-----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, Bz1L2IfoETqXO76zsNUtDGAtByxiVh4N13cLlIweKh4PC8dFIsJdxz01cc7iM0DZ +AvRJ/5GxVzMasGszTZgYw== 0000071297-99-000044.txt : 19990625 0000071297-99-000044.hdr.sgml : 19990625 ACCESSION NUMBER: 0000071297-99-000044 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990601 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: 99638449 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 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 1999: 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, 1999 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 $155,887,000 and $10,805,000, respectively. 3. As of March 31, 1999 NEES Energy had no permanent personnel and during the first quarter of 1999 there were no individuals assigned on a substantially full-time basis. 4. During the first quarter of 1999 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%. 6. During the second quarter of 1998, 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). Effective January 1, 1999, AllEnergy Marketing Co., L.L.C. was merged with and into AllEnergy DE. 7. Attached in Exhibits A through C are a consolidated balance sheet as of March 31, 1999, consolidated income statements and statements of cash flows for the quarter and twelve months ended March 31, 1999. 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, 1999 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Consolidated Balance Sheet at Filed March 31, 1999 herewith (Unaudited, subject to adjustment) B1 Consolidated Statement of Income and Filed Accumulated Deficit For the Quarter herewith ended March 31, 1999 (Unaudited, Subject to Adjustment) C1 Consolidated Statement of Cash Flows Filed For the Quarter Ended March 31, 1999 herewith (Unaudited, Subject to Adjustment) B2 Consolidated Statement of Income and Filed Accumulated Deficit For the Twelve herewith Months ended March 31, 1999 (Unaudited, Subject to Adjustment) C2 Consolidated Statement of Cash Flows Filed For the Twelve Months March 31, 1999 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, 1999 (Unaudited, Subject to Adjustment)
ASSETS - ------ Current assets: Cash $ 6,899 Accounts receivable and unbilled revenue, less reserves of $1,273 54,539 Inventory 8,441 Prepaid and other current assets 10,828 -------- Total current assets 80,707 -------- Fixed assets 13,303 Less accumulated depreciation (1,652) -------- Net fixed assets 11,651 -------- Other investments 777 Goodwill, net of amortization 92,594 Deferred federal and state income taxes 823 Other assets 3,488 -------- $190,040 ======== LIABILITIES AND CAPITALIZATION - ------------------------------ Current liabilities: Long term debt due in one year $ 308 Accounts payable (including $522 to affiliates) 15,941 Accrued liabilities 20,970 -------- Total current liabilities 37,219 Long term debt 748 Other long-term liabilities 7,718 -------- Total liabilities 45,685 -------- Parent company's investment: Subordinated notes payable to parent 155,887 Common stock, par value $1 per share 1 Other paid-in capital 10,805 Accumulated deficit (22,338) -------- Total parent company's investment 144,355 -------- $190,040 ========
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, 1999 (Unaudited, Subject to Adjustment)
INCOME Revenue (1) $101,468 -------- Total income 101,468 -------- EXPENSES Operating expenses Cost of sales 88,759 Depreciation 1,461 Selling, general and administrative expenses 10,998 Income tax 168 -------- Total operating expenses 101,386 -------- Operating income 82 Other income (expense), net 53 -------- Net income 135 Accumulated deficit at beginning of period (22,473) -------- Accumulated deficit at end of period $(22,338) ======== (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, 1999 (Unaudited, Subject to Adjustment)
Operating activities: Net income $ 135 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,461 (Increase) decrease in accounts receivable and unbilled revenue (13,076) (Increase) decrease in inventory 6,912 (Increase) decrease in prepaid and other current assets 4,140 Increase (decrease) in accounts payable 2,862 Increase (decrease) in other current liabilities (3,000) Other, net (1,558) -------- Net cash provided by (used in) operating activities $ (2,124) -------- Investing activities: Fixed asset expenditures $ (309) Investment in Griffith Consumers (78,605) Acquisition of Barclay & Fowler assets (3,011) Purchase of AllEnergy minority interest from NEES Global, Inc. (456) -------- Net cash used in investing activities $(82,381) -------- Financing activities: Subordinated notes payable to parent-issues $87,290 Increase (decrease) in long-term debt (79) -------- Net cash provided by financing activities $87,211 -------- Net increase (decrease) in cash and cash equivalents $ 2,706 Cash and cash equivalents at beginning of period 4,193 -------- Cash and cash equivalents at end of period $ 6,899 ========
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, 1999 (Unaudited, Subject to Adjustment)
INCOME Revenue (1) $237,052 -------- Total income 237,052 -------- EXPENSES Operating expenses Cost of sales 213,994 Depreciation 2,550 Selling, general and administrative expenses 33,108 Income tax (4,182) -------- Total operating expenses 245,470 -------- Operating income (loss) (8,418) Other income (expense), net 539 -------- Net income/(loss) (7,879) Accumulated deficit at beginning of period (14,459) -------- Accumulated deficit at end of period $(22,338) ======== (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, 1999 (Unaudited, Subject to Adjustment)
Operating activities: Net income/(loss) $ (7,879) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation and amortization 2,550 Deferred federal and state income taxes (166) (Increase) decrease in accounts receivable and unbilled revenue (26,034) (Increase) decrease in inventory (3,637) (Increase) decrease in prepaid and other current assets (5,099) Increase (decrease) in accounts payable 3,273 Increase (decrease) in other current liabilities 7,852 Other, net (4,825) --------- Net cash provided by (used in) operating activities $ (33,965) --------- Investing activities: Fixed asset expenditures $ (2,368) Investment in Weatherwise (360) Acquisition of Northeastern Fuels fixed assets (3,350) Investment in PAL Energy (13,645) Investment in Griffith Consumers (78,605) Acquisition of Barclay & Fowler assets (3,011) Purchase of AllEnergy minority interest from NEES Global, Inc. (456) --------- Net cash used in investing activities $(101,795) --------- Financing Activities: Subordinated notes payable to parent-issues $ 126,224 Capital contribution from parent 10,805 Increase in long-term debt 407 --------- Net cash provided by financing activities $ 137,436 --------- Net increase (decrease) in cash and cash equivalents $ 1,676 Cash and cash equivalents at beginning of period 5,223 --------- Cash and cash equivalents at end of period $ 6,899 =========
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