EASTERN UTILITIES ASSOCIATES
35-CERT, 1994-05-18
ELECTRIC SERVICES
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               SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.

   In the matter of                           )
                                              )
EASTERN UTILITIES ASSOCIATES                  )
Boston, Massachusetts                         )
                                              )
EUA COGENEX CORPORATION                       ) Certificate of
Lowell, Massachusetts                         ) Notification
                                              ) Pursuant to
                                              ) Rule 24
   (70-8255)                                  )
                                              )
(Public Utility Holding Company Act of 1935)  )


   Enclosed herewith for filing by Eastern Utilities Associates and
its wholly-owned subsidiary, EUA Cogenex Corporation, in accordance
with the Order of the Securities and Exchange Commission entered in
the above matter on January 28, 1994 (Release No. 35-25982) and
pursuant to Rule 24, are the statement of cash flows, the income
statement and the balance sheet of Northeast Energy Management, Inc.
for the quarter ended March 31, 1994.

                                 EASTERN UTILITIES ASSOCIATES

                                 By: /s/ Clifford J. Hebert, Jr.
                                     Clifford J. Hebert, Jr.
                                     Treasurer


                                 EUA COGENEX CORPORATION

                                 By: /s/ Basil G. Pallone
                                     Basil G. Pallone
                                     Vice President


Dated:  May 17, 1994



                    NORTHEAST ENERGY MANAGEMENT, INC.
                                 BALANCE SHEET
                                   MARCH 31, 1994
                               ($ IN THOUSANDS)





                    ASSETS


Current assets:
          Cash and cash equivalents                                  418
          Customer accounts receivable                               450
          Prepayments and other current assets                         1
                    Total current assets                             869


Property and equipment                                             8,694
Less: accumulated amortization                                    (1,588)

                    Net property and equipment                     7,106


Other non current assets:

          Intangible assets, net                                     483
          Prepaid deferred taxes and other non current asse        6,279

                                                                   6,762


                              Total assets                        14,737

                    LIABILITIES


Current liabilities:
          Accounts payable - trade                                     0
                           - associated companies                      6

          Accrued taxes                                                0
          Miscellaneous current liabilities                            0

                    Total current liabilities                          6


Other non current liabilities:

          Deferred credits                                         1,033
          Accumulated deferred income taxes                          606

                    Total other non current liabilities            1,639


Stockholder's equity:

          Common stock                                                 1
          Paid in capital                                         12,863
          Retainied Earnings                                         228

                    Total stockholder's equity                    13,092

                    Total liabilities and equity                  14,737

                 NORTHEAST ENERGY MANAGEMENT, INC.
                          INCOME STATEMENT
                         THREE MONTHS ENDED
                            MARCH 31, 1994
                             (In thousands)


Operating Revenues                                    $743
Cost of Goods Sold                                     129

          Gross Profit                                 614

Operating Expenses                                     190

          Income from Operations                       424

Other Income                                             5

Interest Expense:
   Interest Debt                                        38
   Other Interest                                        0
      Total Interest Expense                            38

          Net Income                                  $391
                  EUA NEMI
           STATEMENT OF CASH FLOWS
  FOR THE THREE MONTHS ENDED MARCH 31, 1994
          (IN THOUSANDS)



Cash flow from operating activities:

Net income                                                 $391
Adjustments to reconcile net income to net
    cash provided by operating activities:
        Depreciation and amortization                       142
        Deferred taxes                                      653
        Deferred revenues                                   (61)
        Other - net                                        (177)
        Changes in operating assets and liablilties        (533)

         Net cash provided from operating activities        415


Cash flow from investing activities:

        Construction expenditures                             0

         Net cash used in investing activities                0


Cash flow from financing activities:

        Net increase in short-term debt                       0

         Net cash provided from financing activities          0


Net increase in cash and cash equivalents                   415

Cash and cash equivalents at beginning of year                3

Cash and cash equivalents at end of year                   $418



Supplemental disclosures of cash flow information:
    Cash paid during the year for:
            Interest, net of amounts capitalized             $0


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