-----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, G4jcDYMQJa6v218UM77Fzuc8py5nJjnvQLimC+Dedbq7LcriaJFQkQdqD1gGKk0b NAS5Jepu8Ey2+3S77NX3fA== 0000071297-99-000099.txt : 19991130 0000071297-99-000099.hdr.sgml : 19991130 ACCESSION NUMBER: 0000071297-99-000099 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19991129 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: 99765290 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 third 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 September 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 $168,472,000 and $10,805,000, respectively. 3.As of September 30, 1999, NEES Energy had no permanent personnel and during the third quarter of 1999 there were no individuals assigned on a substantially full-time basis. 4.During the third quarter of 1999, NEES Energy had no kilowatt hours sold or marketed. 5.Attached in Exhibits A through C are a consolidated balance sheet as of September 30, 1999, consolidated income statements and statements of cash flows for the quarter, nine months and twelve months ended September 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. s/ John G. Cochrane By: John G. Cochrane Treasurer Date: November 29, 1999 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Consolidated Balance Sheet at Filed September 30, 1999 herewith (Unaudited, subject to adjustment) B1 Consolidated Statement of Income andFiled Accumulated Deficit For the Quarterherewith and Nine Months ended September 30, 1999 (Unaudited, Subject to Adjustment) C1 Consolidated Statement of Cash Flows Filed For the Quarter and Nine Months ended herewith September 30, 1999 (Unaudited, Subject to Adjustment) B2 Consolidated Statement of Income andFiled Accumulated Deficit For the Twelve herewith Months ended September 30, 1999 (Unaudited, Subject to Adjustment) C2 Consolidated Statement of Cash Flows Filed For the Twelve Months ended September 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 September 30, 1999 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $ 3,838 Accounts receivable and unbilled revenue, less reserves of $2,444 42,033 Inventory 14,377 Prepaid and other current assets 7,175 -------- Total current assets 67,423 -------- Fixed assets 14,590 Less accumulated depreciation 2,874 -------- Net fixed assets 11,716 -------- Other investments 881 Goodwill, net of amortization 109,290 Deferred federal and state income taxes 823 Other assets 4,883 -------- Total other assets 115,877 -------- Total assets $195,016 ======== LIABILITIES AND CAPITALIZATION - ------------------------------ Current liabilities: Long term debt due in one year $ 306 Accounts payable (including $42 to affiliates) 8,397 Accrued liabilities 28,480 -------- Total current liabilities 37,183 Long-term debt 539 Other long-term liabilities 7,704 -------- Total liabilities 45,426 -------- Parent company's investment: Subordinated notes payable to parent 168,472 Common stock, par value $1 per share 1 Other paid-in capital 10,805 Accumulated deficit (29,688) -------- Total parent company's investment 149,590 -------- Total liabilities and parent company's investment $195,016 ======== EX-99 4 EXHIBIT B1 Exhibit B1 NEES ENERGY, INC. Consolidated Statement of Income and Accumulated Deficit (Thousands of Dollars) For the Periods Ended September 30, 1999 (Unaudited, Subject to Adjustment) Nine QuarterMonths -------------- INCOME Revenue (1) $105,597 $289,968 -------- -------- Total income 105,597 289,968 -------- -------- EXPENSES Operating expenses Cost of sales 97,224 257,659 Depreciation 2,675 6,423 Selling, general and administrative expenses 13,517 37,042 Income tax (2,607) (3,578) -------- -------- Total operating expenses 110,809 297,546 -------- -------- Operating income (loss) (5,212) (7,578) Other income (expense), net 180 363 -------- -------- Net income (loss) (5,032) (7,215) Accumulated deficit at beginning of period (24,656) (22,473) -------- -------- Accumulated deficit at end of period $(29,688) $(29,688) ======== ======== (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 September 30, 1999 (Unaudited, Subject to Adjustment) Nine QuarterMonths ------------- Operating activities: Net income (loss) $ (5,032) $ (7,215) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 2,675 6,423 (Increase) decrease in accounts receivable and unbilled revenue (3,973) (55) (Increase) decrease in inventory (2,204) 1,545 (Increase) decrease in prepaid and other current assets 960 7,828 Increase (decrease) in accounts payable (4,596) (4,682) Increase (decrease) in other current liabilities 9,504 1,983 Other, net 310 (1,427) -------- --------- Net cash provided by (used in) operating activities $ (2,356) $ 4,400 -------- --------- Investing activities: Fixed asset expenditures $ (1,030) $ (1,339) Investment in Griffith Consumers - (78,605) Acquisition of Barclay & Fowler assets - (3,011) Acquisition of Hub-Langie assets - (777) Acquisition of Texas-Ohio assets (14,005) (14,005) Acquisition of Ewing Oil (6,148) (6,148) Purchase of AllEnergy minority interest from NEES Global, Inc. - (456) -------- --------- Net cash used in investing activities $(21,183) $(104,341) -------- --------- Financing activities: Change in subordinated notes payable to parent $ 21,050 $ 99,875 Increase (decrease) in long-term debt (139) (289) -------- --------- Net cash provided by (used in) financing activities $ 20,911 $ 99,586 -------- --------- Net increase (decrease) in cash and cash equivalents $ (2,628) $ (355) Cash and cash equivalents at beginning of period 6,466 4,193 -------- --------- Cash and cash equivalents at end of period $ 3,838 $ 3,838 ======== ========= 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, 1999 (Unaudited, Subject to Adjustment) INCOME Revenue (1) $358,763 -------- Total income 358,763 -------- EXPENSES Operating expenses Cost of sales 320,311 Depreciation 6,975 Selling, general and administrative expenses 47,320 Income tax (5,103) -------- Total operating expenses 369,503 -------- Operating income (loss) (10,740) Other income (expense), net 480 -------- Net income (loss) (10,260) Accumulated deficit at beginning of period (19,428) -------- Accumulated deficit at end of period $(29,688) ======== (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, 1999 (Unaudited, Subject to Adjustment) Operating activities: Net income (loss) $ (10,260) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 6,975 Deferred federal and state income taxes (166) (Increase) decrease in accounts receivable and unbilled revenue (8,974) (Increase) decrease in inventory 4,615 (Increase) decrease in prepaid and other current assets (2,435) Increase (decrease) in accounts payable (5,089) Increase (decrease) in other current liabilities 10,625 Other, net (205) --------- Net cash provided by (used in) operating activities $ (4,914) --------- Investing activities: Fixed asset expenditures $ (2,077) Investment in Griffith Consumers (78,605) Acquisition of Barclay & Fowler assets (3,011) Acquisition of Hub-Langie assets (777) Acquisition of Texas-Oil assets (14,005) Acquisition of Ewing Oil (6,148) Purchase of AllEnergy minority interest from NEES Global, Inc. (456) --------- Net cash used in investing activities $(105,079) --------- Financing Activities: Change in subordinated notes payable to parent $ 107,130 Increase (decrease) in long-term debt 197 --------- Net cash provided by financing activities $ 107,327 --------- Net increase (decrease) in cash and cash equivalents $ (2,666) Cash and cash equivalents at beginning of period 6,504 --------- Cash and cash equivalents at end of period $ 3,838 ========= -----END PRIVACY-ENHANCED MESSAGE-----