<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, 1999
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive, Westborough, MA 01582
<PAGE><TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 1999
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. (NEEI)
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 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, Inc. provides a
Inc./New England range of energy and related services
Electric System including, but not limited to, sales
of
energy, audits, power quality, fuel
supply, repair, maintenance,
construction, design, engineering, and
consulting.
</TABLE>
<PAGE><TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 1999
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
AllEnergy Marketing Co., L.L.C.'s
Co., L.L.C./NEES principal purpose is to
sell energy and
Energy, Inc./New provide a range of
energy-related
England Electric services including, but not
limited to,
System marketing, brokering and sales of
energy, audits, fuel supply, repair,
maintenance, construction, operation,
design, engineering, and consulting.
This company is a Delaware limited
liability company.
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. On September
19, 1999,
System New England Water Heater Co., Inc.
sold
substantially all of its assets to
Duperey Investments, Inc., an
unaffiliated company.
AllEnergy Fuels Energy 03/27/98 DE 100 AllEnergy
Fuels Corp.'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, 1999
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./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, Inc.'s purpose is Software, Inc./ to
develop, implement, produce, market,
NEES Global, and sell software for application in the
Inc./ New England energy conservation industry.
Electric System
Weatherwise USA L.L.C./ Energy 10/10/96 DE 4.2 Weatherwise
USA L.L.C.'s purpose is to be
AllEnergy Marketing an energy-related company to
provide
Company, L.L.C./ 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.
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./ L.L.C. 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.
Texas-Ohio Gas, Inc./ Energy 08/12/87 TX 100 Texas-Ohio
Gas, Inc.'s purpose is to
AllEnergy Marketing sell energy and provide a range
of
Company, L.L.C./NEES energy-related services
including, but
Energy, Inc./ New England not limited to, marketing,
brokering and
Electric System sales of energy, and fuel supply.
</TABLE>
<PAGE><TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 1999
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, 1999 (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. $21.9
NEES Global, Inc. New England Water Heater Co., Inc.
(16.4) (1)
Note: (1) Reflects paydown of notes payable to NEES Global, Inc., return
of all retained earnings, and return
of a portion of additional paid in capital.
</TABLE>
<PAGE><TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 1999
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 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 Corp.
Actg. (1) (1) (1) (1)
Service Co. Company, L.L.C. Sales
Planning (1) (1) (1) (1)
Miscellaneous (4)
(1) (1) (1) (1)
<FN>
(1) Amounts are below $100,000
(2) Represents 3 types of services totaling less than $100,000 in
aggregate.
(3) Represents 5 types of services totaling less than $100,000 in
aggregate.
(4) Represents 6 types of services totaling less than $100,000 in
aggregate.
(5)The customer service portion of the service agreement between Granite State
Energy, Inc. 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, 1999
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, 1999 $2,695.1 (1) line 1
Total capitalization multiplied by 15 percent 404.3 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 404.3 line 3
Total current aggregate investment:
(categorized by major line of energy-
related business)
Power marketing and other $181.1
Energy software 2.2
------
Total current aggregate investment $183.3 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
(line 3 less line 4) $221.0 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.
</FN>
</TABLE>
<PAGE>NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 1999
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
- ----------------- ------------------ ---------------- ----------
Power Marketing $7.8 $0 Investments
and Other made prior to
the effective
date of Rule 58
<PAGE>NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended September 30, 1999
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-ANew England Electric System Consolidated Income Statements for the
quarter and nine months ended September 30, 1999
1-BNew England Electric System Consolidated Balance Sheet as of
September 30, 1999
2-A New England Energy, Inc. Income Statements for the quarter and
nine months ended September 30, 1999
2-BNew England Energy, Inc. Balance Sheet as of September 30, 1999
3-AGranite State Energy, Inc. Income Statements for the quarter and nine
months ended September 30, 1999
3-BGranite State Energy, Inc. Balance Sheet as of September 30, 1999
4-A New England Water Heater Co., Inc. Income Statements for the
quarter-to-date and year-to-date periods ended September 19, 1999
4-B New England Water Heater Co., Inc. Balance Sheet as of
September 30, 1999
5-ATexas Liquids, L.L.C. Income Statements for the quarter and nine
months ended September 30, 1999
5-BTexas Liquids, L.L.C. Balance Sheet as of September 30, 1999
6-AAEDR Fuels, L.L.C. Income Statements for the quarter and nine months
ended September 30, 1999
6-B AEDR Fuels, L.L.C. Balance Sheet as of September 30, 1999
7-A AllEnergy Marketing Company, L.L.C. Consolidated Income
Statements for the quarter and nine months ended
September 30, 1999
7-B AllEnergy Marketing Company, L.L.C. Consolidated Balance
Sheet as of September 30, 1999
8-A Texas-Ohio Gas, Inc. Income Statements for the quarter and
nine months ended September 30, 1999
8-B Texas-Ohio Gas, Inc. Balance Sheet as of September 30, 1999
9-A NEXUS Energy Software, Inc. Income Statements for the quarter
and nine months ended September 30, 1999.
9-B NEXUS Energy Software, Inc. Balance Sheet as of
September 30, 1999
Note
(1)Financial statements for Separation Technologies, Inc. and Weatherwise USA
L.L.C. are not available as of the filing date.
<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 29, 1999
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 Statements for the
quarter and nine months ended
September 30, 1999
1-B New England Electric System Consolidated Filed Herewith
Balance Sheet as of September 30, 1999
2-A New England Energy, Inc. Income Statements Filed Herewith
for the quarter and nine months ended
September 30, 1999
2-B New England Energy, Inc. Balance Filed Herewith
Sheet as of September 30, 1999
3-A Granite State Energy, Inc. Income Filed Herewith
Statements for the quarter and nine
months ended September 30, 1999
3-B Granite State Energy, Inc. Balance Filed Herewith
Sheet as of September 30, 1999
4-A New England Water Heater Co., Inc. Filed Herewith
Income Statements for the quarter-to-
date and year-to-date periods ended
September 19, 1999
4-B New England Water Heater Co., Inc. Filed Herewith
Balance Sheet as of September 30, 1999
5-ATexas Liquids, L.L.C. Income Filed Herewith
Statements for the quarter and nine
months ended September 30, 1999
5-BTexas Liquids, L.L.C. Balance Filed Herewith
Sheet as of September 30, 1999
6-AAEDR Fuels, L.L.C. Income Statements Filed Herewith
for the quarter and nine months ended
September 30, 1999
6-B AEDR Fuels, L.L.C. Balance Sheet as of Filed Herewith
September 30, 1999
7-A AllEnergy Marketing Company, L.L.C. Filed Herewith
Consolidated Income Statements for
the quarter and nine months ended
September 30, 1999
7-B AllEnergy Marketing Company, L.L.C. Filed Herewith
Consolidated Balance Sheet as of
September 30, 1999
<PAGE>
8-A Texas-Ohio Gas, Inc. Income Statements Filed Herewith
for the quarter and nine months ended
September 30, 1999
8-B Texas-Ohio Gas, Inc. Balance Sheet as Filed Herewith
of September 30, 1999
9-A NEXUS Energy Software, Inc. Income Filed Herewith
Statements for the quarter and nine
months ended September 30, 1999
9-B NEXUS Energy Software, Inc. Balance Filed Herewith
Sheet as of September 30, 1999
Note
(1) Financial Statements for Separation Technologies, Inc.
and Weatherwise USA L.L.C. are not available as of the
filing date.
<PAGE>
CERTIFICATE
- -----------
A copy of the Form U-9C-3 report for the previous quarter (quarter ended
June 30, 1999) 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 Telecommunications and Energy
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 29, 1999
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
Statements of Consolidated Income
Periods Ended September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Nine months
------- -----------
<S> <C> <C>
Operating revenue $662.2 $1,915.0
------ --------
Operating expenses:
Fuel for generation 3.8 9.1
Purchased electric energy 255.5 737.0
Cost of sales AllEnergy 97.3 257.7
Other operation 117.8 354.5
Maintenance 20.8 61.4
Depreciation and amortization 51.7 172.7
Taxes, other than income taxes 26.4 80.4
Income taxes 29.3 78.4
------ --------
Total operating expenses 602.6 1,751.2
------ --------
Operating income 59.6 163.8
Other income:
Allowance for equity funds used during construction 0.4 1.5
Equity in income of generating companies 1.0 2.5
Other income (expense), net 7.2 13.9
------ --------
Operating and other income 68.2 181.7
------ --------
Interest:
Interest on long-term debt 17.2 51.8
Other interest 5.0 9.4
Allowance for borrowed funds used during construction (0.3)
(0.9)
------ --------
Total interest 21.9 60.3
------ --------
Income after interest 46.3 121.4
Preferred dividends and net gain/loss on
reacquisition of preferred stock of subsidiaries 0.3 0.8
Minority interests 1.4 4.3
------ --------
Net income $ 44.6 $ 116.3
====== ========
</TABLE>
<PAGE><TABLE>
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Consolidated Balance Sheet
At September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
- ------
<S> <C>
Utility plant, at original cost $4,234.7
Less accumulated provisions for depreciation and amortization 1,762.3
--------
2,472.4
Construction work in progress 41.8
--------
Net utility plant 2,514.2
--------
Investments:
Nuclear power companies, at equity 46.6
Other subsidiaries, at equity 2.4
Non-utility property and other investments 187.6
--------
Total investments 236.6
--------
Current assets:
Cash 201.0
Accounts receivable, less reserves of $21.0 266.8
Unbilled revenues 85.3
Fuel, materials, and supplies, at average cost 38.8
Prepaid and other current assets 30.4
--------
Total current assets 622.3
--------
Regulatory assets 1,380.7
Goodwill, net of amortization 109.3
Deferred charges and other assets 36.9
--------
$4,900.0
========
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common share equity:
Common shares, par value $1 per share:
Authorized - 150,000,000 shares
Issued - 64,969,652 shares $ 65.0
Paid-in capital 736.7
Retained earnings 1,010.5
Treasury stock - 5,852,851 shares (240.5)
Accumulated other comprehensive income, net 6.6
--------
Total common share equity 1,578.3
Minority interests in consolidated subsidiaries 39.3
Cumulative preferred stock of subsidiaries 19.5
Long-term debt 1,009.5
--------
Total capitalization 2,646.6
--------
Current liabilities:
Long-term debt due within one year 49.3
Short-term debt 38.5
Accounts payable 185.3
Accrued taxes 11.9
Accrued interest 13.4
Dividends payable 30.1
Other current liabilities 155.0
--------
Total current liabilities 483.5
--------
Deferred federal and state income taxes 449.7
Unamortized investment tax credits 55.5
Accrued Yankee nuclear plant costs 211.8
Purchased power obligations 740.1
Other reserves and deferred credits 312.8
--------
$4,900.0
========
</TABLE>
<PAGE><TABLE>
NEW ENGLAND ENERGY INCORPORATED
Statements of Income
(expressed in millions, rounded to hundred thousands of dollars)
Periods Ended September 30, 1999
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Nine Months
------- -----------
<S> <C> <C>
Operating revenue $0.0 $0.0
---- ----
Operating expenses:
Income taxes (0.4) (0.4)
---- ----
Total operating expenses (0.4) (0.4)
---- ----
Net income $0.4 $0.4
==== ====
</TABLE>
<PAGE><TABLE>
NEW ENGLAND ENERGY INCORPORATED
Balance Sheet
At September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, Subject to Adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Current assets:
Temporary cash investment with affiliated company $ 4.8
Prepaid expenses 0.3
Other current assets 0.1
-----
Total current assets 5.2
-----
Total assets $ 5.2
=====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------
Current liabilities:
Accounts payable (including $0.1 to affiliates) $ 0.4
Accrued taxes 6.1
Miscellaneous current and accrued liabilities 0.6
-----
Total current liabilities 7.1
-----
Parent company's investment:
Subordinated notes payable to parent 23.6
Common stock, par value $1 per share, and
other paid-in capital 0.3
Accumulated deficit (25.8)
-----
Total parent company's investment (1.9)
-----
Total liabilities and parent company's investment $
5.2
=====
</TABLE>
<PAGE><TABLE>
GRANITE STATE ENERGY, INC.
Statements of Income
(expressed in millions, rounded to hundred thousands of dollars)
Periods Ended September 30, 1999
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Nine Months
------- -----------
<S> <C> <C>
Operating revenue $0.2 $0.6
---- ----
Operating expenses:
Purchased electric energy 0.2 0.5
Other operation - 0.1
---- ----
Total operating expenses 0.2 0.6
---- ----
Net income $ - $ -
==== ====
</TABLE>
<PAGE><TABLE>
GRANITE STATE ENERGY, INC.
Balance Sheet
At September 30, 1999
(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, net 0.1
-----
Total assets $ 0.2
=====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------
Accounts payable $ 0.1
Parent company's investment:
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
$ 0.2
=====
</TABLE>
<PAGE><TABLE>
NEW ENGLAND WATER HEATER CO., INC.
Statements of Income
Periods Ended September 19, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter-to-date Year-to-date
--------------- -----------
<S> <C> <C>
Income
Revenues $2.0 $ 6.8
Gain on sale of assets of New England
Water Heater Co., Inc. 3.4 3.4
---- -----
Total income 5.4 10.2
---- -----
Operating expenses
Cost of sales 0.5 1.7
Other operation 0.5 1.6
Depreciation 0.5 1.6
Taxes 2.4 3.1
---- -----
Total operating expenses 3.9 8.0
---- -----
Net income $1.5 $ 2.2
==== =====
</TABLE>
<PAGE><TABLE>
NEW ENGLAND WATER HEATER CO., INC.
Balance Sheet
At September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
- ------
<S> <C>
Cash $0.3
Notes receivable 4.0
----
Total assets $4.3
====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------
Accrued taxes $3.7
Common stock and additional paid in capital 0.6
----
Total liabilities and parent company's investment $4.3
====
</TABLE>
<PAGE><TABLE>
TEXAS LIQUIDS, L.L.C.
Statements of Income
Periods Ended September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Nine Months
------- -----------
<S> <C> <C>
Revenues $32.2 $86.3
Cost of sales 30.6 81.8
----- -----
Gross margin 1.6 4.5
----- -----
Selling, general, and administrative 0.9 2.3
----- -----
Net income $ 0.7 $ 2.2
===== =====
</TABLE>
<PAGE><TABLE>
TEXAS LIQUIDS, L.L.C.
Balance Sheet
At September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
- ------
<S> <C>
Cash $ 0.2
Accounts receivable and unbilled revenues, net 7.2
Inventory 5.4
Prepaid expenses 0.2
Other current assets 0.2
-----
Total current assets 13.2
-----
Fixed assets, net 0.1
Goodwill, net of amortization 0.2
-----
Total assets $13.5
=====
LIABILITIES AND MEMBERS' EQUITY
- -------------------------------
Accounts payable (including $0.1 to affiliates) $ 4.2
Note payable to affiliate 3.3
Other current liabilities 0.2
Deferred revenue 0.6
-----
Total current liabilities 8.3
-----
Members' equity 2.4
Retained earnings 2.8
-----
Total equity 5.2
-----
Total liabilities and members' equity $13.5
=====
</TABLE>
<PAGE><TABLE>
AEDR FUELS, L.L.C.
Statements of Income
Periods Ended September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Nine Months
------- -----------
<S> <C> <C>
Revenues $ - $ -
Cost of sales - -
----- -----
Gross margin $ - $ -
----- -----
Selling, general, and administrative 0.2 0.4
----- -----
Net income (loss) $(0.2) $(0.4)
===== =====
</TABLE>
<PAGE><TABLE>
AEDR FUELS, L.L.C.
Balance Sheet
At September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
- ------
<S> <C>
Current assets $ 0.1
Fixed assets, net 0.2
Other assets 0.1
-----
Total assets $ 0.4
=====
LIABILITIES AND MEMBERS' EQUITY
- -------------------------------
Long-term liabilities $ 0.8
Retained earnings (0.4)
-----
Total liabilities and members' equity $ 0.4
=====
</TABLE>
<PAGE>TABLE>
ALLENERGY MARKETING COMPANY, L.L.C.
Statements of Consolidated Income
Periods Ended September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
[CAPTION]
Quarter Nine Months
------- -----------
[S] [C] [C]
Revenues $105.6 $290.0
Cost of sales 97.3 257.7
----- ------
Gross margin 8.3 32.3
----- ------
Selling, general, and administrative:
Salaries and benefits 8.5 23.0
Selling and marketing 0.6 1.9
Office expense 2.8 8.4
Depreciation and amortization 2.7 6.4
Other 1.6 3.7
----- ------
Total selling, general,
and administrative 16.2 43.4
----- ------
Other income 0.2 0.4
----- ------
Pre-tax net income (loss) $(7.7) $(10.7)
===== ======
[/TABLE]
<PAGE><TABLE>
ALLENERGY MARKETING COMPANY, L.L.C.
Consolidated Balance Sheet
At September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
- ------
<S> <C>
Cash $ 3.7
Accounts receivable and unbilled revenue, net 41.7
Inventory 14.4
Prepaid expenses 1.8
Other current assets 2.0
------
Total current assets 63.6
------
Fixed assets, net 11.7
Goodwill, net of amortization 109.3
Investment in affiliates 0.9
Other assets 4.5
------
Total assets $190.0
======
LIABILITIES AND MEMBER'S EQUITY
- -------------------------------
Accounts payable $ 8.4
Accrued expenses 19.2
Current portion of long-term debt 0.4
Other current liabilities 8.8
------
Total current liabilities 36.8
------
Long-term debt 0.5
Other non-current liabilities 7.3
------
Total liabilities 44.6
------
Subordinated note payable 142.4
Member's equity 54.0
Retained earnings (51.0)
------
Total equity 145.4
------
Total liabilities and member's equity $190.0
======
</TABLE>
<PAGE><TABLE>
TEXAS-OHIO GAS, INC.
Statements of Income
Periods Ended September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Nine Months
------- -----------
<S> <C> <C>
Revenues $12.5 $12.5
Cost of sales 11.3 11.3
----- -----
Gross margin 1.2 1.2
----- -----
Selling, general, and administrative 0.3 0.3
----- -----
Net income $ 0.9 $ 0.9
===== =====
</TABLE>
<PAGE><TABLE>
TEXAS-OHIO GAS, INC.
Consolidated Balance Sheet
At September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
- ------
<S> <C>
Cash $ 2.6
Accounts receivable and unbilled revenue, net 10.0
Inventory 0.3
-----
Total current assets 12.9
-----
Goodwill, net of amortization 15.0
-----
Total assets $27.9
=====
LIABILITIES AND OWNER'S EQUITY
- -------------------------------
Accounts payable to affiliate $ 8.2
Accrued expenses 4.7
Other current liabilities 0.1
-----
Total current liabilities 13.0
-----
Owner's equity 14.0
Retained earnings 0.9
-----
Total equity 14.9
-----
Total liabilities and owner's equity $27.9
=====
</TABLE>
<PAGE><TABLE>
NEXUS ENERGY SOFTWARE, INC.
Statements of Income
Periods Ended September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Nine Months
------- -----------
<S> <C> <C>
Operating revenue $ 1.5 $ 3.8
Cost of sales 0.7 1.3
----- -----
Gross margin 0.8 2.5
----- -----
Salaries and benefits 0.2 1.3
Selling and marketing 0.3 0.5
Professional fees - 0.1
Miscellaneous general and administrative 0.4 0.8
----- -----
Total operating expenses 0.9 2.7
----- -----
Operating income (0.1) (0.2)
----- -----
Other income (expense) - (0.1)
----- -----
Net income (loss) $(0.1) $(0.3)
===== =====
</TABLE>
<PAGE><TABLE>
NEXUS ENERGY SOFTWARE, INC.
Consolidated Balance Sheet
At September 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
- ------
<S> <C>
Cash $0.4
Accounts receivable, net 1.3
----
Total current assets 1.7
----
Fixed assets, net 0.3
----
Total assets $2.0
====
LIABILITIES AND EQUITY
- ----------------------
Accounts payable $0.2
Accrued expenses 0.1
Other current liabilities 1.1
----
Total current liabilities 1.4
----
Other long-term liabilities 0.2
----
Total liabilities 1.6
----
Equity 0.4
----
Total liabilities and equity $2.0
====
</TABLE>
