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Previous: NATIONSBANK CORP, 424B2, 1998-06-01 |
Next: NEW ENGLAND ELECTRIC SYSTEM, 35-CERT, 1998-06-01 |
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
FOR THE QUARTER ENDED
MARCH 31, 1998
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive, Westborough, MA 01582
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 1998
ITEM 1 - ORGANIZATION CHART
Percentage
Energy or State of voting
Name of Reporting Gas-Related Date of of Securities
Company Company Organization Organization Held Nature of Business
- ----------------- ----------- ------------ ------------ ----------- --------------------------------------
<S> <C> <C> <C> <C> <C>
New England Energy, Energy 11/20/72 MA 100 New England Energy, Inc. was engaged
Inc./New England in various activities relating to fuel
Electric System supply for the System. These activities
primarily included participation
(principally through a partnership with
a nonaffiliated oil company) in domestic
oil and gas exploration, development,
and production and the sale to New
England Power Company (NEP) of fuel
purchased in the open market. Effective
1/1/98, NEEI sold its oil and gas
properties and ceased its participation
in domestic oil and gas exploration,
development, and production. The sale
to NEP of fuel purchased in the open
market continues.
Granite State Energy, Energy 04/22/96 NH 100 Granite State Energy provides a range
Inc./New England of energy and related services,
Electric System including but not limited to sales of
electric energy, audits, power quality,
fuel supply, repair, maintenance,
construction, design, engineering, and
consulting.
AllEnergy Marketing Energy 09/18/96 MA 99 AllEnergy's principal purpose is to sell
Co., L.L.C./NEES energy and provide a range of energy-
Energy, Inc./New related services, including but not
England Electric limited to, marketing, brokering and
System sales of energy, audits, fuel supply,
repair, maintenance, construction,
AllEnergy Marketing Energy 09/18/96 MA 01 operation, design, engineering, and
Co., L.L.C./NEES consulting, to customers primarily in
Global Transmission, the competitive market in New England,
Inc./New England New York, Pennsylvania and New Jersey.
Electric System (New)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 1998
ITEM 1 - ORGANIZATION CHART
Percentage
Energy or State of voting
Name of Reporting Gas-Related Date of of Securities
Company Company Organization Organization Held Nature of Business
- ----------------- ----------- ------------ ------------ ----------- --------------------------------------
<S> <C> <C> <C> <C> <C>
New England Water Energy 05/25/90 MA 100 New England Water Heater Co., Inc.
Heater Co., Inc./New rents water heaters to
England Electric residential and commercial customers
System (new) throughout New England
AllEnergy Fuels Energy 03/27/98 DE 100 AllEnergy Fuel's purpose is to
Corp./ New England acquire interests in and assets of
Electric System (new) energy-related companies and to
engage in energy-related activities
in accordance with Rule 58.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 1998
ITEM 1 - ORGANIZATION CHART
Percentage
Energy or State of voting
Name of Reporting Gas-Related Date of of Securities
Company Company Organization Organization Held Nature of Business
- ----------------- ----------- ------------ ------------ ----------- --------------------------------------
<S> <C> <C> <C> <C> <C>
Texas Liquids, Energy 12/19/96 MA 100 Texas Liquids, L.L.C. engages in
L.L.C./All Energy purchasing, marketing, selling,
Marketing Co., L.L.C./ and distributing energy
NEES Energy, Inc./ commodities and related products
New England Electric and services.
System
NeXus Energy Energy 05/19/97 MA 9.9 NeXus Energy Software's purpose is to
Software, Inc./ develop, implement, produce, market and
NEES Global sell software for application in the
Transmission, Inc./ energy conservation industry.
New England
Electric System
Weatherwise USA L.L.C./ Energy 10/10/96 DE 20 Weatherwise USA L.L.C.'s purpose is to be
AllEnergy Marketing an energy related company to provide
Co., L.L.C./NEES energy management, demand side
Energy, Inc./ New management, and technical and utility
England Electric hedging services to reduce weather
System related financial uncertainty of
utilities, energy users, and others.
HydroServ Group, Energy 07/25/97 MA 50 HydroServ Group, L.L.C. engages in
L.L.C./NEES Global marketing and selling capabilities and
Transmission, Inc./ services relating to hydroelectric
New England Electric facilities and other similar facilities
System
AEDR Fuels, L.L.C./ Energy 01/12/98 ME 50 AEDR Fuels, L.L.C. is a joint venture
AllEnergy Marketing between AllEnergy Marketing Company,
Co., L.L.C./ L.L.C. and a nonaffiliated third party.
NEES Energy, Its purpose is to acquire interests in and
Inc./New assets of energy-related companies and
England Electric to engage in energy-related activities
System (new) in accordance with Rule 58.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 1998
Item 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
Type of Principal Issue Cost Person to Collateral Consideration
Security Amount of or of Whom Security Given with Received for
Company Issuing Security Issued Security* Renewal Capital Was Issued Security Each Security*
- ------------------------ -------- --------- ------- ------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
New England Water Voting $4.3 (1) Issue N/A New England Electric - $4.3
Heater Co., Inc. rights System
<FN>
*Expressed in millions, rounded to hundred thousands of dollars
(1) NEES acquired New England Water Heater Co., Inc. (NEWH) in exchange for 74,547 shares of NEES common stock and the
paydown of $1.2 million of NEWH debt.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 1998 (cont'd.)
Item 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
(expressed in millions, rounded to hundred thousands of dollars)
Company Company Amount of
Contributing Receiving Capital
Capital Capital Contribution
------------ --------- ------------
<S> <C> <C> <C>
NEES Energy, Inc. AllEnergy Marketing Co., L.L.C. $7.9
NEES Global Transmission, Inc. HydroServ Group, L.L.C. .1
NEES Global Transmission, Inc. AllEnergy Marketing Co., L.L.C. .1
AllEnergy Marketing Co., L.L.C. Weatherwise USA, L.L.C. .2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 1998
Item 3 - ASSOCIATE TRANSACTIONS (expressed in millions, rounded to hundred thousands of dollars)
Part I - Transactions performed by reporting companies on behalf of associate companies
Direct Indirect Total
Reporting Company Associate Company Types of Services Costs Costs Cost of Amount
Rendering Services Receiving Services Rendered Charged Charged Capital Billed
------------------ ------------------ ----------------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
N/A
Part II - Transactions performed by associate companies on behalf of reporting companies
Direct Indirect Total
Associate Company Reporting Company Types of Services Costs Costs Cost of Amount
Rendering Services Receiving Services Rendered Charged Charged Capital Billed
------------------ ------------------ ----------------- ------- ------- ------- ------
Massachusetts Electric Granite State Energy, Miscellaneous (4) (1) (1) (1)
Company Inc.
New England Power Co. New England Energy, Inc. Reimbursement of $120.9 $120.9
loss on sale of oil
and gas properties
Miscellaneous (1) (1) (1)
Fuel Purchase $27.4 $27.4
New England Power Co. AllEnergy Marketing Power purchase (1) (1) (1)
Co., L.L.C. Miscellaneous (1) (1) (1)
New England Power Co. Granite State Energy,Inc. Power purchase $0.2 (1) $0.2
New England Power New England Energy, Inc. Miscellaneous (2) (1) (1) (1)
Service Co.
New England Power Granite State Energy, Miscellaneous (3) (1) (1) (1)
Service Co. Inc.
New England Power AllEnergy Marketing Sales Planning $0.3 (1) $0.3
Service Co. Co., L.L.C. Miscellaneous (3) (1) (1) (1)
<FN>
(1) Amounts are below $100,000
(2) Represents 11 types of services totaling less than $100,000 in aggregate.
(3) Represents 12 types of services totaling less than $100,000 in aggregate.
(4) The customer service portion of the service agreement between Granite State Energy Company and New England Power
Service Company has been assigned to Massachusetts Electric Company, in accordance with its terms.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
At March 31, 1998
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
(expressed in millions rounded to hundred thousands of dollars)
<S> <C> <C>
Investment in energy-related companies:
Total consolidated capitalization as of
March 31, 1998 (1) $3,517.1 line 1
Total capitalization multiplied by 15 percent 527.6 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 527.6 line 3
Total current aggregate investment:
(categorized by major line of energy-
related business)
Power marketing and other $ 31.0
Energy software 2.3
-------
Total current aggregate investment $33.3 line 4
-----
Difference between the greater of $50 million
or 15 percent of capitalization and the total
aggregate investment of the registered holding
company system
(lines 3 less line 4) $494.3 line 5
<FN>
(1) Consolidated capitalization includes total common equity, cumulative
preferred stock, long-term debt (including long-term debt due within
one year), and short-term debt.
</FN>
</TABLE>
<PAGE>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 1998
ITEM 5 - OTHER INVESTMENTS
Reason for
Major Line Other Other Difference
or Energy-Related Investment in Investment in Other
Business Last U-9C-3 Report in U-9C-3 Report Investment
- ----------------- ------------------ ---------------- ----------
N/A
<PAGE>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 1998
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
(A) Exhibits
Certificate stating that a copy of the report for the previous quarter
has been filed with the appropriate state commissions.
(B) Financial Statements
1-A New England Electric System Consolidated Income Statement for
the quarter ended March 31, 1998
1-B New England Electric System Consolidated Balance Sheet As of
March 31, 1998
2-A New England Energy, Inc. Income Statement for the quarter ended
March 31, 1998
2-B New England Energy, Inc. Balance Sheet as of March 31, 1998
3-A Granite State Energy, Inc. Income Statement for the quarter
ended March 31, 1998
3-B Granite State Energy, Inc. Balance Sheet as of March 31, 1998
4-A AllEnergy Marketing Company, L.L.C. Consolidated Income
Statement for the quarter ended March 31, 1998
4-B AllEnergy Marketing Company, L.L.C. Consolidated Balance Sheet
as of March 31, 1998
5-A New England Water Heater Co., Inc. Balance Sheet as of
March 31, 1998
6-A Weatherwise USA, L.L.C. Income Statement for the quarter ended
March 31, 1998
6-B Weatherwise USA, L.L.C. Balance Sheet as of March 31, 1998
7-A Texas Liquids, L.L.C. Income Statement for the quarter ended
March 31, 1998
7-B Texas Liquids, L.L.C. Balance Sheet as of March 31, 1998
(C) Notes
(1) Financial statements for NeXus Energy Software, Inc. were not
available as of the filing date.
(2) Financial statements for AEDR Fuels, L.L.C. and AllEnergy Fuels
Corp. are not included as these companies had no operations in
the first quarter and their total assets and liabilities were
less than $100,000.
(3) Financial statements for HydroServ Group, L.L.C. were not
included as revenues, expenses, assets, and liabilities were
all less than $100,000.
(4) There is no income statement included for New England Water
Heater Co., Inc. as the company was acquired in March, 1998 and
its revenues and expenses for the period between the date of
its acquisition and March 31, 1998 were less than $100,000.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this report to be signed
on its behalf by the undersigned officer thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/John G. Cochrane
_______________________________
John G. Cochrane, Treasurer
June 1, 1998
The name "New England Electric System" means the trustee or trustees for
the time being (as trustee or trustees but not personally) under an
agreement and declaration of trust dated January 2, 1926, as amended, which
is hereby referred to, and a copy of which as amended has been filed with
the Secretary of the Commonwealth of Massachusetts. Any agreement,
obligation or liability made, entered into or incurred by or on behalf of
New England Electric System binds only its trust estate, and no
shareholder, director, trustee, officer or agent thereof assumes or shall
be held to any liability therefor.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
---------- -------------------------------------- --------------
10(g) Certificate stating that a copy of the Filed Herewith
report for the previous quarter has
been filed with interested state
commissions.
Financial
Statement
No. Description Page
--------- ------------------------------------- --------------
1-A New England Electric System Filed Herewith
Consolidated Income Statement for the
quarter ended March 31, 1998
1-B New England Electric System Filed Herewith
Consolidated Balance Sheet As of
March 31, 1998
2-A New England Energy, Inc. Income Filed Herewith
Statement for the quarter ended
March 31, 1998
2-B New England Energy, Inc. Balance Filed Herewith
Sheet as of March 31, 1998
3-A Granite State Energy, Inc. Income Filed Herewith
Statement for the quarter ended
March 31, 1998
3-B Granite State Energy, Inc. Balance Filed Herewith
Sheet as of March 31, 1998
4-A AllEnergy Marketing Company, L.L.C. Filed Herewith
Consolidated Income Statement for
the quarter ended March 31, 1998
4-B AllEnergy Marketing Company, L.L.C. Filed Herewith
Consolidated Balance Sheet as of
March 31, 1998
5-A New England Water Heater Co., Inc. Filed Herewith
Balance Sheet as of March 31, 1998
6-A Weatherwise, USA, L.L.C. Income Filed Herewith
Statement for the quarter ended
March 31, 1998
6-B Weatherwise USA, L.L.C. Balance Filed Herewith
Sheet as of March 31, 1998
7-A Texas Liquids, L.L.C. Income Filed Herewith
Statement for the quarter ended
March 31, 1998
7-B Texas Liquids, L.L.C. Balance Filed Herewith
Sheet as of March 31, 1998
<PAGE>
CERTIFICATE
-----------
A copy of the Form U-9C-3 report for the previous quarter (quarter ended
December 31, 1997) has been filed with the interested state commissions in
accordance with Rule 58 under the Public Utility Holding Company Act of
1935.
The names and addresses of such state commissions are as follows:
Mrs. Luly Massaro, Clerk
Rhode Island Public Utilities Commission
100 Orange Street
Providence, Rhode Island 02903
Mary L. Cottrell, Secretary
Massachusetts Department of Public Utilities
100 Cambridge Street
Boston, MA 02202
Mr. Thomas B. Getz
Executive Director and Secretary
New Hampshire Public Utilities Commission
8 Old Suncook Road
Concord, New Hampshire 03301
SIGNATURE:
NEW ENGLAND ELECTRIC SYSTEM
s/John G. Cochrane
By_______________________________
Name: John G. Cochrane
Title: Treasurer
Date: June 1, 1998
The name "New England Electric System" means the trustee or trustees for
the time being (as trustee or trustees but not personally) under an
agreement and declaration of trust dated January 2, 1926, as amended,
which is hereby referred to, and a copy of which as amended has been
filed with the Secretary of The Commonwealth of Massachusetts. Any
agreement, obligation or liability made, entered into or incurred by or
on behalf of New England Electric System binds only its trust estate,
and no shareholder, director, trustee, officer or agent thereof assumes
or shall be held to any liability therefore.
<PAGE>
<TABLE>
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Statement of Consolidated Income
Period Ended March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Operating revenue $619.6
------
Operating expenses:
Fuel for generation 85.8
Purchased electric energy 122.7
Other operation 154.6
Maintenance 38.0
Depreciation and amortization 55.2
Taxes, other than income taxes 40.2
Income taxes 35.9
------
Total operating expenses 532.4
------
Operating income 87.2
Other income:
Equity in income of generating companies 2.3
------
Operating and other income 89.5
------
Interest:
Interest on long-term debt 25.0
Other interest 6.0
Allowance for borrowed funds used
during construction (.5)
------
Total interest 30.5
------
Income after interest 59.0
Preferred dividends of subsidiaries 0.6
Minority interests 1.5
------
Net income $ 56.9
======
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Consolidated Balance Sheet
At March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Utility plant, at original cost $5,896.7
Less accumulated provisions for depreciation and amortization 2,030.6
--------
3,866.1
Construction work in progress 43.0
--------
Net utility plant 3,909.1
--------
Investments:
Nuclear power companies, at equity 50.6
Other subsidiaries, at equity 37.8
Other investments 124.8
--------
Total investments 213.2
--------
Current assets:
Cash 20.6
Accounts receivable, less reserves of $18,692,000 259.9
Unbilled revenues 62.9
Fuel, materials, and supplies, at average cost 78.7
Prepaid and other current assets 67.1
--------
Total current assets 489.2
--------
Deferred charges and other assets 660.5
--------
$5,272.0
========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common share equity:
Common shares, par value $1 per share:
Authorized - 150,000,000 shares
Outstanding - 64,183,918 shares $ 65.0
Paid-in capital 736.7
Retained earnings 973.5
Treasury stock - 785,734 shares (30.9)
Unrealized gain on securities, net 6.9
--------
Total common share equity 1,751.2
Minority interests in consolidated subsidiaries 42.6
Cumulative preferred stock of subsidiaries 39.1
Long-term debt 1,367.2
--------
Total capitalization 3,200.1
--------
Current liabilities:
Long-term debt due within one year 25.3
Short-term debt 334.3
Accounts payable 167.7
Accrued taxes 59.6
Accrued interest 20.4
Dividends payable 36.2
Other current liabilities 103.5
--------
Total current liabilities 747.0
--------
Deferred federal and state income taxes 713.7
Unamortized investment tax credits 89.5
Other reserves and deferred credits 521.7
--------
$5,272.0
========
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND ENERGY INCORPORATED
Statement of Income
Period Ended March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, Subject to Adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Other income/(expense):
Interest expense (.2)
------
Net loss $ (.2)
======
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND ENERGY INCORPORATED
Balance Sheet
At March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, Subject to Adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Cash, including temporary cash investments
of $12,000,000 with affiliated companies $ 12.4
Accounts receivable:
From sales of coal - associated company 15.6
Tax benefit receivable 42.1
Prepaid expenses .4
--------
Total current assets $ 70.5
========
LIABILITIES AND PARENT COMPANY'S INVESTMENT
-------------------------------------------
Current liabilities:
Accounts payable 9.3
Accounts payable - associated companies .1
Accrued taxes 63.0
Miscellaneous current and accrued liabilities .5
--------
Total current liabilities 72.9
Parent company's investment:
Subordinated notes payable to parent 23.6
Common stock, par value $1 per share, and
other paid-in capital .2
Accumulated deficit (26.2)
--------
Total parent company's investment (2.4)
--------
Total liabilities and parent company's investment $ 70.5
========
</TABLE>
<PAGE>
<TABLE>
GRANITE STATE ENERGY, INC.
Statement of Income
(expressed in millions, rounded to hundred thousands of dollars)
Period Ended March 31, 1998
(Unaudited, subject to adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Operating revenue $0.2
----
Operating expenses:
Purchased electric energy 0.2
----
Net income -
====
</TABLE>
<PAGE>
<TABLE>
GRANITE STATE ENERGY, INC.
Balance Sheet
At March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Current assets:
Cash $ 0.1
Customer accounts receivable and unbilled revenue 0.1
Other current assets 0.1
-----
Total assets $ 0.3
=====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
-------------------------------------------
Accounts payable $ 0.1
Parent company's investment:
Common stock, par value $1 per share, and
subordinated notes payable to parent 0.5
Accumulated deficit (0.3)
-----
Total parent company's investment 0.2
-----
Total liabilities and parent company's investment $ 0.3
=====
</TABLE>
<PAGE>
<TABLE>
ALLENERGY MARKETING COMPANY, LLC
Consolidated Income Statement
Period Ended March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Revenues $ 35.8
------
Operating expenses
Cost of sales 37.1
Selling, general and administrative 5.1
Consulting 0.8
Other 0.2
------
Total operating expenses 43.2
------
Net loss $ (7.4)
======
</TABLE>
<PAGE>
<TABLE>
ALLENERGY MARKETING COMPANY, LLC
Consolidated Balance Sheet
At March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Assets
------
<S> <C>
Cash $ 5.2
Accounts receivable and unbilled revenue 9.8
Inventory 2.2
Prepaid expenses 0.3
Other current assets 1.7
-----
Total current assets 19.2
Investment in Weatherwise, U.S.A. 1.0
Fixed assets 1.3
Goodwill 0.3
Other assets 0.2
-----
Total assets $22.0
=====
Liabilities and Members' Equity
-------------------------------
Accounts payable $ 3.7
Accrued expenses 5.5
Other current liabilities 0.4
-----
Total current liabilities 9.6
Capital lease obligation 0.1
Other long-term liabilities 0.3
-----
Total liabilities 10.0
Members' equity 12.0
-----
Total liabilities and members' equity $22.0
=====
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND WATER HEATER CO., INC.
Balance Sheet
At March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, Subject to Adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Current assets
Accounts receivable $0.2
Allowance for bad debts (0.1)
Prepaid expenses 0.1
----
Total current assets 0.2
Fixed assets 1.6
Goodwill 2.8
----
Total assets 4.6
====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
-------------------------------------------
Current liabilities
Miscellaneous current and accrued liabilities 0.2
Deferred revenue 0.1
----
Total current liabilities 0.3
Parent company's investment:
Subordinated notes payable to parent 1.2
Common stock and additional paid in capital 3.1
----
Total parent company's investment 4.3
----
Total liabilities and parent company's investment $4.6
====
</TABLE>
<PAGE>
<TABLE>
WEATHERWISE USA, LLC
Income Statement
Period Ended March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Revenues $ 0.2
-----
Operating expenses
Selling, general and administrative 0.5
Consulting 0.1
Other 0.1
-----
Total operating expenses 0.7
-----
Net loss $(0.5)
=====
</TABLE>
<PAGE>
<TABLE>
WEATHERWISE USA, LLC
Balance Sheet
At March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Assets
------
<S> <C>
Cash $ 0.7
Accounts receivable 1.3
-----
Total current assets 2.0
Software development costs 1.0
Fixed assets 0.3
-----
Total assets $ 3.3
=====
Liabilities and Members' Equity
-------------------------------
Accounts payable and accrued liabilities $ 0.2
Members' equity 3.1
-----
Total liabilities and members' equity $ 3.3
=====
</TABLE>
<PAGE>
<TABLE>
TEXAS LIQUIDS, LLC
Income Statement
Period Ended March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Revenues $ 16.9
-----
Operating expenses
Cost of sales 16.2
Selling, general and administrative 0.6
-----
Total operating expenses 16.8
-----
Net income $ 0.1
======
</TABLE>
<PAGE>
<TABLE>
TEXAS LIQUIDS, LLC
Balance Sheet
At March 31, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Assets
------
<S> <C>
Cash $ 1.1
Accounts receivable 4.2
Inventory 2.1
Other current assets 0.3
-----
Total current assets 7.7
-----
Goodwill $ 0.3
Other assets 0.1
-----
Total assets $ 8.1
=====
Liabilities and Members' Equity
-------------------------------
Accounts payable $ 1.3
Other accrued expenses 4.0
-----
Total current liabilities 5.3
Members' equity 2.8
-----
Total liabilities and members' equity $ 8.1
=====
</TABLE>
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