-----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, HXfcIIfhO4AO35gBdWmTlngr4FdQZXW10HaEZF8IlGmiH8+sIHeQyzmifmPnmUNN D+kEa2sWTI7FVfcpr+pFXA== 0000071297-98-000038.txt : 19980602 0000071297-98-000038.hdr.sgml : 19980602 ACCESSION NUMBER: 0000071297-98-000038 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980601 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: 98640425 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 first 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 March 31, 1998 NEES had purchased 1,000 shares of NEES Energy common stock and made subordinated loans totaling $29,662,500 to NEES Energy. 3. As of March 31, 1998 NEES Energy had no permanent personnel and during the first quarter of 1998 there were no individuals assigned on a substantially full-time basis. 4. During the first 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 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 first quarter of 1998 was $7,895,000. 6. Attached in Exhibits A through C are a consolidated balance sheet as of March 31, 1998, consolidated income statements and statements of cash flows for the quarter and twelve months ended March 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: June 1, 1998 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Consolidated Balance Sheet at Filed March 31, 1998 herewith (Unaudited, subject to adjustment) B1 Consolidated Statement of Income and Filed Accumulated Deficit For the Quarter herewith ended March 31, 1998 (Unaudited, Subject to Adjustment) C1 Consolidated Statement of Cash Flows Filed For the Quarter Ended March 31, 1998 herewith (Unaudited, Subject to Adjustment) B2 Consolidated Statement of Income and Filed Accumulated Deficit For the Twelve herewith Months ended March 31, 1998 (Unaudited, Subject to Adjustment) C2 Consolidated Statement of Cash Flows Filed For the Twelve Months March 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 March 31, 1998 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $ 5,223 Accounts receivable and unbilled revenue 10,062 Inventory 2,238 Prepaid and other current assets 4,926 ------- Total current assets 22,449 ------- Fixed assets $ 1,901 Less accumulated depreciation (584) -------- Net fixed assets 1,317 -------- Other investments 743 Goodwill 284 Deferred federal and state income taxes 725 Other assets 172 ------- $25,690 ======= LIABILITIES AND CAPITALIZATION - ------------------------------ Current liabilities: Accounts payable $ 3,688 Accounts payable to affiliates 44 Accrued liabilities 5,930 ------- Total current liabilities 9,662 Other long-term liabilities 353 Capital lease obligation 100 ------- Total liabilities 10,115 ------- Parent company's investment: Common stock, par value $1 per share 1 Subordinated notes payable to parent 29,663 Accumulated deficit (14,459) ------- 15,205 Minority interest 370 ------- $25,690 ======= EX-99 4 EXHIBIT B1 Exhibit B1 NEES ENERGY, INC. Consolidated Statement of Income and Accumulated Deficit (Thousands of Dollars) For the Quarter Ended March 31, 1998 (Unaudited, Subject to Adjustment) INCOME Revenue (1) $35,849 -------- Total income 35,849 ======== EXPENSES Operating expenses Cost of sales 37,094 Depreciation 272 Selling, general and administrative expenses 5,932 Income tax (2,639) -------- Total operating expenses 40,659 -------- Other income (expense), net (165) -------- Net income/(loss) (4,975) Accumulated deficit at beginning of period (9,484) -------- Accumulated deficit at end of period $(14,459) ======== (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 March 31, 1998 (Unaudited, Subject to Adjustment) Operating activities: Net income/(loss) $(4,975) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation and amortization 272 (Increase) decrease in accounts receivable and Unbilled revenue 4,595 Increase (decrease) in inventory 654 (Increase) decrease in prepaid and other current assets (2,946) Increase (decrease) in accounts payable 992 Increase (decrease) in accrued liabilities (6,252) Other, net 4,741 -------- Net cash provided by (used in) operating activities (2,919) -------- Investing activities: Investment in Weatherwise (240) Fixed asset expenditures (173) -------- Net cash used in investing activities (413) -------- Financing activities: Subordinated notes payable to parent-issues 6,946 -------- Net increase (decrease) in cash and cash equivalents 3,614 Cash and cash equivalents at beginning of period 1,609 -------- Cash and cash equivalents at end of period $ 5,223 ======== 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 March 31, 1998 (Unaudited, Subject to Adjustment) INCOME Equity in income/(loss) of AllEnergy Marketing Co., L.L.C. $(6,165) Revenue (1) 46,758 -------- Total income 40,593 ======== EXPENSES Operating expenses Cost of sales 48,961 Depreciation 319 Selling, general and administrative expenses 7,769 Income tax (5,964) -------- Total operating expenses 51,085 -------- Other income (expense), net (1,610) -------- Net income/(loss) (12,102) Accumulated deficit at beginning of period (2,357) -------- Accumulated deficit at end of period $(14,459) ======== (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 March 31, 1997 (Unaudited, Subject to Adjustment) Operating activities: Net income/(loss) ($12,102) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation and amortization 319 Deferred federal and state income taxes (725) Undistributed loss in subsidiary 6,165 (Increase) decrease in accounts receivable and Unbilled revenue 1,404 (Increase) decrease in inventory 824 (Increase) decrease in prepaid and other current assets (328) Increase (decrease) in accounts payable 647 Increase (decrease) in accrued liabilities (4,948) Other, net 3,088 -------- Net cash provided by (used in) operating activities (5,656) -------- Investing activities: Fixed asset expenditures (349) Investment in Weatherwise (240) Investment in AllEnergy Marketing Co.,L.L.C. (10,208) -------- Net cash used in investing activities (10,797) -------- Financing Activities: Subordinated notes payable to parent-issues 22,608 Decrease in short-term debt (1,000) -------- Net cash provided by financing activities 21,608 -------- Net increase (decrease) in cash and cash equivalents 5,155 Cash and cash equivalents at beginning of period 68 -------- Cash and cash equivalents at end of period $ 5,223 ======== -----END PRIVACY-ENHANCED MESSAGE-----