-----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, OM8IrfLx8O3izShMXCbYKE2WOy0BeQfS56rp7mPfZ8lSIHDpK7ngPA3Fwip9OQ2d eI/nfHM59vUR2qWCbFYe0Q== 0000071297-99-000089.txt : 19991018 0000071297-99-000089.hdr.sgml : 19991018 ACCESSION NUMBER: 0000071297-99-000089 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991005 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: 99723331 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 corrected report for the second 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. On September 21, 1999, substantially all of the assets of NEWH were sold to Duperey Investments, Inc., an unaffiliated company. This transaction will be fully reflected in the third quarter 1999 filing. 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. The contract has been terminated, no additional revenue will be recognized. NG entered into agreements with companies located in Canada, Washington, DC, Washington, Massachusetts, New Jersey, New York, and Virginia to provide consulting services. A total of $230,000 in revenue was recognized in the second quarter of 1999. 2.As of June 30, 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 $24,826,000 and $4,353,000, respectively. 3.As of June 30, 1999, NG employed no permanent personnel. However, during the three-month period ending June 30, 1999, 68 employees of associated companies of NEES billed portions of their time to NG. 4.As of June 30, 1999, NG had not purchased or received from associated companies of NEES any intellectual property. 5.During the three-month period ended June 30, 1999, NG received legal, financial, and other administrative services from New England Power Service Company, amounting to $200,000. 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 second 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 No. 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: October 5, 1999 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Consolidated Balance Sheet at June 30, 1999 Filed (Unaudited, subject to adjustment) herewith B Consolidated Statement of Income and Filed Accumulated Deficit for the six and twelve herewith months ended June 30, 1999 (Unaudited, subject to adjustment) C Consolidated Statement of Cash Flows Filed for the six and twelve months ended herewith June 30, 1999 (Unaudited, subject to adjustment) EX-99 3 EXHIBIT A Exhibit A NEES GLOBAL, INC. Consolidated Balance Sheet June 30, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars)
ASSETS - ------ Current assets: Cash $ 362 Accounts receivable, less reserves 903 Other current assets 740 ------- Total current assets 2,005 ------- Fixed assets: Property and equipment 21,367 Accumulated depreciation (5,102) ------- Total fixed assets 16,265 ------- Investments at cost: Separation Technologies, Inc. 1,000 Nexus, Inc. 2,150 ------- Total investments 3,150 ------- Total assets $21,420 ======= LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable $ 220 Accrued taxes 408 Miscellaneous accrued liabilities 76 ------- Total current liabilities 704 ------- Accumulated deferred income taxes 1,200 Deferred credits and other liabilities 327 ------- Total other liabilities 1,527 ------- Parent company's investment: Subordinated notes payable to parent 24,826 Common stock, par value $1 per share 1 Other paid-in capital 4,361 Accumulated deficit (9,999) ------- Total parent company's investment 19,189 ------- Total liabilities and parent company's investment $21,420 =======
EX-99 4 EXHIBIT B Exhibit B NEES GLOBAL, INC. Consolidated Statement of Income and Accumulated Deficit For the Periods Ended June 30, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars)
SixTwelve Months Months ------------ INCOME - ------ Rental water heater revenue $ 4,831 $ 9,032 Consulting revenue and other 416 885 Equity in earnings - HydroServ Group, LLC - (50) -------- ------- Total income 5,247 9,867 EXPENSE - ------- Operation and maintenance expenses 3,016 6,304 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. 220 220 Depreciation 1,100 2,269 Income taxes 497 (337) ------- ------- Total expenses 4,833 9,940 Net income (loss) $ 414 $ (73) ======== ======= Accumulated deficit at beginning of period (restated) $(10,413) $(9,926) Accumulated deficit at end of period $ (9,999) $(9,999) ======== =======
EX-99 5 EXHIBIT C Exhibit C
NEES GLOBAL, INC. Consolidated Statement of Cash Flows For the Period Ended June 30, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars) Six Twelve Months Months ------ ------ Operating Activities: Net income (loss) $ 414 $ (73) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 1,100 2,269 Loss on investments 220 1,704 Deferred income taxes 364 830 (Increase)/decrease in accounts receivable 36 (435) (Increase)/decrease in other current assets 480 (436) Increase/(decrease) in accounts payable (56) (148) Increase/(decrease) in other current liabilities 129 449 Other, net 519 1,508 ------- -------- Net cash provided by (used in) operating activities $ 3,206 $ 5,668 ------- -------- Investing Activities: Fixed asset expenditures (1,395) (15,108) Investment in HydroServ Group, LLC - (40) Investment in Nexus, Inc. - (750) Investment in AllEnergy Marketing Co., LLC - (256) Sale of interest in AllEnergy Marketing Co., LLC 456 456 ------- -------- Net cash used in investing activities $ (939) $(15,698) ------- -------- Financing Activities: Change in subordinated notes payable to parent $(2,500) $ 10,077 ------ -------- Net cash provided by (used in) financing activities $(2,500) $ 10,077 ------- -------- Net increase/(decrease) in cash and cash equivalents $ (233) $ 47 Cash and cash equivalents at beginning of period 595 315 ------- -------- Cash and cash equivalents at end of period $ 362 $ 362 ======= ========
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