-----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, TSF9kP62fP7Hzetf17IcKuASJmKmfpiNWDPR2FSvYnKyg/ukUX23zWgbuAmKQld/ EujMyQwGwasGTZhi8obcFw== 0000071297-99-000011.txt : 19990303 0000071297-99-000011.hdr.sgml : 19990303 ACCESSION NUMBER: 0000071297-99-000011 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: SEC FILE NUMBER: 070-08803 FILM NUMBER: 99554769 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083669011 MAIL ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 35-CERT 1 File No. 70-8803 CERTIFICATE OF NOTIFICATION (Rule 24) SECURITIES AND EXCHANGE COMMISSION BY NEES Energy, Inc. In accordance with the order of the Securities and Exchange Commission dated May 23, 1996, the following is a report for the fourth quarter of 1998: 1. NEES Energy, Inc. (NEES Energy), a Massachusetts Corporation,was formed on June 14, 1996. The corporation was capitalized on August 9, 1996 when one thousand shares of NEES Energy common stock were issued and sold to New England Electric System (NEES). 2. As of December 31, 1998 NEES had purchased 1,000 shares of NEES Energy common stock and made subordinated loans and other paid-in capital contributions to NEES Energy totaling $68,597,000 and $10,805,000, respectively. 3. As of December 31, 1998 NEES Energy had no permanent personnel and during the fourth quarter of 1998 there were no individuals assigned on a substantially full-time basis. 4. During the fourth quarter of 1998 NEES Energy had no kilowatt hours sold or marketed. 5. In December 1996, following SEC approval of a joint venture with a subsidiary of Eastern Enterprises (HCAR No. 35- 26633), NEES Energy invested in AllEnergy Marketing Company, L.L.C.(AllEnergy), a limited liability corporation. AllEnergy is engaged in the business of marketing and selling energy commodities and energy related services. In December of 1997, NEES Energy increased its ownership share to 99%. The remaining 1% is owned by NEES Global, Inc, an affiliated company. 6. During the second quarter, a new energy related company was formed in Delaware and is 100% owned by NEES Energy; this company is also named AllEnergy Marketing Co., L.L.C. (AllEnergy DE). It is presently planned to merge the Massachusetts AllEnergy Marketing Co., L.L.C. with and into AllEnergy DE. Following such a merger, AllEnergy DE would be the surviving entity. 7. Attached in Exhibits A through C are a consolidated balance sheet as of December 31, 1998, consolidated income statements and statements of cash flows for the quarter and twelve months ended December 31, 1998. Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this certificate of notification (Commission's File No. 70-8803) to be signed on its behalf by the undersigned officer thereunto duly authorized. By: s/John G. Cochrane ___________________________ John G. Cochrane Treasurer Date: March 1, 1999 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Consolidated Balance Sheet at Filed December 31, 1998 herewith (Unaudited, subject to adjustment) B1 Consolidated Statement of Income and Filed Accumulated Deficit For the Quarter herewith ended December 31, 1998 (Unaudited, Subject to Adjustment) C1 Consolidated Statement of Cash Flows Filed For the Quarter Ended December 31, 1998 herewith (Unaudited, Subject to Adjustment) B2 Consolidated Statement of Income and Filed Accumulated Deficit For the Twelve herewith Months ended December 31, 1998 (Unaudited, Subject to Adjustment) C2 Consolidated Statement of Cash Flows Filed For the Twelve Months December 31, 1998 herewith (Unaudited, Subject to Adjustment) EX-99 3 EXHIBIT A Exhibit A NEES Energy, Inc. Consolidated Balance Sheet (Thousands of Dollars) As of December 31, 1998 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $ 4,193 Accounts receivable and unbilled revenue, less reserves of $1,032 32,192 Inventory 14,018 Prepaid and other current assets 14,671 ------- Total current assets 65,074 ------- Fixed assets 7,180 Less accumulated depreciation (1,150) ------- Net fixed assets 6,030 ------- Other investments 777 Goodwill 13,681 Deferred federal and state income taxes 823 Other assets 946 ------- $87,331 ======= LIABILITIES AND CAPITALIZATION - ------------------------------ Current liabilities: Long term debt due in one year $ 307 Accounts payable (including $28 to affiliates) 9,655 Accrued liabilities 18,321 Capital lease - current portion 35 ------- Total current liabilities 28,318 Long term debt 828 Capital lease obligation 95 Other long-term liabilities 704 ------- Total liabilities 29,945 ------- Parent company's investment: Common stock, par value $1 per share 1 Subordinated notes payable to parent 68,597 Other paid-in capital 10,805 Accumulated deficit (22,473) ------- 56,930 Minority interest 456 ------- $87,331 ======= EX-99 4 EXHIBIT B1 Exhibit B1 NEES ENERGY, INC. Consolidated Statement of Income and Accumulated Deficit (Thousands of Dollars) For the Quarter Ended December 31, 1998 (Unaudited, Subject to Adjustment) INCOME Revenue (1) $ 68,795 -------- Total income 68,795 -------- EXPENSES Operating expenses Cost of sales 64,523 Depreciation 552 Selling, general and administrative expenses 8,407 Income tax (1,525) -------- Total operating expenses 71,957 -------- Other income (expense), net 117 -------- Net income/(loss) (3,045) Accumulated deficit at beginning of period (19,428) -------- Accumulated deficit at end of period $(22,473) ======== (1) Represents revenue of subsidiary (AllEnergy Marketing Co., L.L.C.) EX-99 5 EXHIBIT C1 Exhibit C1 NEES Energy, Inc. Consolidated Statement of Cash Flows (Thousands of Dollars) For the Quarter Ended December 31, 1998 (Unaudited, Subject to Adjustment) Operating activities: Net income/(loss) $ (3,045) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation and amortization 552 (Increase) decrease in deferred taxes (166) (Increase) decrease in accounts receivable and unbilled revenue (8,919) Increase (decrease) in inventory 3,070 (Increase) decrease in prepaid and other current assets (10,263) Increase (decrease) in accounts payable (407) Increase (decrease) in other current liabilities 8,642 Other, net 1,222 -------- Net cash provided by (used in) operating activities $ (9,314) -------- Investing activities: Fixed asset expenditures $ (738) -------- Net cash used in investing activities $ (738) -------- Financing activities: Subordinated notes payable to parent-issues $ 7,255 Increase (decrease) in long-term debt 486 -------- Net cash provided by financing activities $ 7,741 -------- Net increase (decrease) in cash and cash equivalents $ (2,311) Cash and cash equivalents at beginning of period 6,504 -------- Cash and cash equivalents at end of period $ 4,193 ======== EX-99 6 EXHIBIT B2 Exhibit B2 NEES ENERGY, INC. Consolidated Statement of Income and Accumulated Deficit (Thousands of Dollars) For the Twelve Months Ended December 31, 1998 (Unaudited, Subject to Adjustment) INCOME Revenue (1) $171,433 -------- Total income 171,433 -------- EXPENSES Operating expenses Cost of sales 162,329 Depreciation 1,361 Selling, general and administrative expenses 28,042 Income tax (6,989) -------- Total operating expenses 184,743 -------- Other income (expense), net 321 -------- Net income/(loss) (12,989) Accumulated deficit at beginning of period (9,484) -------- Accumulated deficit at end of period $(22,473) ======== (1) Represents revenue of subsidiary (AllEnergy Marketing Co., L.L.C.) EX-99 7 EXHIBIT C2 Exhibit C2 NEES ENERGY, INC. Statement of Cash Flows (Thousands of Dollars) For the Twelve Months Ended December 31, 1998 (Unaudited, Subject to Adjustment) Operating activities: Net income/(loss) $(12,989) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation and amortization 1,361 Deferred federal and state income taxes (166) (Increase) decrease in accounts receivable and unbilled revenue (8,363) (Increase) decrease in inventory (9,895) (Increase) decrease in prepaid and other current assets (12,185) Increase (decrease) in accounts payable 1,403 Increase (decrease) in other current liabilities 4,600 Other, net 1,474 -------- Net cash provided by (used in) operating activities $(34,760) -------- Investing activities: Fixed asset expenditures $ (2,232) Investment in Weatherwise (600) Acquisition of Northeastern Fuels fixed assets (3,350) Investment in PAL Energy (13,645) -------- Net cash used in investing activities $(19,827) -------- Financing Activities: Subordinated notes payable to parent-issues $ 45,880 Capital contribution from parent 10,805 Increase in long-term debt 486 -------- Net cash provided by financing activities $ 57,171 -------- Net increase (decrease) in cash and cash equivalents $ 2,584 Cash and cash equivalents at beginning of period 1,609 -------- Cash and cash equivalents at end of period $ 4,193 ======== -----END PRIVACY-ENHANCED MESSAGE-----