<PAGE>
File Nos. 70-7950/70-8555
CERTIFICATE OF NOTIFICATION
(Rule 24)
SECURITIES AND EXCHANGE COMMISSION
BY
NEES GLOBAL, INC. (NG)
(Formerly NEES GLOBAL TRANSMISSION, INC. (NGT))
In accordance with the orders of the Securities and Exchange Commission
dated September 4, 1992 and May 15, 1995, the following is a report for the
first quarter of 1999:
1. Effective May 1, 1998, NGT changed its name to NEES Global, Inc.
(NG). NG is a Massachusetts corporation which was formed in
January 1992. NG was not capitalized until October 13, 1992, when
one thousand shares of NG common stock were issued to New England
Electric System (NEES).
On June 25, 1998, New England Water Heater Co., Inc. (NEWH), an
energy-related company, became a wholly-owned subsidiary of NG in
accordance with Rule 58 of the Act. The company's financial
statements are consolidated with NG. In the third quarter of 1998,
NEWH purchased at net book value all rental water heaters from its
affiliates, Massachusetts Electric Company and The Narragansett
Electric Company.
NG is a party to an agreement with a company located in
Pennsylvania to provide ongoing work as a subcontractor for
electric meter retrofit services. The work took place in
Massachusetts. No revenue was recognized in the first quarter of
1999.
NG entered into agreements with companies located in Canada, Japan,
Massachusetts, Missouri, New Jersey, New York, Virginia, and
Wisconsin to provide consulting services. A total of $188,000 in
revenue was recognized in the first quarter of 1999.
Until January 1, 1999, NG maintained a one percent interest in
AllEnergy Marketing Co., L.L.C., a Massachusetts limited liability
company (AllEnergy MA), an affiliated "energy-related company"
within the meaning of Rule 58 of the Act. Effective January 1,
1999, AllEnergy MA merged with and into AllEnergy Marketing
Company, L.L.C., a Delaware limited liability company (AllEnergy
DE), 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.
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2. As of March 31, 1999, NEES had purchased 1,000 shares of NG common
stock and had made subordinated loans and other paid-in capital
contributions to NG totaling $25,676,000 and $4,353,000,
respectively.
3. As of March 31, 1999, NG employed no permanent personnel. However,
during the three-month period ending March 31, 1999, 70 employees
of associated companies of NEES billed portions of their time to
NG.
4. As of March 31, 1999, NG had not purchased or received from
associated companies of NEES any intellectual property.
5. During the three-month period ended March 31, 1999, NG received
legal, financial, and other administrative services from New
England Power Service Company, amounting to $169,000.
6. Attached in Exhibits A through C are the consolidated financial
statements of NG. These statements include a balance sheet, income
statement, and statement of cash flows. All significant
intercompany transactions have been eliminated.
In May 1995, NG invested $1,000,000 in Separation Technologies,
Inc. (STI). This investment is in the form of 153,846 shares of 6%
cumulative convertible preferred stock. NG also provides
maintenance services for STI equipment on an as needed basis, for
which no revenue was recognized in the first quarter of 1999.
In August 1997, NG invested $1,400,000 in Nexus Energy Software,
Inc. in the form of 1,000,000 shares of Series A Preferred Stock.
An additional investment of $750,000 was made in October 1998 in
the form of 300,000 shares of Series B Preferred Stock.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this certificate of
notification (Commission's File Nos. 70-7950 and 70-8555) to be signed on its
behalf by the undersigned officer thereunto duly authorized.
NEES GLOBAL, INC.
s/ John G. Cochrane
By: _________________________________
John G. Cochrane
Treasurer
Date: June 1, 1999
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A Balance Sheet at March 31, 1999 Filed
(Unaudited, subject to adjustment) herewith
B Statement of Income and Filed
Accumulated Deficit for the twelve herewith
months ended March 31, 1999
(Unaudited, subject to adjustment)
C Statement of Cash Flows Filed
for the twelve months ended herewith
March 31, 1999
(Unaudited, subject to adjustment)
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Exhibit A
<TABLE>
NEES GLOBAL, INC.
Consolidated Balance Sheet
March 31, 1999
(Unaudited, Subject to Adjustment)
(thousands of dollars)
<CAPTION>
<S> <C>
ASSETS
- ------
Current assets:
Cash $ 451
Accounts receivable, less reserves of $200,000 903
Accounts receivable from affiliates 456
Other current assets 512
-------
Total current assets 2,322
-------
Fixed assets:
Property and equipment 21,206
Accumulated depreciation (4,646)
-------
Total fixed assets 16,560
-------
Investments at cost:
Separation Technologies, Inc. 1,000
Nexus, Inc. 2,150
-------
Total investments 3,150
-------
Total assets $22,032
=======
LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------
Current liabilities:
Accounts payable $ 257
Accounts payable to affiliates 178
Accrued taxes 605
Miscellaneous accrued liabilities 94
-------
Total current liabilities 1,134
-------
Accumulated deferred income taxes 836
Deferred credits and other liabilities 170
-------
Total other liabilities 1,006
Parent company's investment:
Subordinated notes payable to parent 25,676
Common stock, par value $1 per share 1
Other paid-in capital 4,353
Accumulated deficit (10,138)
-------
Total parent company's investment 19,892
-------
Total liabilities and parent company's
investment $22,032
=======
</TABLE>
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Exhibit B
<TABLE>
NEES GLOBAL, INC.
Consolidated Statement of Income and Accumulated Deficit
For the Twelve Months Ended March 31, 1999
(Unaudited, Subject to Adjustment)
(thousands of dollars)
<CAPTION>
INCOME
- ------
<S> <C>
Rental water heater revenue $ 6,702
Consulting revenue and other 843
Equity in earnings - HydroServ Group, LLC (92)
--------
Total income 7,453
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EXPENSE
- -------
Operation and maintenance expenses 5,473
Write-off of investment in:
Underwater Unlimited Diving Services, Inc. 1,000
Monitoring Technologies, Inc. 475
HydroServ Group, LLC 9
Loss on sale of interest in AllEnergy Marketing Co., Inc. 220
Depreciation 1,730
Income taxes (785)
--------
Total expenses 8,122
--------
Net income (loss) $ (669)
========
Accumulated deficit at beginning of period $ (9,469)
Accumulated deficit at end of period $(10,138)
========
</TABLE>
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Exhibit C
<TABLE>
NEES GLOBAL, INC.
Statement of Cash Flows
For the Twelve Months Ended March 31, 1999
(Unaudited, Subject to Adjustment)
(thousands of dollars)
<CAPTION>
Operating Activities:
<S> <C>
Net loss $ (669)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation 1,730
Loss on investments 1,704
Deferred income taxes 466
(Increase)/decrease in accounts receivable (838)
(Increase)/decrease in other current assets (363)
Increase/(decrease) in accounts payable 83
Increase/(decrease) in other current liabilities 664
Other, net 74
-------
Net cash used in operating activities $ 2,851
=======
Investing Activities:
Fixed asset expenditures $(13,755)
Investment in HydroServ Group, LLC (60)
Investment in Nexus, Inc. (750)
Investment in AllEnergy Marketing Co., LLC 268
Investment in New England Water Heater Co., Inc. (4,228)
--------
Net cash used in investing activities $(18,525)
========
Financing Activities:
Subordinated notes payable to parent-net $11,677
Capital contribution from parent 4,353
-------
Net cash provided by financing activities $16,030
=======
Net increase/(decrease) in cash and cash equivalents $ 356
Cash and cash equivalents at beginning of period 95
-------
Cash and cash equivalents at end of period $ 451
=======
</TABLE>
