-----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, Qn/5dzbr5PKwXpd29HXXUpCfDgH4hpc8nTkZ3QprKXEh+IyOO4EGMFN9aK7vwfkR j6jpuyJmTnt60VaRoqURyw== 0000071297-99-000077.txt : 19990831 0000071297-99-000077.hdr.sgml : 19990831 ACCESSION NUMBER: 0000071297-99-000077 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990830 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: 99702329 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 second 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 June 30, 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 $147,422,000 and $10,805,000, respectively. 3. As of June 30, 1999 NEES Energy had no permanent personnel and during the second quarter of 1999 there were no individuals assigned on a substantially full-time basis. 4. During the second 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 June 30, 1999, consolidated income statements and statements of cash flows for the quarter, six months and twelve months ended June 30, 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/Geraldine M. Zipser ___________________________ Geraldine M. Zipser Assistant Clerk Date: August 30, 1999 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Consolidated Balance Sheet at Filed June 30, 1999 herewith (Unaudited, subject to adjustment) B1 Consolidated Statement of Income and Filed Accumulated Deficit For the Quarter herewith and Six Months ended June 30, 1999 (Unaudited, Subject to Adjustment) C1 Consolidated Statement of Cash Flows Filed For the Quarter and Six Months ended herewith June 30, 1999 (Unaudited, Subject to Adjustment) B2 Consolidated Statement of Income and Filed Accumulated Deficit For the Twelve herewith Months ended June 30, 1999 (Unaudited, Subject to Adjustment) C2 Consolidated Statement of Cash Flows Filed For the Twelve Months ended June 30, 1999 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, 1999 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $ 6,466 Accounts receivable and unbilled revenue, less reserves of $1,585 37,509 Accounts receivable from affiliates 36 Inventory 11,648 Prepaid and other current assets 8,110 -------- Total current assets 63,769 -------- Fixed assets 13,544 Less accumulated depreciation 2,152 -------- Net fixed assets 11,392 -------- Other investments 906 Goodwill, net of amortization 92,038 Deferred federal and state income taxes 823 Other assets 3,154 -------- $172,082 ======== LIABILITIES AND CAPITALIZATION - ------------------------------ Current liabilities: Long term debt due in one year $ 307 Accounts payable (including $2,007 to affiliates) 12,993 Accrued liabilities 16,738 -------- Total current liabilities 30,038 Long term debt 678 Other long-term liabilities 7,794 -------- Total liabilities 38,510 -------- Parent company's investment: Subordinated notes payable to parent 147,422 Common stock, par value $1 per share 1 Other paid-in capital 10,805 Accumulated deficit (24,656) -------- Total parent company's investment 133,572 -------- $172,082 ======== EX-99 4 EXHIBIT B1 Exhibit B1 NEES ENERGY, INC. Consolidated Statement of Income and Accumulated Deficit (Thousands of Dollars) For the Periods Ended June 30, 1999 (Unaudited, Subject to Adjustment)
Quarter Six Months ------- ---------- INCOME Revenue (1) $ 82,903 $184,371 -------- -------- Total income 82,903 184,371 -------- -------- EXPENSES Operating expenses Cost of sales 71,676 160,435 Depreciation 2,287 3,748 Selling, general and administrative expenses 12,527 23,525 Income tax (1,139) (971) -------- ------- Total operating expenses 85,351 186,737 -------- ------- Operating income (loss) (2,448) (2,366) Other income (expense), net 130 183 -------- ------- Net income (loss) (2,318) (2,183) Accumulated deficit at beginning of period (22,338) (22,473) -------- ------- Accumulated deficit at end of period $(24,656) $(24,656) ======== ======== (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 Periods Ended June 30, 1999 (Unaudited, Subject to Adjustment)
Quarter Six Months ------- ---------- Operating activities: Net income (loss) $(2,318) $ (2,183) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 2,287 3,748 (Increase) decrease in accounts receivable and unbilled revenue 16,994 3,918 (Increase) decrease in inventory (3,163) 3,749 (Increase) decrease in prepaid and other current assets 2,728 6,868 Increase (decrease) in accounts payable (2,948) (86) Increase (decrease) in other current liabilities (4,521) (7,521) Other, net (179) (1,737) ------- -------- Net cash provided by (used in) operating activities $ 8,880 $ 6,756 ------- -------- Investing activities: Fixed asset expenditures $ - $ (309) Investment in Griffith Consumers - (78,605) Acquisition of Barclay & Fowler assets - (3,011) Acquisition of Hub-Langie assets (777) (777) Purchase of AllEnergy minority interest from NEES Global, Inc. - (456) ------- -------- Net cash used in investing activities $ (777) $(83,158) ------- -------- Financing activities: Change in subordinated notes payable to parent $(8,465) $ 78,825 Increase (decrease) in long-term debt (71) (150) ------- -------- Net cash provided by (used in) financing activities $(8,536) $ 78,675 ------- -------- Net increase (decrease) in cash and cash equivalents $ (433) $ 2,273 Cash and cash equivalents at beginning of period 6,899 4,193 ------- -------- Cash and cash equivalents at end of period $ 6,466 $ 6,466 ======= ========
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, 1999 (Unaudited, Subject to Adjustment) INCOME Revenue (1) $298,175 -------- Total income 298,175 -------- EXPENSES Operating expenses Cost of sales 267,109 Depreciation 4,766 Selling, general and administrative expenses 39,455 Income tax (4,308) -------- Total operating expenses 307,022 -------- Operating income (loss) (8,847) Other income (expense), net 298 -------- Net income (loss) (8,549) Accumulated deficit at beginning of period (16,107) -------- Accumulated deficit at end of period $(24,656) ======== (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, 1999 (Unaudited, Subject to Adjustment) Operating activities: Net income (loss) $ (8,549) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 4,766 Deferred federal and state income taxes (166) (Increase) decrease in accounts receivable and unbilled revenue (5,207) (Increase) decrease in inventory (3,437) (Increase) decrease in prepaid and other current assets (2,775) Increase (decrease) in accounts payable (592) Increase (decrease) in other current liabilities (1,939) Other, net (4,690) -------- Net cash provided by (used in) operating activities $(22,589) -------- Investing activities: Fixed asset expenditures $ (2,368) Investment in Weatherwise (160) Investment in PAL Energy (13,645) Investment in Griffith Consumers (78,605) Acquisition of Barclay & Fowler assets (3,011) Acquisition of Hub-Langie assets (777) Purchase of AllEnergy minority interest from NEES Global, Inc. (456) -------- Net cash used in investing activities $(99,022) -------- Financing Activities: Change in subordinated notes payable to parent $105,130 Capital contribution from parent 10,805 Increase (decrease) in long-term debt 336 -------- Net cash provided by financing activities $116,271 -------- Net increase (decrease) in cash and cash equivalents $ (5,340) Cash and cash equivalents at beginning of period 11,806 -------- Cash and cash equivalents at end of period $ 6,466 ======== -----END PRIVACY-ENHANCED MESSAGE-----