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Previous: NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/, 424B3, 1998-11-25 |
Next: NEW MEXICO & ARIZONA LAND CO, 8-K, 1998-11-25 |
<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
SEPTEMBER 30, 1998
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive, Westborough, MA 01582
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 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.
Inc./New England participated (principally through a
Electric System 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.
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.(MA)/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.(MA)/NEES consulting. The company is a
Global, Inc./New Massachusetts limited liability company.
England Electric It is presently planned to merge this
System company with AllEnergy Marketing
Company, L.L.C. (DE) described on the
following page of this organization
chart.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 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>
AllEnergy Marketing Energy 04/23/98 DE 100 This company is a Delaware limited
Co., L.L.C.(DE)/NEES liability company. It is presently
Energy, Inc./New planned to merge this company with
England Electric the previously described AllEnergy
System Marketing Company, L.L.C.(MA). Fol-
lowing such a merger, this company
would be the surviving entity. The
company's operations will be similar
to those of AllEnergy Marketing
Company L.L.C. (MA). The company's
current operations are the sale of
petroleum products at retail and
wholesale.
New England Water Energy 05/25/90 MA 100 New England Water Heater Co., Inc.
Heater Co., Inc./NEES rents water heaters to residential
Global, Inc./New and commercial customers throughout
England Electric New England.
System
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 energy-related companies and to
engage in energy-related activities
in accordance with Rule 58.
Separation Energy 3/28/89 DE 5.6 This company produces concrete using
Technologies, Inc./ fly ash waste from coal-fired
NEES Global, Inc./New generating plants.
England Electric System
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 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./AllEnergy purchasing, marketing, selling,
Marketing Company, and distributing energy
L.L.C.(MA)/NEES commodities and related products
Energy, Inc./ New and services.
England Electric
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
Inc./ New England energy conservation industry.
Electric System
Weatherwise USA L.L.C./ Energy 10/10/96 DE 10 Weatherwise USA L.L.C.'s purpose is to be
AllEnergy Marketing an energy-related company to provide
Company, L.L.C.(MA)/ energy management and technical and
NEES Energy, Inc./New utility hedging services to reduce
England Electric System weather-related financial uncertainty
of utilities, energy users, and others.
HydroServ Group, Energy 07/25/97 MA 0 HydroServ Group, L.L.C. engages in
L.L.C./NEES Global, marketing and selling capabilities and
Inc./New England services relating to hydroelectric
Electric System facilities and other similar facilities.
NEES Global, Inc. terminated its interest
in this company effective September 30,
1998.
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,
Company, L.L.C.(MA) L.L.C.(MA) and a nonaffiliated third
NEES Energy Inc./ party. Its purpose is to acquire
New England Electric interests in and assets of energy-related
System 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 September 30, 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>
N/A
<FN>
*Expressed in millions, rounded to hundred thousands of dollars
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 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 Company, L.L.C.(MA) $14.0
NEES Energy, Inc. AllEnergy Marketing Company, L.L.C.(DE) 17.6
NEES Global, Inc. New England Water Heater Co., Inc. 12.6
NEES Global, Inc. AllEnergy Marketing Company, L.L.C.(MA) .1
AllEnergy Marketing Company, L.L.C.(MA) Weatherwise USA, L.L.C. .2
NEES Global, Inc. HydroServ Group, L.L.C. *
*Amount less than $100,000.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 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 (5) (1) (1) (1)
Company Inc.
New England Power Co. AllEnergy Marketing Power purchase (1) (1) (1)
Company, L.L.C.(MA)
New England Power New England Energy, Inc. Miscellaneous (2) (1) (1) (1) (1)
Service Co.
New England Power Granite State Energy, Miscellaneous (3) (1) (1) (1) (1)
Service Co. Inc.
New England Power AllEnergy Marketing Sales Planning $0.1 (1) (1) $0.1
Service Co. Company, L.L.C.(MA) Miscellaneous (4) (1) (1) (1) (1)
New England Power AllEnergy Marketing Miscellaneous (4) (1) (1) (1) (1)
Service Company Company, L.L.C.(DE)
<FN>
(1) Amounts are below $100,000
(2) Represents 6 types of services totaling less than $100,000 in aggregate.
(3) Represents 4 types of services totaling less than $100,000 in aggregate.
(4) Represents 8 types of services totaling $100,000 in aggregate.
(5) 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 September 30, 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
September 30, 1998 (1) $2,717.6 line 1
Total capitalization multiplied by 15 percent 407.6 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 407.6 line 3
Total current aggregate investment:
(categorized by major line of energy-
related business)
Power marketing and other $ 98.2 (2)
Energy software 1.4
-------
Total current aggregate investment $99.6 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
(line 3 less line 4) $308.0 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.
(2) Amount includes a $1.0 million investment in Separation Technologies,
Inc. which had not been included in prior Rule 58 filings as the
investment had been made prior to the effective date of Rule 58.
</FN>
</TABLE>
<PAGE>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 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 September 30, 1998
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
(A) Exhibits
10(g) 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 and nine months ended September 30, 1998
1-B New England Electric System Consolidated Balance Sheet as of
September 30, 1998
2-A New England Energy, Inc. Income Statement for the quarter and
nine months ended September 30, 1998
2-B New England Energy, Inc. Balance Sheet as of September 30, 1998
3-A Granite State Energy, Inc. Income Statement for the quarter and
nine months ended September 30, 1998
3-B Granite State Energy, Inc. Balance Sheet as of September 30, 1998
4-A AllEnergy Marketing Company, L.L.C. (MA) Consolidated Income
Statement for the quarter and nine months ended September 30,
1998
4-B AllEnergy Marketing Company, L.L.C. (MA) Consolidated Balance
Sheet as of September 30, 1998
5-A New England Water Heater Co., Inc. Income Statement for the
quarter and six months ended September 30, 1998 (3)
5-B New England Water Heater Co., Inc. Balance Sheet as of
September 30, 1998
6-A Weatherwise USA, L.L.C. Income Statement for the quarter and nine
months ended September 30, 1998
6-B Weatherwise USA, L.L.C. Balance Sheet as of September 30, 1998
7-A Texas Liquids, L.L.C. Income Statement for the quarter and nine
months ended September 30, 1998
7-B Texas Liquids, L.L.C. Balance Sheet as of September 30, 1998
8-A HydroServ, L.L.C. Income Statement for the quarter and nine
months ended September 30, 1998 (4)
9-A AllEnergy Marketing Company, L.L.C.(DE) Consolidated Income
Statement for the quarter and six months ended September 30,
1998 (5)
9-B AllEnergy Marketing Company, L.L.C.(DE) Consolidated Balance
Sheet as of September 30, 1998
(C) Notes
(1) Financial statements for NeXus Energy Software, Inc. and
Separation Technologies, 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 nine months ended September 30, 1998 and their total assets
and liabilities were less than $100,000.
<PAGE>
(3) There is only a quarterly and six month 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.
(4) A balance sheet for HydroServ Group, L.L.C. was not included as
total assets and liabilities were less than $100,000 at September
30, 1998.
(5) There is only a quarterly and six month income statement for
AllEnergy Marketing Company, L.L.C.(DE) as the company was only
established in the second quarter of 1998.
<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
Date: November 25, 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 and nine months ended
September 30, 1998
1-B New England Electric System Filed Herewith
Consolidated Balance Sheet as of
September 30, 1998
2-A New England Energy, Inc. Income Filed Herewith
Statement for the quarter and
nine months ended September 30, 1998
2-B New England Energy, Inc. Balance Filed Herewith
Sheet as of September 30, 1998
3-A Granite State Energy, Inc. Income Filed Herewith
Statement for the quarter and nine
months ended September 30, 1998
3-B Granite State Energy, Inc. Balance Filed Herewith
Sheet as of September 30, 1998
4-A AllEnergy Marketing Company, L.L.C.(MA) Filed Herewith
Consolidated Income Statement for
the quarter and nine months ended
September 30, 1998
4-B AllEnergy Marketing Company, L.L.C.(MA) Filed Herewith
Consolidated Balance Sheet as of
September 30, 1998
5-A New England Water Heater Co., Inc. Filed Herewith
Income Statement for the quarter and
six months ended September 30, 1998
5-B New England Water Heater Co., Inc. Filed Herewith
Balance Sheet as of September 30, 1998
6-A Weatherwise, USA, L.L.C. Income Filed Herewith
Statement for the quarter and nine
months ended September 30, 1998
6-B Weatherwise USA, L.L.C. Balance Filed Herewith
Sheet as of September 30, 1998
7-A Texas Liquids, L.L.C. Income Filed Herewith
Statement for the quarter and nine
months ended September 30, 1998
7-B Texas Liquids, L.L.C. Balance Filed Herewith
Sheet as of September 30, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ---------- -------------------------------------- --------------
8-A HydroServ, L.L.C. Income Statement Filed Herewith
for quarter and nine months ended
September 30, 1998
9-A AllEnergy Marketing Company, L.L.C.(DE) Filed Herewith
Consolidated Income Statement for the
quarter and six months ended
September 30, 1998
9-B AllEnergy Marketing Company, L.L.C.(DE) Filed Herewith
Consolidated Balance Sheet as of
September 30, 1998
<PAGE>
CERTIFICATE
-----------
A copy of the Form U-9C-3 report for the previous quarter (quarter ended
June 30, 1998) 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: November 25, 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
Periods Ended September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Nine Months
------- -----------
<S> <C> <C>
Operating revenue $630.6 $1,822.1
------ --------
Operating expenses:
Fuel for generation 64.1 227.3
Purchased electric energy 155.9 400.9
Other operation 174.0 477.1
Maintenance 11.9 89.0
Depreciation and amortization 52.5 164.3
Taxes, other than income taxes 36.6 114.0
Income taxes 43.3 103.0
------ --------
Total operating expenses 538.3 1,575.6
------ --------
Operating income 92.3 246.5
Other income:
Equity in income of generating companies 3.4 8.5
Other income (expense) 5.1 5.1
------ --------
Operating and other income 100.8 260.1
------ --------
Interest:
Interest on long-term debt 22.2 71.7
Other interest 9.7 24.8
Allowance for borrowed funds used
during construction (0.5) (1.4)
------ --------
Total interest 31.4 95.1
------ --------
Income after interest 69.4 165.0
Preferred dividends of subsidiaries and net loss
on reacuisition of preferred stock 1.7 2.8
Minority interests 1.5 4.7
------ --------
Net income $ 66.2 $ 157.5
====== ========
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Consolidated Balance Sheet
At September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Utility plant, at original cost $4,098.2
Less accumulated provisions for depreciation and amortization 1,662.3
--------
2,435.9
Construction work in progress 51.0
--------
Net utility plant 2,486.9
--------
Investments:
Nuclear power companies, at equity 48.2
Other subsidiaries, at equity 2.4
Other investments 146.0
--------
Total investments 196.6
--------
Current assets:
Cash 494.3
Accounts receivable, less reserves of $20.3 275.7
Unbilled revenues 76.6
Fuel, materials, and supplies, at average cost 42.1
Prepaid and other current assets 41.1
--------
Total current assets 929.8
--------
Regulatory assets 1,649.7
Deferred charges and other assets 45.7
--------
$5,308.7
========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common share equity:
Common shares, par value $1 per share:
Authorized - 150,000,000 shares
Outstanding - 59,842,597 shares $ 65.0
Paid-in capital 736.7
Retained earnings 1,001.3
Treasury stock - 5,127,055 shares (206.1)
Unrealized gain on securities, net 6.0
--------
Total common share equity 1,602.9
Minority interests in consolidated subsidiaries 40.9
Cumulative preferred stock of subsidiaries 33.9
Long-term debt 1,034.9
--------
Total capitalization 2,712.6
--------
Current liabilities:
Long-term debt due within one year 46.0
Accounts payable 194.7
Accrued taxes 221.8
Accrued interest 12.4
Dividends payable 34.5
Other current liabilities 245.6
--------
Total current liabilities 755.0
--------
Deferred federal and state income taxes 464.6
Unamortized investment tax credits 65.6
Accrued Yankee nuclear plant costs 261.2
Purchased power obligations 863.4
Other reserves and deferred credits 186.3
--------
$5,308.7
========
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND ENERGY INCORPORATED
Statement of Income
Periods Ended September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, Subject to Adjustment)
<CAPTION>
Quarter Nine Months
------- -----------
<S> <C> <C>
Other income/(expense):
Interest expense $ - $(.2)
--- ----
Net loss $ - $(.2)
=== ====
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND ENERGY INCORPORATED
Balance Sheet
At September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, Subject to Adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Temporary cash investments with affiliated companies $ .7
Prepaid expenses .4
Other current assets .4
------
Total current assets $ 1.5
======
LIABILITIES AND PARENT COMPANY'S INVESTMENT
-------------------------------------------
Current liabilities:
Accounts payable $ .2
Accounts payable - associated companies .1
Accrued taxes 3.6
------
Total current liabilities 3.9
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 $ 1.5
======
</TABLE>
<PAGE>
<TABLE>
GRANITE STATE ENERGY, INC.
Statement of Income
(expressed in millions, rounded to hundred thousands of dollars)
Periods Ended September 30, 1998
(Unaudited, subject to adjustment)
<CAPTION>
Nine
Quarter Months
------- ------
<S> <C> <C>
Operating revenue $0.2 $ 0.5
---- -----
Operating expenses:
Purchased electric energy 0.2 0.5
Other - 0.1
---- -----
Net income $ - $(0.1)
==== =====
</TABLE>
<PAGE>
<TABLE>
GRANITE STATE ENERGY, INC.
Balance Sheet
At September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Current assets:
Cash $ 0.2
Customer accounts receivable and unbilled revenue, net 0.1
Other current assets 0.1
-----
Total assets $ 0.4
=====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
-------------------------------------------
Accounts payable $ 0.3
Parent company's investment:
Common stock, par value $1 per share, and
subordinated notes payable to parent 0.4
Accumulated deficit (0.3)
-----
Total parent company's investment 0.1
-----
Total liabilities and parent company's investment $ 0.4
=====
</TABLE>
<PAGE>
<TABLE>
ALLENERGY MARKETING COMPANY, L.L.C. (MA)
Consolidated Income Statement
Periods Ended September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Nine
Quarter Months
------- ------
<S> <C> <C>
Operating revenue $ 25.2 $ 82.8
Cost of sales 24.8 80.4
------ ------
Gross margin 0.4 2.4
------ ------
Selling, general and administrative
Salaries and benefits 2.5 8.7
Selling and marketing 0.8 2.9
Professional fees 0.6 2.6
Office expense 0.7 1.8
Other 0.4 1.1
------ ------
Total selling, general, and administrative 5.0 17.1
------ ------
Operating loss (4.6) (14.7)
Other income (expense) 0.1 0.1
------ ------
Net loss $ (4.5) $(14.6)
====== ======
</TABLE>
<PAGE>
<TABLE>
ALLENERGY MARKETING COMPANY, L.L.C. (MA)
Consolidated Balance Sheet
At September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Assets
------
<S> <C>
Cash $ 5.9
Accounts receivable and unbilled revenue, net
(including $1.3 from affiliates) 14.4
Inventory 8.8
Prepaid expenses 1.2
Note receivable - affiliate 7.4
Other current assets 0.4
------
Total current assets 38.1
Investment in Weatherwise, U.S.A. 0.8
Fixed assets, net 0.9
Goodwill 0.3
Other assets 5.2
------
Total assets $ 45.3
======
Liabilities and Members' Equity
-------------------------------
Accounts payable (including $0.2 to affiliates) $ 4.6
Accrued expenses 7.5
Other current liabilities 2.0
------
Total current liabilities 14.1
Other long-term liabilities 0.3
------
Total liabilities 14.4
Members' equity 30.9
------
Total liabilities and members' equity $ 45.3
======
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND WATER HEATER CO., INC.
Income Statement
Periods Ended September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Six Months
------- ----------
<S> <C> <C>
Revenues $ 1.8 $ 2.5
----- -----
Operating expenses
Cost of sales 0.3 0.5
Depreciation 0.4 0.6
Other operating expenses 0.4 0.6
Taxes 0.3 0.3
----- -----
Total operating expenses 1.4 2.0
----- -----
Net income $ 0.4 $ 0.5
===== =====
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND WATER HEATER CO., INC.
Balance Sheet
At September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, Subject to Adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Current assets
Cash $ 0.3
Accounts receivable and unbilled revenue, less
reserves of $0.1 0.7
Inventory 0.2
Prepaid expenses 0.1
-----
Total current assets 1.3
Fixed assets, net 16.7
-----
Total assets $18.0
=====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
-------------------------------------------
Current liabilities
Accounts payable $ 0.3
Miscellaneous current and accrued liabilities 0.4
Deferred revenue 0.1
-----
Total current liabilities 0.8
Parent company's investment:
Common stock and additional paid in capital 4.3
Subordinated notes payable to parent 12.4
Retained earnings 0.5
-----
Total parent company's investment 17.2
-----
Total liabilities and parent company's investment $18.0
=====
</TABLE>
<PAGE>
<TABLE>
WEATHERWISE USA, LLC
Income Statement
Periods Ended September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Nine
Quarter Months
------- ------
<S> <C> <C>
Revenues $ 0.0 $ 0.2
----- -----
Operating expenses
Selling, general, and administrative 0.6 1.6
Professional fees 0.1 0.3
Depreciation and amortization 0.1 0.3
----- -----
Total operating expenses 0.8 2.2
----- -----
Net loss $(0.8) $(2.0)
===== =====
</TABLE>
<PAGE>
<TABLE>
WEATHERWISE USA, LLC
Balance Sheet
At September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Assets
------
<S> <C>
Cash, including $0.3 of restricted cash $ 0.7
Accounts receivable (including $0.4 from affiliates) 0.5
-----
Total current assets 1.2
Software development costs 1.2
Fixed assets, net 0.3
-----
Total assets $ 2.7
=====
Liabilities and Members' Equity
-------------------------------
Accounts payable and accrued liabilities (including
$0.1 to affiliates) $ 0.3
Members' equity 2.4
-----
Total liabilities and members' equity $ 2.7
=====
</TABLE>
<PAGE>
<TABLE>
TEXAS LIQUIDS, LLC
Income Statement
Periods Ended September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Nine
Quarter Months
------- ------
<S> <C> <C>
Revenues $ 15.9 $ 45.0
Cost of sales 15.6 42.9
------ ------
Gross margin 0.3 2.1
Selling, general, and administrative 0.6 1.8
------ ------
Net income (loss) $ (0.3) $ 0.3
====== ======
</TABLE>
<PAGE>
<TABLE>
TEXAS LIQUIDS, LLC
Balance Sheet
At September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Assets
------
<S> <C>
Accounts receivable and unbilled revenues, net $ 4.4
Inventory 8.2
Prepaid expenses 0.5
-----
Total current assets 13.1
-----
Goodwill 0.3
-----
Total assets $13.4
=====
Liabilities and Members' Equity
-------------------------------
Accounts payable (including $0.6 to affiliates) $ 4.5
Note payable to affiliate 4.3
Other accrued expenses 1.6
-----
Total current liabilities 10.4
Members' equity 2.4
Retained earnings 0.6
-----
Total equity 3.0
-----
Total liabilities and members' equity $13.4
=====
</TABLE>
<PAGE>
<TABLE>
HYDROSERV, L.L.C.
Statement of Loss
Periods Ended September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, Subject to Adjustment)
<CAPTION>
Quarter Nine Months
------- -----------
<S> <C> <C>
Operating expenses $(.1) $(.3)
---- ----
Net loss $(.1) $(.3)
==== ====
</TABLE>
<PAGE>
<TABLE>
ALLENERGY MARKETING COMPANY, L.L.C. (DE)
Income Statement
Periods Ended September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Six Months
------- ----------
<S> <C> <C>
Revenues $20.0 $20.0
Cost of sales 17.6 17.6
----- -----
Gross margin 2.4 2.4
Selling, general, and administrative
Salaries and benefits 1.6 1.6
Selling and marketing 0.1 0.1
Office expense 1.0 1.0
Other 0.3 0.4
----- -----
Total selling, general, and administrative 3.0 3.1
----- -----
Net loss $(0.6) $(0.7)
===== =====
</TABLE>
<PAGE>
<TABLE>
ALLENERGY MARKETING COMPANY, L.L.C. (DE)
Consolidated Balance Sheet
At September 30, 1998
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Assets
------
<S> <C>
Cash $ 0.6
Accounts receivable and unbilled revenue 9.3
Inventory 8.3
Prepaid expenses 0.3
Other current assets 1.9
-----
Total current assets 20.4
Fixed assets, net 4.6
Goodwill 12.3
-----
Total assets $37.3
=====
Liabilities and Members' Equity
-------------------------------
Accounts payable (including $1.3 to affiliates) $ 7.3
Accrued expenses 1.1
Current portion of long-term debt 0.2
Note payable - affiliate 7.4
Other current liabilities 0.3
-----
Total current liabilities 16.3
Long-term debt 0.5
Other non-current liabilities 0.3
-----
Total liabilities 17.1
Members' equity 20.2
-----
Total liabilities and members' equity $37.3
=====
</TABLE>
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