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Previous: NEW ENGLAND ELECTRIC SYSTEM, 35-CERT, 1999-06-01 |
Next: NEW ENGLAND ELECTRIC SYSTEM, 35-CERT, 1999-06-01 |
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, 1999
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive, Westborough, MA 01582
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 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.
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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 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's principal purpose
Co., L.L.C./NEES is to sell energy and provide a range
Energy, Inc./New of energy-related services including,
England Electric but not limited to, marketing,
System (1) 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.
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 March 31, 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'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./ 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.
Note:
(1) Effective January 1, 1999, AllEnergy Marketing Company, L.L.C., a Massachusetts limited liability company merged with
and into AllEnergy Marketing Company, L.L.C., a Delaware limited liability company (AllEnergy DE), which is an affiliated
"energy-related company" within the meaning of Rule 58 of the Act. NEES Energy, Inc., a wholly owned subsidiary of New
England Electric System, is the sole member of AllEnergy DE."
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 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 March 31, 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. $87.5
NEES Energy, Inc. New England Water Heater Co., Inc. (1.0)
AllEnergy Marketing Company, L.L.C. Weatherwise USA, L.L.C. *
*Amount less than $100,000.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 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 Environmental $0.1 (1) $0.1
Service Co. Company, L.L.C. Corp. Acctg. (1) (1) (1) (1)
Human Resources (1) (1)
Sales Planning (1) (1) (1) (1)
Miscellaneous (4) (1) (1) (1) (1)
<FN>
(1) Amounts are below $100,000
(2) Represents 7 types of services totaling less than $100,000 in aggregate.
(3) Represents 10 types of services totaling less than $100,000 in aggregate.
(4) Represents 8 types of services totaling less than $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 March 31, 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
March 31, 1999 $2,685.8 (1) line 1
Total capitalization multiplied by 15 percent 402.9 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 402.9 line 3
Total current aggregate investment:
(categorized by major line of energy-
related business)
Power marketing and other $ 185.0 (2)
Energy software 2.2
-------
Total current aggregate investment $187.2 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) $215.7 line 5
<FN>
(1) Consolidated capitalization includes total common equity, cumulative
preferred stock, long-term debt (including long-term debt due within
one year).
(2) Amount includes adjustment of ($7.9) to the Rule 58 filing for the
quarter ended December 31, 1998 related to investments made prior to the
effective date of Rule 58 which should have been reflected in Item 5
rather than in Item 4 ($7.8), and a return of capital to NEES Global,
Inc. by New England Water Heater Co., Inc.($0.1).
</FN>
</TABLE>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 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
and other $0 $7.8 Investments
made prior
to the
effective
date of
Rule 58
<PAGE>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended March 31, 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-A New England Electric System Consolidated Income Statement for the
quarter ended March 31, 1999
1-B New England Electric System Consolidated Balance Sheet as of
March 31, 1999
2-A New England Energy, Inc. Balance Sheet as of March 31, 1999
3-A Granite State Energy, Inc. Income Statement for the quarter
ended March 31, 1999
3-B Granite State Energy, Inc. Balance Sheet as of March 31, 1999
4-A New England Water Heater Co., Inc. Income Statement for the
quarter ended March 31, 1999
4-B New England Water Heater Co., Inc. Balance Sheet as of
March 31, 1999
5-A Weatherwise USA, L.L.C. Income Statement for the quarter ended
March 31, 1999
5-B Weatherwise USA, L.L.C. Balance Sheet as of March 31, 1999
6-A NEXUS Energy Software, Inc. Income Statement for the quarter
ended March 31, 1999
6-B NEXUS Energy Software, Inc. Balance Sheet as of March 31, 1999
7-A Texas Liquids, L.L.C. Income Statement for the quarter ended
March 31, 1999
7-B Texas Liquids, L.L.C. Balance Sheet as of March 31, 1999
8-A AEDR Fuels, L.L.C. Balance Sheet as of March 31, 1999
9-A AllEnergy Marketing Company, L.L.C. Consolidated Income
Statement for the quarter ended March 31, 1999
9-B AllEnergy Marketing Company, L.L.C. Consolidated Balance
Sheet as of March 31, 1999
(C) Notes
(1) Financial statements for Separation Technologies, Inc. were not
available as of the filing date.
(2) New England Energy, Inc. and AEDR Fuels, L.L.C. Income Statement
actuals are less than $100,000 and are therefore not reported.
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: June 1, 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 Statement for the
quarter ended March 31, 1999
1-B New England Electric System Filed Herewith
Consolidated Balance Sheet as of
March 31, 1999
2-A New England Energy, Inc. Balance Filed Herewith
Sheet as of March 31, 1999
3-A Granite State Energy, Inc. Income Filed Herewith
Statement for the quarter ended
March 31, 1999
3-B Granite State Energy, Inc. Balance Filed Herewith
Sheet as of March 31, 1999
4-A New England Water Heater Co., Inc. Filed Herewith
Income Statement for the quarter
ended March 31, 1999
4-B New England Water Heater Co., Inc. Filed Herewith
Balance Sheet as of March 31, 1999
5-A Weatherwise, USA, L.L.C. Income Filed Herewith
Statement for the quarter ended
March 31, 1999
5-B Weatherwise USA, L.L.C. Balance Filed Herewith
Sheet as of March 31, 1999
6-A NEXUS Energy Software, Inc. Income Filed Herewith
Statement for the quarter ended
March 31, 1999
6-B NEXUS Energy Software, Inc. Balance Filed Herewith
Sheet as of March 31, 1999
7-A Texas Liquids, L.L.C. Income Filed Herewith
Statement for the quarter ended
March 31, 1999
7-B Texas Liquids, L.L.C. Balance Filed Herewith
Sheet as of March 31, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ---------- -------------------------------------- --------------
8-A AEDR Fuels, L.L.C. Balance Sheet as of Filed Herewith
March 31, 1999
9-A AllEnergy Marketing Company, L.L.C. Filed Herewith
Consolidated Income Statement for the
quarter ended March 31, 1999
9-B AllEnergy Marketing Company, L.L.C. Filed Herewith
Consolidated Balance Sheet as of
March 31, 1999
CERTIFICATE
-----------
A copy of the Form U-9C-3 report for the previous quarter (quarter ended
December 31, 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:
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, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Operating revenue $657.5
------
Operating expenses:
Fuel for generation 3.1
Purchased electric energy 250.8
Cost of sales AllEnergy 88.8
Other operation 111.3
Maintenance 17.0
Depreciation and amortization 69.7
Taxes, other than income taxes 28.5
Income taxes 29.1
------
Total operating expenses 598.3
------
Operating income 59.2
Other income:
Allowance for equity funds used during construction 0.6
Equity in income of generating companies 0.5
Other income (expense), net 4.7
------
Operating and other income 65.0
------
Interest:
Interest on long-term debt 17.3
Other interest 2.2
Allowance for borrowed funds used during construction (0.3)
------
Total interest 19.2
------
Income after interest 45.8
Preferred dividends and net gain/loss
on reacuisition of preferred stock of subsidiaries 0.2
Minority interests 1.4
------
Net income $ 44.2
======
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Consolidated Balance Sheet
At March 31, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Utility plant, at original cost $4,144.8
Less accumulated provisions for depreciation and amortization 1,717.5
--------
2,427.3
Construction work in progress 68.5
--------
Net utility plant 2,495.8
--------
Investments:
Nuclear power companies, at equity 47.3
Other subsidiaries, at equity 2.1
Non-utility property and other investments 188.9
--------
Total investments 238.3
--------
Current assets:
Cash 62.9
Marketable securities 93.9
Accounts receivable, less reserves of $19.7 299.7
Unbilled revenues 67.2
Fuel, materials, and supplies, at average cost 33.7
Prepaid and other current assets 23.0
--------
Total current assets 580.4
--------
Regulatory assets 1,512.9
Goodwill, net of amortization 92.6
Deferred charges and other assets 31.5
--------
$4,951.5
========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common share equity:
Common shares, par value $1 per share:
Authorized - 150,000,000 shares
Issued - 64,969,652 shares
Outstanding - 59,123,792 shares $ 65.0
Paid-in capital 736.7
Retained earnings 1,008.1
Treasury stock - 5,845,860 shares (240.0)
Accumulated other comprehensive income, net 7.4
--------
Total common share equity 1,577.2
Minority interests in consolidated subsidiaries 39.0
Cumulative preferred stock of subsidiaries 19.5
Long-term debt 1,046.8
--------
Total capitalization 2,682.5
--------
Current liabilities:
Long-term debt due within one year 42.3
Accounts payable 183.3
Accrued taxes 21.4
Accrued interest 15.6
Dividends payable 32.0
Other current liabilities 125.2
--------
Total current liabilities 419.8
--------
Deferred federal and state income taxes 466.6
Unamortized investment tax credits 60.3
Accrued Yankee nuclear plant costs 232.8
Purchased power obligations 795.8
Other reserves and deferred credits 293.7
--------
$4,951.5
========
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND ENERGY INCORPORATED
Balance Sheet
At March 31, 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 $ 0.5
Prepaid expenses 0.4
Other current assets 0.2
-----
Total current assets 1.1
-----
Total assets $ 1.1
=====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
-------------------------------------------
Current liabilities:
Accounts payable $ 0.3
Accounts payable - associated companies 0.2
Accrued taxes 2.2
Miscellaneous current and accrued liabilities 0.7
-----
Total current liabilities 3.4
-----
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 26.2
-----
Total parent company's investment (2.3)
-----
Total liabilities and parent company's investment $ 1.1
=====
</TABLE>
<PAGE>
<TABLE>
GRANITE STATE ENERGY, INC.
Statement of Income
(expressed in millions, rounded to hundred thousands of dollars)
Period Ended March 31, 1999
(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, 1999
(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
-----
Total assets $ 0.3
=====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
-------------------------------------------
Accounts payable $ 0.2
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 $ 0.3
=====
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND WATER HEATER CO., INC.
Statement of Income
Period Ended March 31, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Revenues $2.5
----
Operating expenses
Cost of sales 0.6
Other operation 0.4
Depreciation 0.6
Taxes 0.4
----
Total operating expenses 2.0
----
Net income $0.5
====
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND WATER HEATER CO., INC.
Balance Sheet
At March 31, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, Subject to Adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Current assets
Cash $ 0.4
Accounts receivable and unbilled revenue, less
reserves of $0.2 0.8
Inventory 0.2
Prepaid expenses 0.1
-----
Total current assets 1.5
-----
Fixed assets, net 16.3
-----
Total assets $17.8
=====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
-------------------------------------------
Current liabilities
Accounts payable $ 0.2
Miscellaneous current and accrued liabilities 0.9
Deferred revenue 0.2
-----
Total current liabilities 1.3
-----
Deferred federal and state income taxes 0.4
Parent company's investment:
Subordinated notes payable to parent 10.6
Common stock and additional paid in capital 4.3
Retained earnings 1.2
-----
Total parent company's investment 16.1
-----
Total liabilities and parent company's investment $17.8
=====
</TABLE>
<PAGE>
<TABLE>
WEATHERWISE USA, LLC
Statement of Income
Period Ended March 31, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Revenues $ 0.8
-----
Operating expenses
Selling, general, and administrative 0.6
Professional fees 0.1
Depreciation and amortization 0.2
-----
Total operating expenses 0.9
-----
Net loss $(0.1)
=====
</TABLE>
<PAGE>
<TABLE>
WEATHERWISE USA, LLC
Balance Sheet
At March 31, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Assets
------
<S> <C>
Cash $1.1
Accounts receivable 0.9
----
Total current assets 2.0
----
Fixed assets, net 1.7
----
Total assets $3.7
====
Liabilities and Members' Equity
-------------------------------
Accounts payable and accrued liabilities $0.4
Members' equity 3.3
----
Total liabilities and members' equity $3.7
====
</TABLE>
<PAGE>
<TABLE>
NEXUS ENERGY SOFTWARE, INC.
Statement of Income
Period Ended March 31, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Operating revenue $1.3
Cost of sales 0.3
----
Gross margin 1.0
----
Salaries and benefits 0.6
Selling and marketing 0.1
Professional fees 0.1
Miscellaneous general and administrative 0.1
----
Total operating expenses 0.9
----
Operating income 0.1
----
Other income (expense) (0.1)
----
Net income (loss) $ -
====
</TABLE>
<PAGE>
<TABLE>
NEXUS ENERGY SOFTWARE, INC.
Consolidated Balance Sheet
At March 31, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Assets
------
<S> <C>
Cash $1.0
Accounts receivable, net (including $0.2 from affiliates) 1.2
----
Total current assets 2.2
----
Fixed assets, net 0.2
Goodwill 0.4
----
Total assets $2.8
====
Liabilities and Equity
----------------------
Accounts payable (including $0.2 to affiliates) $0.3
Accrued expenses 0.2
Other current liabilities 1.0
----
Total current liabilities 1.5
----
Other long-term liabilities 0.2
----
Total liabilities 1.7
----
Equity 1.1
----
Total liabilities and equity $2.8
====
</TABLE>
<PAGE>
<TABLE>
TEXAS LIQUIDS, LLC
Statement of Income
Period Ended March 31, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Revenues $29.6
Cost of sales 28.0
-----
Gross margin 1.6
-----
Selling, general, and administrative 0.7
-----
Net income (loss) $ 0.9
=====
</TABLE>
<PAGE>
<TABLE>
TEXAS LIQUIDS, LLC
Balance Sheet
At March 31, 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 8.3
Inventory 2.9
Prepaid expenses 0.4
-----
Total current assets 11.4
-----
Fixed assets, net 0.1
Goodwill, net of amortization 0.2
-----
Total assets $11.7
=====
Liabilities and Members' Equity
-------------------------------
Accounts payable (including $2.1 to affiliates) $ 7.1
Note payable to affiliate 0.1
Other current liabilities 0.4
Deferred revenue 0.2
-----
Total current liabilities 7.8
- -----
Members' equity 2.4
Retained earnings 1.5
-----
Total equity 3.9
-----
Total liabilities and members' equity $11.7
=====
</TABLE>
<PAGE>
<TABLE>
AEDR FUELS, L.L.C.
Balance Sheet
At March 31, 1999
(expressed in million, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Fixed assets, net $0.1
Other assets 0.1
----
Total assets $0.2
====
Liabilities and Net Worth
-------------------------
Long-term liabilities $0.2
----
Total liabilities and net worth $0.2
====
</TABLE>
<PAGE>
<TABLE>
ALLENERGY MARKETING COMPANY, L.L.C.
Statement of Consolidated Income
Period Ended March 31, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter
-------
<S> <C>
Revenues $101.5
Cost of sales 88.8
------
Gross margin 12.7
------
Selling, general, and administrative:
Salaries and benefits 6.7
Selling and marketing 0.6
Office expense 2.6
Depreciation and amortization 1.5
Other 1.0
------
Total selling, general, and administrative 12.4
------
Other income 0.1
------
Net loss $ 0.4
======
</TABLE>
<PAGE>
<TABLE>
ALLENERGY MARKETING COMPANY, L.L.C.
Consolidated Balance Sheet
At March 31, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Assets
------
<S> <C>
Cash $ 6.9
Accounts receivable and unbilled revenue 54.2
Inventory 8.4
Prepaid expenses 2.7
Other current assets 8.0
------
Total current assets 80.2
------
Fixed assets, net 11.7
Goodwill 92.6
Investment in affiliates 0.8
Other assets 3.0
------
Total assets $188.3
======
Liabilities and Members' Equity
-------------------------------
Accounts payable (including $0.2 to affiliates) $ 15.4
Accrued expenses 14.7
Current portion of long-term debt 0.3
Other current liabilities 6.3
------
Total current liabilities 36.7
------
Long-term debt 0.8
Other non-current liabilities 7.3
------
Total liabilities 44.8
------
Subordinated note payable 129.5
Members' equity 54.0
Retained earnings (40.0)
------
Total liabilities and members' equity $188.3
======
</TABLE>
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