-----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, PnKtIton9EETDcsMqrw4M5r8LLpgzVBeDK6Woy22OSUVP/C0Yd90LVQ8MfeHUuoD daA6/MMkPuK6NOfaDTS7Pg== 0000071297-99-000047.txt : 19990625 0000071297-99-000047.hdr.sgml : 19990625 ACCESSION NUMBER: 0000071297-99-000047 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 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: 070-08555 FILM NUMBER: 99638466 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 Nos. 70-7950/70-8555 CERTIFICATE OF NOTIFICATION (Rule 24) SECURITIES AND EXCHANGE COMMISSION BY NEES GLOBAL, INC. (NG) (Formerly NEES GLOBAL TRANSMISSION, INC. (NGT)) In accordance with the orders of the Securities and Exchange Commission dated September 4, 1992 and May 15, 1995, the following is a report for the first quarter of 1999: 1. Effective May 1, 1998, NGT changed its name to NEES Global, Inc. (NG). NG is a Massachusetts corporation which was formed in January 1992. NG was not capitalized until October 13, 1992, when one thousand shares of NG common stock were issued to New England Electric System (NEES). On June 25, 1998, New England Water Heater Co., Inc. (NEWH), an energy-related company, became a wholly-owned subsidiary of NG in accordance with Rule 58 of the Act. The company's financial statements are consolidated with NG. In the third quarter of 1998, NEWH purchased at net book value all rental water heaters from its affiliates, Massachusetts Electric Company and The Narragansett Electric Company. NG is a party to an agreement with a company located in Pennsylvania to provide ongoing work as a subcontractor for electric meter retrofit services. The work took place in Massachusetts. No revenue was recognized in the first quarter of 1999. NG entered into agreements with companies located in Canada, Japan, Massachusetts, Missouri, New Jersey, New York, Virginia, and Wisconsin to provide consulting services. A total of $188,000 in revenue was recognized in the first quarter of 1999. Until January 1, 1999, NG maintained a one percent interest in AllEnergy Marketing Co., L.L.C., a Massachusetts limited liability company (AllEnergy MA), an affiliated "energy-related company" within the meaning of Rule 58 of the Act. Effective January 1, 1999, AllEnergy MA merged with and into AllEnergy Marketing Company, L.L.C., a Delaware limited liability company (AllEnergy DE), an affiliated "energy-related company" within the meaning of Rule 58 of the Act. NEES Energy, Inc., a wholly-owned subsidiary of New England Electric System, is the sole member of AllEnergy DE. 2. As of March 31, 1999, NEES had purchased 1,000 shares of NG common stock and had made subordinated loans and other paid-in capital contributions to NG totaling $25,676,000 and $4,353,000, respectively. 3. As of March 31, 1999, NG employed no permanent personnel. However, during the three-month period ending March 31, 1999, 70 employees of associated companies of NEES billed portions of their time to NG. 4. As of March 31, 1999, NG had not purchased or received from associated companies of NEES any intellectual property. 5. During the three-month period ended March 31, 1999, NG received legal, financial, and other administrative services from New England Power Service Company, amounting to $169,000. 6. Attached in Exhibits A through C are the consolidated financial statements of NG. These statements include a balance sheet, income statement, and statement of cash flows. All significant intercompany transactions have been eliminated. In May 1995, NG invested $1,000,000 in Separation Technologies, Inc. (STI). This investment is in the form of 153,846 shares of 6% cumulative convertible preferred stock. NG also provides maintenance services for STI equipment on an as needed basis, for which no revenue was recognized in the first quarter of 1999. In August 1997, NG invested $1,400,000 in Nexus Energy Software, Inc. in the form of 1,000,000 shares of Series A Preferred Stock. An additional investment of $750,000 was made in October 1998 in the form of 300,000 shares of Series B Preferred Stock. SIGNATURE 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 Nos. 70-7950 and 70-8555) to be signed on its behalf by the undersigned officer thereunto duly authorized. NEES GLOBAL, INC. s/ John G. Cochrane By: _________________________________ John G. Cochrane Treasurer Date: June 1, 1999 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at March 31, 1999 Filed (Unaudited, subject to adjustment) herewith B Statement of Income and Filed Accumulated Deficit for the twelve herewith months ended March 31, 1999 (Unaudited, subject to adjustment) C Statement of Cash Flows Filed for the twelve months ended herewith March 31, 1999 (Unaudited, subject to adjustment) EX-99 3 EXHIBIT A Exhibit A NEES GLOBAL, INC. Consolidated Balance Sheet March 31, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars)
ASSETS - ------ Current assets: Cash $ 451 Accounts receivable, less reserves of $200,000 903 Accounts receivable from affiliates 456 Other current assets 512 ------- Total current assets 2,322 ------- Fixed assets: Property and equipment 21,206 Accumulated depreciation (4,646) ------- Total fixed assets 16,560 ------- Investments at cost: Separation Technologies, Inc. 1,000 Nexus, Inc. 2,150 ------- Total investments 3,150 ------- Total assets $22,032 ======= LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable $ 257 Accounts payable to affiliates 178 Accrued taxes 605 Miscellaneous accrued liabilities 94 ------- Total current liabilities 1,134 ------- Accumulated deferred income taxes 836 Deferred credits and other liabilities 170 ------- Total other liabilities 1,006 Parent company's investment: Subordinated notes payable to parent 25,676 Common stock, par value $1 per share 1 Other paid-in capital 4,353 Accumulated deficit (10,138) ------- Total parent company's investment 19,892 ------- Total liabilities and parent company's investment $22,032 =======
EX-99 4 EXHIBIT B Exhibit B NEES GLOBAL, INC. Consolidated Statement of Income and Accumulated Deficit For the Twelve Months Ended March 31, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars)
INCOME - ------ Rental water heater revenue $ 6,702 Consulting revenue and other 843 Equity in earnings - HydroServ Group, LLC (92) -------- Total income 7,453 -------- EXPENSE - ------- Operation and maintenance expenses 5,473 Write-off of investment in: Underwater Unlimited Diving Services, Inc. 1,000 Monitoring Technologies, Inc. 475 HydroServ Group, LLC 9 Loss on sale of interest in AllEnergy Marketing Co., Inc. 220 Depreciation 1,730 Income taxes (785) -------- Total expenses 8,122 -------- Net income (loss) $ (669) ======== Accumulated deficit at beginning of period $ (9,469) Accumulated deficit at end of period $(10,138) ========
EX-99 5 EXHIBIT C Exhibit C NEES GLOBAL, INC. Statement of Cash Flows For the Twelve Months Ended March 31, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars)
Operating Activities: Net loss $ (669) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 1,730 Loss on investments 1,704 Deferred income taxes 466 (Increase)/decrease in accounts receivable (838) (Increase)/decrease in other current assets (363) Increase/(decrease) in accounts payable 83 Increase/(decrease) in other current liabilities 664 Other, net 74 ------- Net cash used in operating activities $ 2,851 ======= Investing Activities: Fixed asset expenditures $(13,755) Investment in HydroServ Group, LLC (60) Investment in Nexus, Inc. (750) Investment in AllEnergy Marketing Co., LLC 268 Investment in New England Water Heater Co., Inc. (4,228) -------- Net cash used in investing activities $(18,525) ======== Financing Activities: Subordinated notes payable to parent-net $11,677 Capital contribution from parent 4,353 ------- Net cash provided by financing activities $16,030 ======= Net increase/(decrease) in cash and cash equivalents $ 356 Cash and cash equivalents at beginning of period 95 ------- Cash and cash equivalents at end of period $ 451 =======
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