-----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, LOQkB9eIGHg86kZaWJQbRNBjv+0aiupwBIFyGEFgHkqwlW/nS+FOBt1hC/Q5PcNc zjL6c6teGIhUOkZG4QJzGA== /in/edgar/work/0000071297-00-000099/0000071297-00-000099.txt : 20001130 0000071297-00-000099.hdr.sgml : 20001130 ACCESSION NUMBER: 0000071297-00-000099 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20001129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL GRID USA CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: [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: 780374 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083892000 MAIL ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM DATE OF NAME CHANGE: 19920703 35-CERT 1 0001.txt 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 second quarter of fiscal year 2001: 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). On March 22, 2000 NEES was acquired by National Grid Group plc, and renamed National Grid USA. In conjunction with the merger, the Company's accounting year changed from a calendar year to a fiscal year beginning April 1 and ending March 31. 2.In connection with the merger of NEES and National Grid Group plc, as of March 22, 2000, the estimated fair value of AllEnergy Marketing Co., LLC (a wholly owned subsidiary of NEES Energy, Inc.) was recorded as an asset held for sale. This estimate changed during the quarter due to intercompany borrowings and repayments. Also, the estimate was revised to reflect the net realizable value of the company as well as estimated operating losses incurred during the holding period. 3.As of September 30, 2000, National Grid USA had purchased 1,000 shares of NEES Energy common stock and made subordinated loans and other paid-in capital contributions to NEES Energy totaling $175,522,000 and $10,655,000, respectively. 4.As of September 30, 2000, NEES Energy had no permanent personnel and during the second quarter of fiscal year 2001 there were no individuals assigned on a substantially full-time basis. 5.During the second quarter of fiscal year 2001, NEES Energy had no kilowatt hours sold or marketed. 6.Attached in Exhibits A through C are a consolidated balance sheet as of September 30, 2000, consolidated income statements and statements of cash flows for the quarter, six months and twelve months ended September 30, 2000. 7.During the second quarter AllEnergy Marketing Company, LLC sold its membership interest in Texas Liquids, LLC to an unaffiliated third party. Subsequent to the end of the quarter certain of the assets of the Griffith Consumers division and certain of the assets of the New York Fuels division were sold to unaffiliated third parties. 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. NEES Energy, Inc. By: s/ John G. Cochrane ___________________________ John G. Cochrane President and Treasurer Date: November 29, 2000 EX-99 2 0002.txt EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Consolidated Balance Sheet at Filed September 30, 2000 herewith (Unaudited, subject to adjustment) B Consolidated Statement of Income andFiled Accumulated Deficit For the Quarterherewith and Six Months ended September 30, 2000 (Unaudited, Subject to Adjustment) C Consolidated Statement of Cash Flows Filed For the Quarter and Six Months ended herewith September 30, 2000 (Unaudited, Subject to Adjustment) B1 Consolidated Statement of Income andFiled Accumulated Deficit For the Twelve herewith Months ended September 30, 2000 (Unaudited, Subject to Adjustment) C1 Consolidated Statement of Cash Flows Filed For the Twelve Months ended September 30, 2000 herewith (Unaudited, Subject to Adjustment) EX-99 3 0003.txt EXHIBIT A Exhibit A NEES Energy, Inc. Consolidated Balance Sheet (Thousands of Dollars) As of September 30, 2000 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $ 112 Asset held for sale-AllEnergy 136,505 Other current assets 939 -------- Total current assets 137,556 -------- Goodwill, net of amortization 26,663 Deferred federal and state income taxes 818 Other assets 2 -------- Total other assets 27,483 -------- Total assets $165,039 ======== LIABILITIES AND CAPITALIZATION - ------------------------------ Current liabilities: Accounts payable 5 Parent company's investment: Subordinated notes payable to parent 175,522 Common stock, par value $1 per share 1 Other paid-in capital (7,107) Accumulated deficit (382) -------- Total parent company's investment 165,034 -------- Total liabilities and parent company's investment $165,039 ======== EX-99 4 0004.txt EXHIBIT B Exhibit B
NEES ENERGY, INC. Consolidated Statement of Income and Accumulated Deficit (Thousands of Dollars) For the Periods Ended September 30, 2000 (Unaudited, Subject to Adjustment) Six QuarterMonths -------------- INCOME Revenue (1) $ 0 $ 0 ----- ----- Total income 0 0 ----- ----- EXPENSES Operating expenses Selling, general and administrative expenses 29 56 Income tax (10) (20) ----- ----- Total operating expenses (19) 36 ----- ----- Operating income (loss) (19) (36) Other income (expense) Goodwill amortization(2) (160) (320) ----- ----- Net income (loss) (179) (356) Accumulated deficit at beginning of period (203) (26) ----- ----- Accumulated deficit at end of period $(382) $(382) ===== ===== (1) Represents revenue of subsidiary (AllEnergy Marketing Co., L.L.C.) (2) The income statement for the six month period ended September 30,2000, reflects a reclassification of $320,000 of goodwill amortization previously reflected on the "Depreciation and amortization" line in "Operating expenses", but now reported in "Other income and expense".
EX-99 5 0005.txt EXHIBIT C Exhibit C
NEES Energy, Inc. Consolidated Statement of Cash Flows (Thousands of Dollars) For the Periods Ended September 30, 2000 (Unaudited, Subject to Adjustment) Six QuarterMonths ------------- Operating activities: Net income (loss) $ (179) $ (356) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 160 320 (Increase) decrease in accounts receivable and unbilled revenue 59 2 (Increase) decrease in asset held for sale-ALLEnergy 22,748 53,748 (Increase) decrease in other current assets (558) 138 Increase (decrease) in accounts payable 5 (42) Other, net (14,202) (14,202) -------- -------- Net cash provided by (used in) operating activities $ 8,033 $ 39,608 -------- -------- Financing activities: Change in subordinated notes payable to parent $(7,950) $(39,525) -------- -------- Net cash provided by (used in) financing activities $(7,950) $(39,525) -------- -------- Net increase (decrease) in cash and cash equivalents $ 83 $ 83 Cash and cash equivalents at beginning of period 29 29 -------- ------- Cash and cash equivalents at end of period $ 112 $ 112 ======== =======
EX-99 6 0006.txt EXHIBIT B1 Exhibit B1 NEES ENERGY, INC. Consolidated Statement of Income and Accumulated Deficit (Thousands of Dollars) For the Twelve Months Ended September 30, 2000 (Unaudited, Subject to Adjustment) INCOME Revenue (1) $341,517 -------- Total income 341,517 -------- EXPENSES Operating expenses Cost of sales 306,817 Depreciation 5,840 Selling, general and administrative expenses 31,831 Income tax (1,245) -------- Total operating expenses 343,243 -------- Operating income (loss) (1,726) Other income (expense) Goodwill amortization(2) (337) Other income (expense), net 807 -------- Other income (expense), net 470 -------- Net income (loss) (1,256) Accumulated deficit at beginning of period (29,688) Fair Value purchase accounting adjustment 30,562 -------- Accumulated deficit at end of period $ (382) ======== (1) Represents revenue of subsidiary (AllEnergy Marketing Co., L.L.C.) (2) Income statements for the twelve month period ended September 30,2000, reflects a reclassification of $337,000 of goodwill amortization previously reflected on the "Depreciation and amortization" line in "Operating expenses", but now in "Other income and expense". EX-99 7 0007.txt EXHIBIT C1 Exhibit C1 NEES ENERGY, INC. Statement of Cash Flows (Thousands of Dollars) For the Twelve Months Ended September 30, 2000 (Unaudited, Subject to Adjustment) Operating activities: Net income (loss) $ (1,256) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 6,160 (Increase) decrease in deferred taxes 5 (Increase) decrease in accounts receivable and unbilled revenue (45,667) (Increase) decrease in inventory 4,840 (Increase) decrease in asset held for sale-AllEnergy 53,748 (Increase) decrease in prepaid and other current assets 381 Increase (decrease) in accounts payable 7,192 Increase (decrease) in other current liabilities (11,704) Other, net (12,840) --------- Net cash provided by (used in) operating activities $ 859 --------- Investing activities: Fixed asset expenditures $ (2,905) --------- Net cash used in investing activities $ (2,905) --------- Financing Activities: Change in subordinated notes payable to parent $ 4,050 Change in other paid in capital (150) Increase (decrease) in long-term debt (81) --------- Net cash provided by financing activities $ 3,819 --------- Net increase (decrease) in cash and cash equivalents $ 1,773 Cash and cash equivalents at beginning of period 3,838 Cash included with asset held for sale (5,499) --------- Cash and cash equivalents at end of period $ 112 ========= -----END PRIVACY-ENHANCED MESSAGE-----