-----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, JJQ3Ix78dYuGNfGXnCiaergLMMp98aZ6CXa+gC/Un8SnJWl0nTt6rRjzkZTgjmY7 gVz8MbTwXOo3Oq8I8vbW1Q== 0000071297-98-000064.txt : 19981201 0000071297-98-000064.hdr.sgml : 19981201 ACCESSION NUMBER: 0000071297-98-000064 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19981130 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: 98761033 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 third 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 September 30, 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 $61,342,000 and $10,805,000, respectively. 3. As of September 30, 1998 NEES Energy had no permanent personnel and during the third quarter of 1998 there were no individuals assigned on a substantially full-time basis. 4. During the third 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 third quarter of 1998 was $20,806,250. 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 September 30, 1998, consolidated income statements and statements of cash flows for the quarter and twelve months ended September 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. NEES ENERGY, INC. By: s/Gregory A. Hale ___________________________ Gregory A. Hale Clerk Date: November 30, 1998 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Consolidated Balance Sheet at Filed September 30, 1998 herewith (Unaudited, subject to adjustment) B1 Consolidated Statement of Income and Filed Accumulated Deficit For the Quarter herewith ended September 30, 1998 (Unaudited, Subject to Adjustment) C1 Consolidated Statement of Cash Flows Filed For the Quarter Ended September 30, 1998 herewith (Unaudited, Subject to Adjustment) B2 Consolidated Statement of Income and Filed Accumulated Deficit For the Twelve herewith Months ended September 30, 1998 (Unaudited, Subject to Adjustment) C2 Consolidated Statement of Cash Flows Filed For the Twelve Months September 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 September 30, 1998 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $ 6,504 Accounts receivable and unbilled revenue 22,483 Inventory 17,088 Prepaid and other current assets 5,199 ------- Total current assets 51,274 ------- Fixed assets 6,397 Less accumulated depreciation (876) -------- Net fixed assets 5,521 -------- Other investments 794 Goodwill 12,586 Deferred federal and state income taxes 725 Other assets 5,149 ------- $76,049 ======= LIABILITIES AND CAPITALIZATION - ------------------------------ Current liabilities: Accounts payable $ 10,640 Accrued liabilities 11,152 Capital lease - current portion 63 ------- Total current liabilities 21,855 Other long-term liabilities 945 Capital lease obligation 90 ------- Total liabilities 22,890 ------- Parent company's investment: Common stock, par value $1 per share 1 Subordinated notes payable to parent 61,342 Other paid-in capital 10,805 Accumulated deficit (19,428) ------- 52,720 Minority interest 439 ------- $76,049 ======= EX-99 4 EXHIBIT B1 Exhibit B1 NEES ENERGY, INC. Consolidated Statement of Income and Accumulated Deficit (Thousands of Dollars) For the Quarter Ended September 30, 1998 (Unaudited, Subject to Adjustment) INCOME Revenue (1) $45,009 -------- Total income 45,009 -------- EXPENSES Operating expenses Cost of sales 44,022 Depreciation 466 Selling, general and administrative expenses 5,652 Income tax (1,812) -------- Total operating expenses 48,328 -------- Other income (expense), net (2) -------- Net income/(loss) (3,321) Accumulated deficit at beginning of period (16,107) -------- Accumulated deficit at end of period $(19,428) ======== (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 September 30, 1998 (Unaudited, Subject to Adjustment) Operating activities: Net income/(loss) $(3,321) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation and amortization 466 (Increase) decrease in accounts receivable and Unbilled revenue (206) Increase (decrease) in inventory (10,256) (Increase) decrease in prepaid and other current assets 620 Increase (decrease) in accounts payable (99) Increase (decrease) in accrued liabilities (3,060) Other, net (4,175) -------- Net cash provided by (used in) operating activities (20,031) -------- Investing activities: Fixed asset expenditures (1,321) Investment in Weatherwise (160) Investment in PAL Energy (13,645) -------- Net cash used in investing activities (15,126) -------- Financing activities: Subordinated notes payable to parent-issues 19,050 Capital contribution from parent 10,805 -------- Net cash provided by investing activities 29,855 -------- Net increase (decrease) in cash and cash equivalents (5,302) Cash and cash equivalents at beginning of period 11,806 -------- Cash and cash equivalents at end of period $6,504 ======== 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 September 30, 1998 (Unaudited, Subject to Adjustment) INCOME Equity in income/(loss) of AllEnergy Marketing Co., L.L.C. $(2,145) Revenue (1) 113,547 -------- Total income 111,402 -------- EXPENSES Operating expenses Cost of sales 111,544 Depreciation 856 Selling, general and administrative expenses 19,586 Income tax (7,350) -------- Total operating expenses 124,636 -------- Other income (expense), net (1,162) -------- Net income/(loss) (14,396) Accumulated deficit at beginning of period (5,032) -------- Accumulated deficit at end of period $(19,428) ======== (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 September 30, 1998 (Unaudited, Subject to Adjustment) Operating activities: Net income/(loss) ($14,396) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation and amortization 856 Deferred federal and state income taxes (725) Undistributed loss in subsidiary 2,145 (Increase) decrease in accounts receivable and Unbilled revenue (2,635) (Increase) decrease in inventory (12,795) (Increase) decrease in prepaid and other current assets 171 Increase (decrease) in accounts payable 1,549 Increase (decrease) in accrued liabilities (2,738) Other, net (1,574) -------- Net cash provided by (used in) operating activities (30,142) -------- Investing activities: Fixed asset expenditures (1,497) Investment in Weatherwise (600) Investment in AllEnergy Marketing Co.,L.L.C. (4,708) Acquisition of Northeastern Fuels fixed assets (3,350) Investment in PAL Energy (13,645) -------- Net cash used in investing activities (23,800) -------- Financing Activities: Subordinated notes payable to parent-issues 50,562 Capital contribution from parent 10,805 Decrease in short-term debt (1,000) -------- Net cash provided by financing activities 60,367 -------- Net increase (decrease) in cash and cash equivalents 6,425 Cash and cash equivalents at beginning of period 79 -------- Cash and cash equivalents at end of period $ 6,504 ======== -----END PRIVACY-ENHANCED MESSAGE-----