-----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, Wmekwri1tqRJMvuFyR7hgcBSYRuJlnk5gedekZ7mYTXCcsn4tzVH6ITQX4fQRWsb zKNlZHILc5gb0SAhHidYBg== 0000071297-98-000050.txt : 19980901 0000071297-98-000050.hdr.sgml : 19980901 ACCESSION NUMBER: 0000071297-98-000050 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980831 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: 98701571 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 second 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 June 30, 1998 NEES had purchased 1,000 shares of NEES Energy common stock and made subordinated loans totaling $42,292,000 to NEES Energy. 3. As of June 30, 1998 NEES Energy had no permanent personnel and during the second quarter of 1998 there were no individuals assigned on a substantially full-time basis. 4. During the second 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. NEES Energy's investment in AllEnergy during the second quarter of 1998 was $15,147,000. 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 June 30, 1998, consolidated income statements and statements of cash flows for the quarter and twelve months ended June 30, 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: August 31, 1998 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Consolidated Balance Sheet at Filed June 30, 1998 herewith (Unaudited, subject to adjustment) B1 Consolidated Statement of Income and Filed Accumulated Deficit For the Quarter herewith ended June 30, 1998 (Unaudited, Subject to Adjustment) C1 Consolidated Statement of Cash Flows Filed For the Quarter Ended June 30, 1998 herewith (Unaudited, Subject to Adjustment) B2 Consolidated Statement of Income and Filed Accumulated Deficit For the Twelve herewith Months ended June 30, 1998 (Unaudited, Subject to Adjustment) C2 Consolidated Statement of Cash Flows Filed For the Twelve Months June 30, 1998 herewith (Unaudited, Subject to Adjustment) EX-99 3 EXHIBIT A Exhibit A NEES Energy, Inc. Consolidated Balance Sheet (Thousands of Dollars) As of June 30, 1998 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $ 11,806 Accounts receivable and unbilled revenue 13,896 Inventory 5,634 Prepaid and other current assets 4,522 ------- Total current assets 35,858 ------- Fixed assets 3,128 Less accumulated depreciation (625) -------- Net fixed assets 2,503 -------- Other investments 829 Goodwill 2,300 Deferred federal and state income taxes 725 Other assets 502 ------- $42,717 ======= LIABILITIES AND CAPITALIZATION - ------------------------------ Current liabilities: Accounts payable $ 4,649 Accrued liabilities 11,132 Capital lease - current portion 68 ------- Total current liabilities 15,849 Other long-term liabilities 329 Capital lease obligation 63 ------- Total liabilities 16,241 ------- Parent company's investment: Common stock, par value $1 per share 1 Subordinated notes payable to parent 42,292 Accumulated deficit (16,107) ------- 26,186 Minority interest 290 ------- $42,717 ======= EX-99 4 EXHIBIT B1 Exhibit B1 NEES ENERGY, INC. Consolidated Statement of Income and Accumulated Deficit (Thousands of Dollars) For the Quarter Ended June 30, 1998 (Unaudited, Subject to Adjustment) INCOME Revenue (1) $21,780 -------- Total income 21,780 ======== EXPENSES Operating expenses Cost of sales 18,561 Depreciation 71 Selling, general and administrative expenses 6,180 Income tax (1,013) -------- Total operating expenses 23,799 -------- Other income (expense), net 371 -------- Net income/(loss) (1,648) Accumulated deficit at beginning of period (14,459) -------- Accumulated deficit at end of period $(16,107) ======== (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, 1998 (Unaudited, Subject to Adjustment) Operating activities: Net income/(loss) $(1,648) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation and amortization 71 (Increase) decrease in accounts receivable and Unbilled revenue (3,833) Increase (decrease) in inventory (3,363) (Increase) decrease in prepaid and other current assets 404 Increase (decrease) in accounts payable 917 Increase (decrease) in accrued liabilities 5,270 Other, net (314) -------- Net cash provided by (used in) operating activities (2,496) -------- Investing activities: Investment in Weatherwise (200) Acquisition of Northeastern Fuels fixed assets (3,350) -------- Net cash used in investing activities (3,550) -------- Financing activities: Subordinated notes payable to parent-issues 12,629 -------- Net increase (decrease) in cash and cash equivalents 6,583 Cash and cash equivalents at beginning of period 5,223 -------- Cash and cash equivalents at end of period $11,806 ======== 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 June 30, 1998 (Unaudited, Subject to Adjustment) INCOME Equity in income/(loss) of AllEnergy Marketing Co., L.L.C. $(4,420) Revenue (1) 68,538 -------- Total income 64,118 ======== EXPENSES Operating expenses Cost of sales 67,522 Depreciation 390 Selling, general and administrative expenses 13,985 Income tax (6,352) -------- Total operating expenses 75,545 -------- Other income (expense), net (1,160) -------- Net income/(loss) (12,587) Accumulated deficit at beginning of period (3,520) -------- Accumulated deficit at end of period $(16,107) ======== (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 June 30, 1998 (Unaudited, Subject to Adjustment) Operating activities: Net income/(loss) ($12,587) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation and amortization 390 Deferred federal and state income taxes (725) Undistributed loss in subsidiary 4,420 (Increase) decrease in accounts receivable and Unbilled revenue (2,429) (Increase) decrease in inventory (2,539) (Increase) decrease in prepaid and other current assets 102 Increase (decrease) in accounts payable 1,635 Increase (decrease) in accrued liabilities 322 Other, net 2,601 -------- Net cash provided by (used in) operating activities (8,810) -------- Investing activities: Fixed asset expenditures (176) Investment in Weatherwise (440) Investment in AllEnergy Marketing Co.,L.L.C. (8,208) Acquisition of Northeastern Fuels fixed assets (3,350) -------- Net cash used in investing activities (12,174) -------- Financing Activities: Subordinated notes payable to parent-issues 33,762 Decrease in short-term debt (1,000) -------- Net cash provided by financing activities 32,762 -------- Net increase (decrease) in cash and cash equivalents 11,778 Cash and cash equivalents at beginning of period 28 -------- Cash and cash equivalents at end of period $ 11,806 ======== -----END PRIVACY-ENHANCED MESSAGE-----