting, www.MRValuation.com LLC Page 56 Horowitz & Burnett, P.C. Highwood Generating Station 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 60 of 76 Discounted Cash Flow Analysis 37 2049 For the Year Ending December 31, 38 2050 40 365 8,760 350,400 46.7% 164,160 Nameplate Capacity (MW) Days per Year Hours per Year Gross Generation (MWh) Capacity Factor Net Generation (MWh) 39 2051 40 365 8,760 350,400 46.7% 163,552 Energy Revenues Year to Year Change $ 32,208,412 3.05% Total Revenues Growth % $ 32,208,412 $ 3.05% Fuel Expense Average Natural Gas Price Heat Rate $/MWh Year to Year Change $ 20,472,735 $15.03 8,300 124.71 2.00% $ $ 37,250,829 15.66% 40 2052 40 365 8,760 350,400 46.7% 163,552 $ $ 59,660,943 26.81% 37,250,829 $ 15.66% 47,048,287 $ 26.30% 59,660,943 26.81% 20,804,848 $15.33 8,300 127.21 1.62% 21,220,945 $15.63 8,300 129.75 2.00% 21,806,296 $15.95 8,300 132.35 2.76% $ 47,048,287 26.30% 40 365 8,760 350,400 46.7% 164,768 $ Fixed O&M $/kW Year to Year Change 1,060,741 $26.52 2.00% 1,081,956 $27.05 2.00% 1,103,595 $27.59 2.00% 1,125,667 $28.14 2.00% Variable O&M $/MWh Year to Year Change 502,302 $3.06 2.00% 510,450 $3.12 1.62% 520,659 $3.18 2.00% 535,021 $3.25 2.76% $ Total Expenses S/MWh 22,035,778 $134.23 $ 22,397,255 $136.94 $ 22,845,200 $139.68 $ 23,466,985 $142.42 $10,172,633 31.58% $14,853,574 39.87% $24,203,087 51.44% $36,193,959 60.67% Interest Expense $0 $0 $0 $0 Depreciation & Amortization $0 $0 $0 $0 EBIT $10,172,633 $14,853,574 $24,203,087 $36,193,959 EBT $10,172,633 $14,853,574 $24,203,087 $36,193,959 Loss Carryover Taxable Income Income Taxes ($2,897,078) $7,275,555 $2,910,222 $0 $14,853,574 $5,941,430 $0 $24,203,087 $9,681,235 $0 $36,193,959 $14,477,584 EBITDA Margin Net Income Cash Flow Adjustments Add: Depreciation & Amortization Add: Interest Expense Less: Capital Expenditures Less: Change in Working Captial Free Cash Flow Percent of Cash Flow Period to Discount Present Value Factor Present Value of Cash Flow Appendix 2 As of January 1, 2013 $ 7,262,411 $ $0 $0 $42,838 $47,710 7,171,864 100% 36.50 0.0527 $377,627 $ 8,912,144 $ $0 $0 $43,694 $252,121 8,616,329 100% 37.50 0.0486 $418,528 $ 14,521,852 $ $0 $0 $44,568 $489,873 13,987,411 100% 38.50 0.0448 $626,773 $ 21,716,375 $ $0 $0 $45,460 $630,633 21,040,283 100% 39.50 0.0413 $869,751 Fair Market Value $5,600,000 $142 /kW MR Valuation Consulting, www.MRValuation.com LLC Page 57 Depreciation and Amortization Schedule As of January 1, 2013 Horowitz & Burnett, P.C. Highwood Generating Station Years Ending December 31 Appendix 2 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 61 of 76 1 2013 2 2014 3 2015 4 2016 5 2017 6 2018 7 2019 8 2020 9 2021 10 2022 11 2023 12 2024 13 2025 14 2026 15 2027 16 2028 17 2029 18 2030 19 2031 20 2032 RCNLD $47,000,000 Tangible Assets 3- Year Assets 5-Year Assets 7-Year Assets 10-Year Assets 15- Year Assets 20-Year Assets 39-Year Assets Land $47,000,000 $0 $0 $0 $0 $45,800,000 $0 $20,000 $1,180,000 100.000% 0.000% 0.000% 0.000% 0.000% 97.447% 0.000% 0.043% 2.511% Depreciation Rate 3- Year Assets 5-Year Assets 7-Year Assets 10-Year Assets 15- Year Assets 20-Year Assets 39-Year Assets 33.330% 20.000% 14.290% 10.000% 5.000% 3.750% 2.564% 44.450% 32.000% 24.490% 18.000% 9.500% 7.219% 2.564% 14.810% 19.200% 17.490% 14.400% 8.550% 6.677% 2.564% 7.410% 11.520% 12.490% 11.520% 7.700% 6.177% 2.564% 11.520% 8.930% 9.220% 6.930% 5.713% 2.564% 5.760% 8.920% 7.370% 6.230% 5.285% 2.564% 8.930% 6.550% 5.900% 4.888% 2.564% 4.460% 6.550% 5.900% 4.522% 2.564% 6.560% 5.910% 4.462% 2.564% 6.550% 5.900% 4.461% 2.564% 3.280% 5.910% 4.462% 2.564% 5.900% 4.461% 2.564% 5.910% 4.462% 2.564% 5.900% 4.461% 2.564% 5.910% 4.462% 2.564% 2.950% 4.461% 2.564% 4.462% 2.564% 4.461% 2.564% 4.462% 2.564% 4.461% 2.564% $0 $0 $0 $0 $2,290,000 $0 $513 $2,290,513 $0 $0 $0 $0 $4,351,000 $0 $513 $4,351,513 $0 $0 $0 $0 $3,915,900 $0 $513 $3,916,413 $0 $0 $0 $0 $3,526,600 $0 $513 $3,527,113 $0 $0 $0 $0 $3,173,940 $0 $513 $3,174,453 $0 $0 $0 $0 $2,853,340 $0 $513 $2,853,853 $0 $0 $0 $0 $2,702,200 $0 $513 $2,702,713 $0 $0 $0 $0 $2,702,200 $0 $513 $2,702,713 $0 $0 $0 $0 $2,706,780 $0 $513 $2,707,293 $0 $0 $0 $0 $2,702,200 $0 $513 $2,702,713 $0 $0 $0 $0 $2,706,780 $0 $513 $2,707,293 $0 $0 $0 $0 $2,702,200 $0 $513 $2,702,713 $0 $0 $0 $0 $2,706,780 $0 $513 $2,707,293 $0 $0 $0 $0 $2,702,200 $0 $513 $2,702,713 $0 $0 $0 $0 $2,706,780 $0 $513 $2,707,293 $0 $0 $0 $0 $1,351,100 $0 $513 $1,351,613 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 Intangible Assets Implied Value from Cost Approach Depreciation Rate (15-Year SL) Depreciation Expense $0 6.667% $0 6.667% $0 6.667% $0 6.667% $0 6.667% $0 6.667% $0 6.667% $0 6.667% $0 6.667% $0 6.667% $0 6.667% $0 Assets Installed Throughout Holding Period Capital Expenditures $21,000 $21,420 $21,848 $22,285 $22,731 $23,186 $23,649 $24,122 $24,605 $25,097 $25,599 $26,111 $26,633 $27,166 $27,709 $28,263 $28,828 $29,405 $29,993 $30,593 $788 $2,319 $3,768 $5,140 $6,443 $7,682 $8,862 $9,989 $11,125 $12,285 $13,467 $14,674 $15,904 $17,159 $18,439 $19,745 $21,077 $22,435 $23,821 $25,234 $2,291,300 $4,353,832 $3,920,181 $3,532,253 $3,180,896 $2,861,534 $2,711,574 $2,712,701 $2,718,418 $2,714,997 $2,720,760 $2,717,386 $2,723,197 $2,719,872 $2,725,732 $1,371,357 $21,589 $22,948 $24,333 $25,747 $788 $788 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $2,319 $1,516 $803 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $3,768 $1,402 $1,546 $819 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $5,140 $1,297 $1,430 $1,577 $836 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $6,443 $1,200 $1,323 $1,459 $1,609 $852 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $7,682 $1,110 $1,224 $1,350 $1,488 $1,641 $869 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $8,862 $1,026 $1,132 $1,248 $1,377 $1,518 $1,674 $887 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $9,989 $950 $1,047 $1,155 $1,273 $1,404 $1,548 $1,707 $905 $0 $0 $0 $0 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $11,125 $937 $969 $1,068 $1,178 $1,299 $1,432 $1,579 $1,741 $923 $0 $0 $0 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $12,285 $937 $956 $988 $1,089 $1,201 $1,325 $1,461 $1,611 $1,776 $941 $0 $0 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $13,467 $937 $956 $975 $1,008 $1,111 $1,225 $1,351 $1,490 $1,643 $1,812 $960 $0 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $14,674 $937 $956 $975 $994 $1,028 $1,133 $1,250 $1,378 $1,520 $1,676 $1,848 $979 $0 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $15,904 $937 $956 $975 $994 $1,014 $1,048 $1,156 $1,275 $1,406 $1,550 $1,709 $1,885 $999 $0 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $17,159 $937 $956 $975 $994 $1,014 $1,035 $1,069 $1,179 $1,300 $1,434 $1,581 $1,743 $1,923 $1,019 $0 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $18,439 $937 $956 $975 $994 $1,014 $1,034 $1,055 $1,091 $1,203 $1,326 $1,462 $1,613 $1,778 $1,961 $1,039 $0 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $19,745 $937 $956 $975 $994 $1,014 $1,035 $1,055 $1,076 $1,113 $1,227 $1,353 $1,492 $1,645 $1,814 $2,000 $1,060 $0 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $21,077 $937 $956 $975 $994 $1,014 $1,034 $1,055 $1,076 $1,098 $1,135 $1,251 $1,380 $1,522 $1,678 $1,850 $2,040 $1,081 $$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $22,435 $937 $956 $975 $994 $1,014 $1,035 $1,055 $1,076 $1,098 $1,120 $1,158 $1,276 $1,408 $1,552 $1,712 $1,887 $2,081 $$1,103 , $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $23,821 $937 $956 $975 $994 $1,014 $1,034 $1,055 $1,076 $1,098 $1,120 $1,142 $1,181 $1,302 $1,436 $1,583 $1,746 $1,925 $$2,123 , $1,125 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $25,234 $937 $956 $975 $994 $1,014 $1,035 $1,055 $1,076 $1,098 $1,120 $1,142 $1,165 $1,204 $1,328 $1,464 $1,615 $1,781 $$1,963 , $2,165 $1,147 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Depreciation Expense 3- Year Assets 5-Year Assets 7-Year Assets 10-Year Assets 15- Year Assets 20-Year Assets 39-Year Assets Total Depreciation Expense Depreciation Expense - Assets Installed Total Depreciation and Amortization Expense Depreciation Expense for Assets Installed in Year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 MR Valuation Consulting, LLC www.MRValuation.com Page 58 Depreciation and Amortization Schedule As of January 1, 2013 Horowitz & Burnett, P.C. Highwood Generating Station Years Ending December 31 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 62 of 76 21 2033 22 2034 23 2035 24 2036 25 2037 26 2038 27 2039 28 2040 29 2041 30 2042 31 2043 32 2044 33 2045 34 2046 Appendix 2 35 2047 RCNLD Tangible Assets 3- Year Assets 5-Year Assets 7-Year Assets 10-Year Assets 15- Year Assets 20-Year Assets 39-Year Assets Land Depreciation Rate 3- Year Assets 5-Year Assets 7-Year Assets 10-Year Assets 15- Year Assets 20-Year Assets 39-Year Assets 2.231% 2.564% 2.564% 2.564% 2.564% 2.564% 2.564% 2.564% 2.564% 2.564% 2.564% 2.564% 2.564% 2.564% 2.564% 2.564% $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 $0 $0 $0 $0 $0 $0 $513 $513 Assets Installed Throughout Holding Period Capital Expenditures $31,205 $31,829 $32,466 $33,115 $33,777 $34,453 $35,142 $35,845 $36,562 $37,293 $38,039 $38,799 $39,575 $40,367 $41,174 Depreciation Expense - Assets Installed $26,207 $26,731 $27,266 $27,811 $28,367 $28,935 $29,513 $30,104 $30,706 $31,292 $30,467 $28,335 $26,367 $24,549 $22,871 Total Depreciation and Amortization Expense $26,720 $27,244 $27,779 $28,324 $28,880 $29,448 $30,026 $30,616 $31,219 $31,805 $30,980 $28,848 $26,880 $25,062 $23,383 $26,207 $469 $956 $975 $994 $1,014 $1,034 $1,055 $1,076 $1,098 $1,120 $1,142 $1,165 $1,188 $1,228 $1,354 $1,494 $1,647 $$1,816 , $2,003 $2,209 $1,170 $0 $0 $0 $0 $0 $0 $0 $0 $0 $26,731 $0 $478 $975 $994 $1,014 $1,035 $1,055 $1,076 $1,098 $1,120 $1,142 $1,165 $1,188 $1,212 $1,253 $1,382 $1,524 $$1,680 , $1,853 $2,043 $2,253 $1,194 $0 $0 $0 $0 $0 $0 $0 $0 $27,266 $0 $0 $487 $994 $1,014 $1,034 $1,055 $1,076 $1,098 $1,120 $1,142 $1,165 $1,188 $1,212 $1,236 $1,278 $1,409 $$1,554 , $1,714 $1,890 $2,084 $2,298 $1,217 $0 $0 $0 $0 $0 $0 $0 $27,811 $0 $0 $0 $497 $1,014 $1,035 $1,055 $1,076 $1,098 $1,120 $1,142 $1,165 $1,188 $1,212 $1,236 $1,261 $1,304 $$1,437 , $1,585 $1,748 $1,928 $2,125 $2,344 $1,242 $0 $0 $0 $0 $0 $0 $28,367 $0 $0 $0 $0 $507 $1,034 $1,055 $1,076 $1,098 $1,120 $1,142 $1,165 $1,188 $1,212 $1,236 $1,261 $1,286 $$1,330 , $1,466 $1,617 $1,783 $1,966 $2,168 $2,391 $1,267 $0 $0 $0 $0 $0 $28,935 $0 $0 $0 $0 $0 $517 $1,055 $1,076 $1,098 $1,120 $1,142 $1,165 $1,188 $1,212 $1,236 $1,261 $1,286 $$1,312 , $1,356 $1,495 $1,649 $1,818 $2,005 $2,211 $2,438 $1,292 $0 $0 $0 $0 $29,513 $0 $0 $0 $0 $0 $0 $528 $1,076 $1,098 $1,120 $1,142 $1,165 $1,188 $1,212 $1,236 $1,261 $1,286 $$1,312 , $1,338 $1,383 $1,525 $1,682 $1,855 $2,046 $2,255 $2,487 $1,318 $0 $0 $0 $30,104 $0 $0 $0 $0 $0 $0 $0 $538 $1,098 $1,120 $1,142 $1,165 $1,188 $1,212 $1,236 $1,261 $1,286 $$1,312 , $1,338 $1,365 $1,411 $1,556 $1,716 $1,892 $2,086 $2,300 $2,537 $1,344 $0 $0 $30,706 $0 $0 $0 $0 $0 $0 $0 $0 $549 $1,120 $1,142 $1,165 $1,188 $1,212 $1,236 $1,261 $1,286 $$1,312 , $1,338 $1,365 $1,392 $1,439 $1,587 $1,750 $1,930 $2,128 $2,346 $2,588 $1,371 $0 $31,292 $0 $0 $0 $0 $0 $0 $0 $0 $0 $560 $1,142 $1,165 $1,188 $1,212 $1,236 $1,261 $1,286 $$1,312 , $1,338 $1,365 $1,392 $1,420 $1,468 $1,619 $1,785 $1,968 $2,171 $2,393 $2,639 $1,371 $30,467 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $571 $1,165 $1,188 $1,212 $1,236 $1,261 $1,286 $$1,312 , $1,338 $1,365 $1,392 $1,420 $1,449 $1,497 $1,651 $1,821 $2,008 $2,214 $2,441 $2,639 $28,335 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $583 $1,188 $1,212 $1,236 $1,261 $1,286 $$1,312 , $1,338 $1,365 $1,392 $1,420 $1,448 $1,478 $1,527 $1,684 $1,857 $2,048 $2,258 $2,441 $26,367 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $594 $1,212 $1,236 $1,261 $1,286 $$1,312 , $1,338 $1,365 $1,392 $1,420 $1,449 $1,477 $1,507 $1,558 $1,718 $1,894 $2,089 $2,258 $24,549 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $606 $1,236 $1,261 $1,286 $$1,312 , $1,338 $1,365 $1,392 $1,420 $1,448 $1,478 $1,507 $1,537 $1,589 $1,752 $1,932 $2,089 $22,871 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $618 $1,261 $1,286 $$1,312 , $1,338 $1,365 $1,392 $1,420 $1,449 $1,477 $1,507 $1,537 $1,568 $1,621 $1,787 $1,932 Depreciation Expense 3- Year Assets 5-Year Assets 7-Year Assets 10-Year Assets 15- Year Assets 20-Year Assets 39-Year Assets Total Depreciation Expense Intangible Assets Implied Value from Cost Approach Depreciation Rate (15-Year SL) Depreciation Expense Depreciation Expense for Assets Installed in Year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 MR Valuation Consulting, LLC www.MRValuation.com Page 59 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 63 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 APPENDIX 3: WEIGHTED AVERAGE COST OF CAPITAL MR Valuation Consulting, LLC Page 60 Horowitz & Burnett, P.C. Highwood Generating Station Ticker Guideline Companies: PPL AEE D FE DUK NEE PPL Corporation Ameren Corporation Dominion Resources First Energy Duke Energy NextEra Energy, Inc. 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 64 of 76 Weighted Average Cost of Capital CAPM Model Unlevered Equity Beta Debt-to-Equity Selected Subject Tax Rate Relevered Equity Beta Risk Free Rate: 20-Year Treasury Security Equity Risk Premium Levered Equity Beta Cost of Equity Capital Unsystematic Risk Factors: Size Premium Company-Specific Risk Subject's Cost of Equity Capital 20-Year Treasury Security Aaa Corporate Bond Yield Baa Corporate Bond Yield Indicated Pre-Tax Cost of Debt Capital Additional Risk Compensation Concluded Pre-Tax Cost of Debt Capital Tax Rate After-Tax Cost of Debt Debt-to-Capital Equity-to-Capital Conclusion Weighted Average Cost of Capital Appendix 3 As of January 1, 2013 Total Book Value of LT Debt $ $ $ $ $ $ 17,993,000,000 6,677,000,000 17,394,000,000 16,185,000,000 18,679,000,000 20,810,000,000 Share Price $ $ $ $ $ $ 29.09 31.32 52.92 41.98 65.01 70.52 Market Capitalization Shares Outstanding 581,700,000 242,630,000 574,610,000 418,220,000 704,240,000 423,000,000 $ $ $ $ $ $ 16,921,653,000 7,599,171,600 30,408,361,200 17,556,875,600 45,782,642,400 29,829,960,000 Total Market Value of Capital $ $ $ $ $ $ 34,914,653,000 14,276,171,600 47,802,361,200 33,741,875,600 64,461,642,400 50,639,960,000 Debt to Capital Equity to Capital 51.53% 46.77% 36.39% 47.97% 28.98% 41.09% Average Median Selected 0.29 100.00% 40.00% 0.46 48.5% 53.2% 63.6% 52.0% 71.0% 58.9% 42.1% 43.9% 50.0% 57.9% 56.1% 50.0% Effective Tax Rate 31.39% 37.08% 34.31% 39.77% 30.50% 21.57% 32.4% 32.9% 40.00% Levered Equity Beta Unlevered Equity Beta 0.41 0.55 0.44 0.40 0.31 0.51 0.24 0.35 0.32 0.26 0.24 0.33 --- 0.29 0.29 0.29 Unlevered Equity Beta = Levered Equity Beta / [1 + (1 - Tax Rate) x Debt-to-Equity] Levered Equity Beta = Unlevered Equity Beta x [1 + (1 - Tax Rate) x Debt-to-Equity] 2.48% 6.14% 0.46 5.32% Source: Ibbotson Associates 2012 Ibbotsons SBBI (2012), as of the Valuation Date Relevered Equity Beta = Unlevered Equity Beta x [1+ (1-Selected Subject Tax Rate) x Debt-to-Equity] Cost of Equity Capital = CAPM = Risk Free Rate + Levered Equity Beta x Equity Risk Premium 3.89% 2.00% Source: Ibbotson Associates 2012, Size Premium Mid-Cap, Decile 3 Based on qualitiative observations of subject facility and market comparables 11.21% 2.48% 3.85% 4.63% 4.63% 2.00% 6.60% Source: Ibbotson Associates 2012 Based on Aaa rate as of the Valuation Date. Source: Federal Reserve. 40.00% 3.96% 50.00% 50.00% 7.59% 7.59% WACC = [(Debt-to-Capital x Cost of Debt x (1 - Tax Rate)] + [Equity-to-Capital X Cost of Equity Capital] Notes: (1) Book value of debt used as an approximation of market value. For purposes of calculating capital structure preferred equity, if any, was added to debt at book value. (2) Represents current stock price times common shares outstanding. Source: Hoovers, GOOGLE Finance MR Valuation Consulting, LLC www.MRValuation.com Page 61 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 65 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 APPENDIX 4: PROPERTY TAX ADJUSTED WEIGHTED AVERAGE COST OF CAPITAL MR Valuation Consulting, LLC Page 62 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 66 of 76 Horowitz & Burnett, P.C. Property Tax Adjusted Weighted Average Cost of Capital Highwood Generating Station As of January 1, 2013 Appendix 4 Property Tax Adjusted WACC - Discount Rate for Cash Flows EXCLUDING Property Tax Expense Nominal Property Tax Rate Assessment Ratio Adjusted Property Tax Rate Add: Concluded WACC Property Tax-Adjusted WACC MR Valuation Consulting, LLC www.MRValuation.com 1.43% 59.00% 0.84% 7.59% 8.40% Page 63 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 67 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 APPENDIX 5: REPLACEMENT COST NEW ANALYSIS MR Valuation Consulting, LLC Page 64 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 68 of 76 Horowitz & Burnett, P.C. Highwood Generating Station Replacement Cost New Analysis Appendix 5 REPLACEMENT COST NEW - SIMPLE CYCLE COMBUSTION TURBINE January 1, 2013 1 2 3 4 5 Subscriber making survey Name of Facility Located at Client Date S. Munson Highwood Generating Station 369 Salem Road, Great Falls, MT Horowitz & Burnett, P.C. 1/31/2012 6 Type of Facility 7 Reference Document 8 Reference Section Combustion Turbine EIA Updated Capital Cost Estimates… (11/10) Section 8 9 EIA Total Project Cost (October 1, 2010 $/kW) For CT Plant in MT $ 963 TIME RELATED COSTS 10 Time To Construct Plant (Years) 11 Average Period In Which Loan Is Outstanding (Years) 12 Construction Loan Interest 13 Time Related Cost Factor: 0.92 0.46 3.25% 1.01 REPLACEMENT COST NEW 14 15 16 17 18 19 Handy Whitman Trend Factor E5 - 2010 Handy y Whitman Trend Factor E5 - Current Trend Factor Adjustment: Line 17 / Line 16 Concluded Cost Per Unit Capacity: $ Capacity (kW) MR Valuation Consulting, LLC www.MRValuation.com Replacement Cost New: $ 560 602 1.08 1,051 46,000 48,300,000 Page 65 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 69 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 APPENDIX 6 COST APPROACH ANALYSIS MR Valuation Consulting, LLC Page 66 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 70 of 76 Horowitz & Burnett, P.C. Cost Approach Analysis Highwood Generating Station Appendix 6 As of January 1, 2013 Replacement Cost New (Excluding Land) Less: Functional Obsolescence Due to Excess Capital Cost Replacement Cost New - Modern Simple Cycle Plant $ $ $ 91,000,000 (42,700,000) 48,300,000 $ $ $ (1,200,000) (42,700,000) (43,900,000) Replacement Cost New Less Depreciation - Highwood Generating Station $ 4,400,000 Add: Land $ 1,181,000 $ 5,600,000 Less: Depreciation Physical (Age / Life = 1 Year / 40 Years) External Obsolescence 3% Subtotal Accrued Depreciation Cost Approach To Value - Highwood Generating Station MR Valuation Consulting, LLC www.MRValuation.com Page 67 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 71 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 APPENDIX 7 PHOTOGRAPHS MR Valuation Consulting, LLC Page 68 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 72 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Photograph 1: Highwood Generating Station Photograph 2: Noise Mitigation Wall Photograph Date: February 13, 2013 MR Valuation Consulting, LLC Page 69 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 73 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Photograph 3: Fire Water Pump House and Tank Photograph 4: Fuel Gas Compressor Photograph Date: February 13, 2013 MR Valuation Consulting, LLC Page 70 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 74 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Photograph 5: Gas Turbine: (Left to Right) HP Compressor, Hydraulic Starter/Stop System, LP Compressor Photograph 6: Gas Turbine– (Left to Right) Turbine, Combustion Chamber, HP Compressor Photograph Date: February 13, 2013 MR Valuation Consulting, LLC Page 71 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 75 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Photograph 7: Turbogenerator Photograph 8: Turbogenerator Nameplate Photograph Date: February 13, 2013 MR Valuation Consulting, LLC Page 72 11-62031-RBK Doc#: 816-1 Filed: 04/19/13 Entered: 04/19/13 14:43:20 Page 76 of 76 Mr. Lee Freeman Appraisal of the Highwood Generating Station, As of January 1, 2013 March 29, 2013 Photograph 9: Turbine Air Intake Photograph 10: Wind Sock Photograph Date: February 13, 2013 MR Valuation Consulting, LLC Page 73