-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OO++NJPyR29nrBpw4yvWSLXMWijYk8sxKdmPq4qBlP1TE467gIV+0R0WOw6pluTt QSgbY1HhJYC0VYg3LaSSVw== 0000031224-00-000010.txt : 20000411 0000031224-00-000010.hdr.sgml : 20000411 ACCESSION NUMBER: 0000031224-00-000010 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN UTILITIES ASSOCIATES CENTRAL INDEX KEY: 0000031224 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041271872 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: SEC FILE NUMBER: 070-09611 FILM NUMBER: 581915 BUSINESS ADDRESS: STREET 1: ONE LIBERTY SQ STREET 2: P O BOX 2333 CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6173579590 U-1/A 1 GUARANTY OF CERTAIN PERFORMANCE OBLIGATIONS OF EUA COGENEX File No. 70 - 9611 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM U-1 DECLARATION WITH RESPECT TO THE GUARANTY OF CERTAIN PERFORMANCE OBLIGATIONS OF EUA COGENEX CORPORATION BY EASTERN UTILITIES ASSOCIATES UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ________________________________ EASTERN UTILITIES ASSOCIATES ("EUA") 750 West Center Street, P.O. Box 543, West Bridgewater, MA 02379 _________________________________ Clifford J. Hebert, Jr. Treasurer Eastern Utilities Associates 750 West Center Street, P.O. Box 543, West Bridgewater, MA 02379 (Name and address of agent for service) The Commission is requested to mail signed copies of all orders, notices and communications to: Arthur I. Anderson, P.C. McDermott, Will & Emery 28 State Street Boston, MA 02109-1775 This Amendment No. 3 to the Declaration on Form U-1 of Eastern Utilities Associates ("EUA"), Commission File No. 70-9611, filed on January 19, 2000 as amended by Amendment No. 2 dated March 28, 2000, hereby amends and restates Exhibits b-1, b-2 and b-3 as follows: ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS. (* Filed herewith) (b) Financial Statements. * b-1 Cogenex Consolidated Statements of Cash Flow for the Years Ended December 31, 1998 and 1999 (Unaudited) * b-2 Cogenex Consolidated Balance Sheets for December 31, 1998 and 1999 (Unaudited) * b-3 Cogenex Consolidated Statements of Operations for the Years Ended December 31, 1998 and 1999 (Unaudited) S I G N A T U R E Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this statement to be duly signed on its behalf by the undersigned thereunto duly authorized. Date: March 29, 2000 EASTERN UTILITIES ASSOCIATES By: /s/ Clifford J. Hebert, Jr. Clifford J. Hebert, Jr. Treasurer EX-99 2 EXHIBIT B-1, COGENEX CONSOLIDATED STATEMENTS OF CASH FLOW EUA COGENEX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, (in thousands) (UNAUDITED)
1999 1998 Cash flow from operating activities: Net (loss) income ($6,647) ($1,481) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 10,674 12,149 Deferred taxes 1,789 (628) Gains on sales of investments in energy savings projects paid for with notes and leases receivable (2,240) (2,826) Costs of energy savings cash sales type projects 16,958 12,827 Pension and other postretirement benefit liability 19 21 Amortization of deferred revenues 11 Equity Earnings in Joint Ventures (457) Loss on disposition of Day & DayMetrix division assets 3,488 Collections of principal portion of project notes and leases receivable 7,815 10,216 Proceeds from sales of notes and leases receivable to third parties 0 7,045 Other - net 1,709 1,600 Changes in operating assets and liabilities, net of effect of transfer of Renova assets: Accounts receivable, net 4,655 6,107 Inventory, net 24 3 Accounts payable 1,569 637 Accrued taxes (77) (192) Accrued interest (65) (79) Other current assets and liabilities - net 1,257 (2,596) Net cash provided from operating activities 40,471 42,814 Cash flow from investing activities: Expenditures for investments in energy savings projects (33,792) (26,494) Equity Investments in Joint Ventures 785 Proceeds from Transfer of Renova assets 1,717 Proceeds from Sale of Day division assets 2,894 Collections on financing notes and leases receivable 14,733 11,558 Net cash used in investing activities (15,380) (13,219) Cash flow from financing activities: Retirement of long - term debt (6,700) (6,700) Net (decrease) increase in short-term debt (15,901) (24,585) Net cash used in financing activities (22,601) (31,285) Net decrease in cash and cash equivalents 2,490 (1,690) Cash and cash equivalents at beginning of year 2,782 4,472 Cash and cash equivalents at end of year $5,272 $2,782 Supplemental disclosures of cash flow information: Cash paid (received) during the year for: Interest, net of amounts capitalized $7,148 $9,087 Income taxes (refund) ($3,709) ($1,172) Supplemental schedule of non-cash investing activities: Conversion of investments in energy savings projects to notes and leases receivable $1,922 $4,529 Supplemental schedule of non-cash financing activities: Foreign Currency Translation Adjustment, net of tax 36 ($47)
EX-99 3 B-2, COGENEX CONSOLIDATED BALANCE SHEETS EUA COGENEX CORPORATION CONSOLIDATED BALANCE SHEETS DECEMBER 31, (in thousands) (UNAUDITED)
ASSETS 1999 1998 Current assets: Cash and cash equivalents ($690 and $839, respectively, is restricted) $5,272 $2,782 Customer accounts receivable (net of allowance for doubtful accounts of $794 and $693, respectively) 7,498 13,420 Unbilled customer revenues 6,746 6,440 Other accounts receivable 5,340 4,721 Notes receivable and net investment in leases receivable 13,400 16,380 Inventories 104 827 Prepayments and other current assets 513 2,039 Total current assets 38,873 46,609 Property, plant and equipment 81,411 95,852 Less: accumulated depreciation (44,463) (50,085) Net property, plant and equipment 36,948 45,767 Energy savings projects in progress 2,598 6,716 Net property, plant, equipment and projects in progress 39,546 52,483 Other non - current assets: Notes receivable and net investment in leases receivable 39,377 40,934 Contract rights - net 3,207 3,612 Intangible assets - net 5,580 7,876 Deferred income tax benefit 8,740 10,045 Miscellaneous non - current assets 2,308 3,447 Total other non - current assets 59,212 65,914 Total assets $137,631 $165,006
EUA COGENEX CORPORATION CONSOLIDATED BALANCE SHEETS DECEMBER 31, (in thousands) (UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998 Current liabilities: Notes payable $207 $16,108 Current maturities of long - term debt 77,400 6,700 Accounts payable - trade 815 1,448 - associated companies 2,314 1,133 - other 2,415 57 Accrued interest 1,123 1,188 Accrued taxes (18) 63 Accrued contract expenses 3,878 2,404 Reserve for loss on discontinued operations 55 956 Miscellaneous current liabilities 1,366 1,996 Total current liabilities 89,555 32,053 Long-term liabilities: Long-term debt 77,400 Other liabilities: Deferred credits and other non current liabilities 2,331 3,681 Accumulated deferred income taxes 6,197 5,713 Total long-term and other liabilities 8,528 86,794 Stockholders' equity: Common stock, $.01 par value, authorized, issued and outstanding, 1,000 shares Paid in capital 47,337 47,337 Retained earnings (deficit) (7,651) (1,004) Accumulated other comprehensive income (loss) (138) (174) Total common stockholders' equity 39,548 46,159 Preferred stock, $.01 par value, authorized, issued and outstanding, 7,500 shares Total liabilities and stockholders' equity $137,631 $165,006
EX-99 4 B-3, COGENEX CONSOLIDATED STATEMENTS OF OPERATIONS EUA COGENEX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, (in thousands) (UNAUDITED)
1999 1998 Revenues: Paid from savings $15,917 $19,815 Energy savings projects sales and sales-type leases 25,227 24,748 Installation and fabrication of energy savings equipment 0 1,331 Total revenues 41,144 45,894 Contract expenses: Maintenance 1,130 1,164 Other contract expenses 1,475 3,836 Depreciation and amortization 9,011 10,143 Cost of energy savings project sales and sales-type lease transactions 21,158 15,842 Total contract expenses 32,774 30,985 Cost of installation and fabrication 0 1,066 Gross profit 8,370 13,843 Operating expenses: General and administrative 8,316 8,177 Depreciation and amortization 980 1,305 Taxes other than income 464 572 Total operating expenses 9,760 10,054 Income from operations (1,390) 3,789 Other income and deductions: Interest income 5,120 6,033 Equity earnings of subsidiaries 457 (10) Other - net 194 1,525 Total other income and deductions 5,771 7,548 Interest expense: Interest on long-term debt 6,841 7,473 Interest on short-term debt 339 1,769 Other interest 48 106 Capitalized interest (189) (234) Total interest expense 7,039 9,114 Income before income taxes (2,658) 2,223 Provision for income taxes - benefit (expense) 390 (657) Income from continuing operations (2,268) 1,566 Discontinued operations: Loss from Day/DayMetrix operations (net of income tax benefit of $249 in 99 and $338 in 1998) (549) (802) Loss from disposal of Day/DayMetrix (net of income tax benefit of $1,003 in 99) (3,273) Loss on disposal of cogeneration (net of income tax benefit of $300 in 99 and $1,208 in 1998) (557) (2,245) Net (loss) income ($6,647) ($1,481)
-----END PRIVACY-ENHANCED MESSAGE-----