File No. 70 - 9611
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM U-1
DECLARATION WITH RESPECT TO
THE GUARANTY OF CERTAIN PERFORMANCE OBLIGATIONS
OF EUA COGENEX CORPORATION BY EASTERN UTILITIES ASSOCIATES
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
________________________________
EASTERN UTILITIES ASSOCIATES ("EUA")
750 West Center Street, P.O. Box 543, West Bridgewater, MA 02379
_________________________________
Clifford J. Hebert, Jr.
Treasurer
Eastern Utilities Associates
750 West Center Street,
P.O. Box 543,
West Bridgewater, MA 02379
(Name and address of agent for service)
The Commission is requested to mail signed copies of
all orders, notices and communications to:
Arthur I. Anderson, P.C.
McDermott, Will & Emery
28 State Street
Boston, MA 02109-1775
This Amendment No. 2 to the Declaration on Form U-1 of Eastern
Utilities Associates ("EUA"), Commission File No. 70-9611, filed on January 19,
2000 as amended by Amendment No. 1 dated March 14, 2000, hereby amends Items
1D, 3 and 6(b) as follows:
ITEM 1. DESCRIPTION OF THE PROPOSED TRANSACTION
The following sentence is hereby added at the end of Item 1 D:
Upon consummation of the planned merger of EUA and National Grid USA (formerly
New England Electric System) (see Commission File No. 70-9537), Cogenex will
become a subsidiary of National Grid USA.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
The following sentence is hereby added at the end of Item 3:
Cogenex will continue to file periodic reports with the Commission, as required
by Commission Order No. 35-26232 (dated February 15, 1995) and the other orders
referenced therein.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
(* Filed herewith)
(** Confidential treatment requested pursuant to Rule 104(b)).
(b) Financial Statements.
* b-1 Cogenex Consolidated Statements of Cash Flow for the
Years Ended December 31, 1998 and 1999 (Unaudited)
* b-2 Cogenex Consolidated Balance Sheets for December 31,
1998 and 1999 (Unaudited)
* b-3 Cogenex Consolidated Statements of Operations for the
Years Ended December 31, 1998 and 1999 (Unaudited)
** b-4 Cogenex and Subsidiary Companies Proforma Consolidated
Balance Sheets December 31, 2000
** b-5 Cogenex and Subsidiary Companies Proforma Consolidated
Statements of Cash Flows December 31, 2000
** b-6 Cogenex Proforma Consolidated Income Statement December
31, 2000
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
as amended, the undersigned company has duly caused this statement to be duly
signed on its behalf by the undersigned thereunto duly authorized.
Date: March 28, 2000
EASTERN UTILITIES ASSOCIATES
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
<TABLE>
EUA COGENEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
(in thousands)
(UNAUDITED)
<CAPTION>
1999 1998
<C> <C>
<S>
Cash flow from operating activities:
Net (loss) income ($6,647) ($1,481)
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation and amortization 10,674 12,149
Deferred taxes 1,789 (628)
Gains on sales of investments in energy savings
projects paid for with notes and leases receivable (2,240) (2,826)
Costs of energy savings cash sales type projects 16,958 12,827
Pension and other postretirement benefit liability 19 21
Amortization of deferred revenues 11
Equity Earnings in Joint Ventures (457)
Loss on disposition of Day & DayMetrix division assets 3,488
Collections of principal portion of project notes and leases receivable 7,932 10,216
Proceeds from sales of notes and leases receivable to third parties 0 7,045
Other - net 1,665 1,600
Changes in operating assets and liabilities, net of effect of
transfer of Renova assets:
Accounts receivable, net 4,638 6,107
Inventory, net 24 3
Accounts payable 1,473 637
Accrued taxes 16 (192)
Accrued interest (65) (79)
Other current assets and liabilities - net 1,286 (2,596)
Net cash provided from operating activities 40,553 42,814
Cash flow from investing activities:
Expenditures for investments in energy savings projects (33,800) (26,494)
Equity Investments in Joint Ventures 785
Proceeds from Transfer of Renova assets 1,717
Proceeds from Sale of Day division assets 2,894
Collections on financing notes and leases receivable 14,733 11,558
Net cash used in investing activities (15,388) (13,219)
Cash flow from financing activities:
Retirement of long - term debt (6,700) (6,700)
Net (decrease) increase in short-term debt (15,953) (24,585)
Net cash used in financing activities (22,653) (31,285)
Net decrease in cash and cash equivalents 2,512 (1,690)
Cash and cash equivalents at beginning of year 2,782 4,472
Cash and cash equivalents at end of year $5,294 $2,782
Supplemental disclosures of cash flow information:
Cash paid (received) during the year for:
Interest, net of amounts capitalized $7,148 $9,087
Income taxes (refund) ($3,709) ($1,172)
Supplemental schedule of non-cash investing activities:
Conversion of investments in energy savings projects
to notes and leases receivable $1,922 $4,529
Supplemental schedule of non-cash financing activities:
Foreign Currency Translation Adjustment, net of tax 36 ($47)
</TABLE>
<TABLE>
EUA COGENEX CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
(in thousands)
(UNAUDITED)
<CAPTION>
ASSETS
1999 1998
<S> <C> <C>
Current assets:
Cash and cash equivalents ($690 and $839, respectively,
is restricted) $5,272 $2,782
Customer accounts receivable (net of allowance for
doubtful accounts of $794 and $693, respectively) 7,498 13,420
Unbilled customer revenues 6,746 6,440
Other accounts receivable 5,340 4,721
Notes receivable and net investment in leases receivable 13,400 16,380
Inventories 104 827
Prepayments and other current assets 513 2,039
Total current assets 38,873 46,609
Property, plant and equipment 81,411 95,852
Less: accumulated depreciation (44,463) (50,085)
Net property, plant and equipment 36,948 45,767
Energy savings projects in progress 2,598 6,716
Net property, plant, equipment and
projects in progress 39,546 52,483
Other non - current assets:
Notes receivable and net investment in leases receivable 39,377 40,934
Contract rights - net 3,207 3,612
Intangible assets - net 5,580 7,876
Deferred income tax benefit 8,740 10,045
Miscellaneous non - current assets 2,308 3,447
Total other non - current assets 59,212 65,914
Total assets $137,631 $165,006
</TABLE>
<TABLE>
EUA COGENEX CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
(in thousands)
(UNAUDITED)
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998
<S> <C> <C>
Current liabilities:
Notes payable $207 $16,108
Current maturities of long - term debt 77,700 6,700
Accounts payable - trade 815 1,448
- associated companies 2,314 1,133
- other 2,415 57
Accrued interest 1,123 1,188
Accrued taxes (18) 63
Accrued contract expenses 3,878 2,404
Reserve for loss on discontinued operations 55 956
Miscellaneous current liabilities 1,366 1,996
Total current liabilities 89,555 32,053
Long-term liabilities:
Long-term debt 77,400
Other liabilities:
Deferred credits and other non current liabilities 2,331 3,681
Accumulated deferred income taxes 6,197 5,713
Total long-term and other liabilities 8,528 86,794
Stockholders' equity:
Common stock, $.01 par value, authorized,
issued and outstanding, 1,000 shares
Paid in capital 47,337 47,337
Retained earnings (deficit) (7,651) (1,004)
Accumulated other comprehensive income (loss) (138) (174)
Total common stockholders' equity 39,548 46,159
Preferred stock, $.01 par value, authorized,
issued and outstanding, 7,500 shares
Total liabilities and stockholders' equity $137,631 $165,006
</TABLE>
<TABLE>
EUA COGENEX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
(in thousands)
(UNAUDITED)
<CAPTION>
1999 1998
Revenues:
<S> <C> <C>
Paid from savings $15,917 $19,815
Energy savings projects sales and sales-type leases 25,227 40,485
Installation and fabrication of energy savings equipment 0 1,331
Total revenues 41,144 61,631
Contract expenses:
Maintenance 1,130 1,164
Other contract expenses 1,475 3,836
Depreciation and amortization 9,011 10,143
Cost of energy savings project sales and
sales-type lease transactions 21,158 15,842
Total contract expenses 32,774 30,985
Cost of installation and fabrication 0 1,066
Gross profit 8,370 29,580
Operating expenses:
General and administrative 8,316 8,177
Depreciation and amortization 980 1,305
Taxes other than income 464 572
Total operating expenses 9,760 10,054
Income from operations (1,390) 19,526
Other income and deductions:
Interest income 5,120 6,033
Equity earnings of subsidiaries 457 (10)
Other - net 194 1,525
Total other income and deductions 5,771 7,548
Interest expense:
Interest on long-term debt 6,841 7,473
Interest on short-term debt 339 1,769
Other interest 48 106
Capitalized interest (189) (234)
Total interest expense 7,039 9,114
Income before income taxes (2,658) 17,960
Provision for income taxes - benefit (expense) 390 (657)
Income from continuing operations (2,268) 17,303
Discontinued operations:
Loss from Day/DayMetrix operations
(net of income tax benefit of $249 in 99 and $338 in 1998) (549) (802)
Loss from disposal of Day/DayMetrix
(net of income tax benefit of $1,003 in 99) (3,273)
Loss on disposal of cogeneration
(net of income tax benefit of $300 in 99 and $1,208 in 1998) (557) (2,245)
Net (loss) income ($6,647) $14,256
</TABLE>
** filed under confidential treatment request. **
** filed under confidential treatment request. **
** filed under confidential treatment request. **
