-----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, RDdF0OHoiEdrrbRAHkU9MvwAEMbqgjqLWd/Wtnu7K1Pnn8Z9Ch1jIVPkOGBZr/Jg 88f6vywHR8bjXnrjpt2gqQ== 0000071297-98-000012.txt : 19980304 0000071297-98-000012.hdr.sgml : 19980304 ACCESSION NUMBER: 0000071297-98-000012 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980302 SROS: BSE SROS: NYSE 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: 98554829 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 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 1997: 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, 1997 NEES had purchased 1,000 shares of NEES Energy common stock and made subordinated loans totaling $22,717,000 to NEES Energy. 3. As of December 31, 1997 NEES Energy had no permanent personnel and during the fourth quarter of 1997 there were no individuals assigned on a substantially full-time basis. 4. During the fourth quarter of 1997 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 Transmission, Inc, an affiliated company. NEES Energy will invest, from time to time amounts not to exceed fifty million dollars in AllEnergy. The investment during the fourth quarter of 1997 was $7,772,230. 6. Attached in Exhibits A through C are a consolidated balance sheet as of December 31, 1997, consolidated income statements and statements of cash flow for the quarter and twelve months ended December 31, 1997. 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 2, 1998 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Consolidated Balance Sheet at Filed December 31, 1997 herewith (Unaudited, subject to adjustment) B1 Consolidated Statement of Income and Filed Accumulated Deficit For the Quarter herewith ended December 31, 1997 (Unaudited, Subject to Adjustment) C1 Consolidated Statement of Cash Flows Filed For the Quarter Ended December 31, 1997 herewith (Unaudited, Subject to Adjustment) B2 Consolidated Statement of Income and Filed Accumulated Deficit For the Twelve herewith Months ended December 31, 1997 (Unaudited, Subject to Adjustment) C2 Consolidated Statement of Cash Flows Filed For the Twelve Months December 31, 1997 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, 1997 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $ 1,609 Accounts receivable 9,540 Inventory 2,892 Unbilled revenue 5,117 Prepaid and other current assets 1,980 ------- Total current assets 21,138 ------- Fixed assets $ 1,728 Less accumulated depreciation (324) -------- Net fixed assets 1,404 -------- Other investments 580 Goodwill 297 Deferred federal and state income taxes 725 Other assets 4,622 ------- $28,766 ======= LIABILITIES AND CAPITALIZATION - ------------------------------ Current liabilities: Accounts payable $ 2,382 Accounts payable to affiliates 358 Accrued liabilities 12,182 ------- Total current liabilities 14,922 Other long-term liabilities 319 Capital lease obligation 100 ------- Total liabilities 15,341 ------- Parent company's investment: Common stock, par value $1 per share 1 Subordinated notes payable to parent 22,717 Accumulated deficit (9,484) ------- 13,234 Minority interest 191 ------- $28,766 ======= 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, 1997 (Unaudited, Subject to Adjustment) INCOME Equity in income/(loss) of AllEnergy Marketing Co., L.L.C. $(2,145) Revenue (1) 10,909 -------- Total income 8,764 ======== EXPENSES Operating expenses Cost of sales 11,867 Depreciation 47 Selling, general and administrative expenses 1,822 Income tax (1,886) -------- Total operating expenses 11,850 -------- Other income (expense), net (1,366) -------- Net income/(loss) (4,452) Retained earnings at beginning of period (5,032) -------- Accumulated deficit at end of period $(9,484) ======== (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 June 30, 1997 (Unaudited, Subject to Adjustment) Operating activities: Net income/(loss) $(4,452) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation 47 Deferred federal and state income taxes (725) Undistributed loss in subsidiary 2,145 (Increase) decrease in accounts receivable (2,064) Increase (decrease) in unbilled revenue (1,127) Increase (decrease) in inventory 170 (Increase) decrease in prepaid and other current assets 2,093 Increase (decrease) in accounts payable (261) Increase (decrease) in accrued liabilities 1,304 Other, net (1,653) -------- Net cash provided by (used in) operating activities (4,523) -------- Investing activities: Fixed asset expenditures (176) Investment in AllEnergy Marketing Co., L.L.C. (4,708) -------- Net cash used in investing activities (4,884) -------- Financing activities: Subordinated notes payable to parent-issues 11,937 Decrease in short-term debt (1,000) -------- Net cash provided by financing activities 10,937 -------- Net increase (decrease) in cash and cash equivalents 1,530 Cash and cash equivalents at beginning of period 79 -------- Cash and cash equivalents at end of period $ 1,609 ======== 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, 1997 (Unaudited, Subject to Adjustment) INCOME Equity in income/(loss) of AllEnergy Marketing Co., L.L.C. $(7,357) Revenue (1) 10,909 -------- Total income 3,552 ======== EXPENSES Operating expenses Cost of sales 11,867 Depreciation 47 Selling, general and administrative expenses 1,950 Income tax (3,782) -------- Total operating expenses 10,082 -------- Other income (expense), net (1,445) -------- Net income/(loss) (7,975) Retained earnings at beginning of period (1,509) -------- Accumulated deficit at end of period $(9,484) ======== (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, 1997 (Unaudited, Subject to Adjustment) Operating activities: Net income/(loss) ($7,975) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation 47 Deferred federal and state income taxes (725) Undistributed loss in subsidiary 7,357 (Increase) decrease in accounts receivable (2,062) (Increase) decrease in unbilled revenue (1,127) (Increase) decrease in inventory 170 (Increase) decrease in prepaid and other current assets 2,935 Increase (decrease) in accounts payable (282) Increase (decrease) in accrued liabilities 1,304 Other, net (1,653) -------- Net cash provided by (used in) operating activities (2,011) -------- Investing activities: Fixed asset expenditures (176) Investment in AllEnergy Marketing Co.,L.L.C. (13,708) -------- Net cash used in investing activities (13,884) -------- Financing Activities: Subordinated notes payable to parent-issues 18,212 Decrease in short-term debt (1,000) -------- Net cash provided by financing activities 17,212 -------- Net increase (decrease) in cash and cash equivalents 1,317 Cash and cash equivalents at beginning of period 292 -------- Cash and cash equivalents at end of period $ 1,609 ======== -----END PRIVACY-ENHANCED MESSAGE-----