<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
June 30, 1999
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive, Westborough, MA 01582
<PAGE><TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended June 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.
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
including,
Electric System 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 June 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'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 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 June 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'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.
</TABLE>
<PAGE><TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended June 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 June 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. $(9.0)
NEES Global, Inc. New England Water Heater, Inc. (0.4)
</TABLE>
<PAGE><TABLE>
<CAPTION>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended June 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
Environmental (1) (1) (1) (1)
Service Co. Company, L.L.C. Corp.
Actg. (1) (1) (1) (1)
Sales
Planning (1) (1) (1) (1)
Miscellaneous
(4) (1) (1) (1) (1)
<FN>
(1) Amounts are below $100,000
(2) Represents 4 types of services totaling less than $100,000 in
aggregate.
(3) Represents 7 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 June 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
June 30, 1999 $2,673.1 (1) line 1
Total capitalization multiplied by 15 percent 401.0 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 401.0 line 3
Total current aggregate investment:
(categorized by major line of energy-
related business)
Power marketing and other $175.6
Energy software 2.2
------
Total current aggregate investment $177.8 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) $223.2 line 5
<FN>
(1)Consolidated capitalization includes total common equity, cumulative
preferred stock, long-term debt (including long-term debt due within
one year).
</FN>
</TABLE>
<PAGE>
NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended June 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 June 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 six months ended June 30, 1999
1-BNew England Electric System Consolidated Balance Sheet as of
June 30, 1999
2-ANew England Energy, Inc. Balance Sheet as of June 30, 1999
3-AGranite State Energy, Inc. Income Statements for the quarter and six
months ended June 30, 1999
3-BGranite State Energy, Inc. Balance Sheet as of June 30, 1999
4-A New England Water Heater Co., Inc. Income Statements for the
quarter and six months ended June 30, 1999
4-B New England Water Heater Co., Inc. Balance Sheet as of
June 30, 1999
5-ATexas Liquids, L.L.C. Income Statements for the quarter and six months
ended June 30, 1999
5-BTexas Liquids, L.L.C. Balance Sheet as of June 30, 1999
6-AAEDR Fuels, L.L.C. Income Statements for the quarter and six months
ended June 30, 1999
6-B AEDR Fuels, L.L.C. Balance Sheet as of June 30, 1999
7-A AllEnergy Marketing Company, L.L.C. Consolidated Income
Statements for the quarter and six months ended June 30, 1999
7-B AllEnergy Marketing Company, L.L.C. Consolidated Balance
Sheet as of June 30, 1999
Notes
(1)Financial statements for Separation Technologies, Inc., NEXUS Energy
Software, Inc., and Weatherwise USA L.L.C. are not available as of the filing
date.
(2)New England Energy, Inc. Income Statement actuals are less than
$100,000 and therefore are not reported.
<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: August 27, 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 six months ended June 30, 1999
1-B New England Electric System Consolidated Filed Herewith
Balance Sheet as of June 30, 1999
2-A New England Energy, Inc. Balance Filed Herewith
Sheet as of June 30, 1999
3-A Granite State Energy, Inc. Income Filed Herewith
Statements for the quarter and six months
ended June 30, 1999
3-B Granite State Energy, Inc. Balance Filed Herewith
Sheet as of June 30, 1999
4-A New England Water Heater Co., Inc. Filed Herewith
Income Statements for the quarter and
six months ended June 30, 1999
4-BNew England Water Heater Co., Inc. Filed Herewith
Balance Sheet as of June 30, 1999
5-ATexas Liquids, L.L.C. Income Filed Herewith
Statements for the quarter and six
months ended June 30, 1999
5-BTexas Liquids, L.L.C. Balance Filed Herewith
Sheet as of June 30, 1999
6-AAEDR Fuels, L.L.C. Income Statements Filed Herewith
for the quarter and six months ended
June 30, 1999
6-B AEDR Fuels, L.L.C. Balance Sheet as of Filed Herewith
June 30, 1999
7-A AllEnergy Marketing Company, L.L.C. Filed Herewith
Consolidated Income Statements for the
quarter and six months ended June 30, 1999
7-B AllEnergy Marketing Company, L.L.C. Filed Herewith
Consolidated Balance Sheet as of
June 30, 1999
<PAGE>
CERTIFICATE
- -----------
A copy of the Form U-9C-3 report for the previous quarter (quarter ended
March 31, 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: August 27, 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 June 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Six months
------- ----------
<S> <C> <C>
Operating revenue $595.3 $1,252.8
------ --------
Operating expenses:
Fuel for generation 2.2 5.3
Purchased electric energy 230.7 481.5
Cost of sales AllEnergy 71.6 160.4
Other operation 125.4 236.7
Maintenance 23.6 40.6
Depreciation and amortization 51.3 121.0
Taxes, other than income taxes 25.5 54.0
Income taxes 20.0 49.1
------ --------
Total operating expenses 550.3 1,148.6
------ --------
Operating income 45.0 104.2
Other income:
Allowance for equity funds used during construction 0.5 1.1
Equity in income of generating companies 1.0 1.5
Other income (expense), net 2.0 6.7
------ --------
Operating and other income 48.5 113.5
------ --------
Interest:
Interest on long-term debt 17.3 34.6
Other interest 2.2 4.4
Allowance for borrowed funds used during construction (0.3)
(0.6)
------ --------
Total interest 19.2 38.4
------ --------
Income after interest 29.3 75.1
Preferred dividends and net gain/loss on
reacquisition of preferred stock of subsidiaries 0.3 0.5
Minority interests 1.5 2.9
------ --------
Net income $ 27.5 $ 71.7
====== ========
</TABLE>
<PAGE><TABLE>
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Consolidated Balance Sheet
At June 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
- ------
<S> <C>
Utility plant, at original cost $4,175.0
Less accumulated provisions for depreciation and amortization 1,737.8
--------
2,437.2
Construction work in progress 65.3
--------
Net utility plant 2,502.5
--------
Investments:
Nuclear power companies, at equity 47.5
Other subsidiaries, at equity 2.3
Non-utility property and other investments 195.4
--------
Total investments 245.2
--------
Current assets:
Cash 121.4
Marketable securities 0.0
Accounts receivable, less reserves of $20.8 259.0
Unbilled revenues 85.8
Fuel, materials, and supplies, at average cost 36.4
Prepaid and other current assets 71.3
--------
Total current assets 573.9
--------
Regulatory assets 1,448.6
Goodwill, net of amortization 92.0
Deferred charges and other assets 27.0
--------
$4,889.2
========
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 - 59,120,059 shares $ 65.0
Paid-in capital 736.7
Retained earnings 1,000.8
Treasury stock - 5,849,593 shares (240.3)
Accumulated other comprehensive income, net 8.2
--------
Total common share equity 1,570.4
Minority interests in consolidated subsidiaries 39.2
Cumulative preferred stock of subsidiaries 19.5
Long-term debt 1,043.9
--------
Total capitalization 2,673.0
--------
Current liabilities:
Long-term debt due within one year 39.3
Accounts payable 183.3
Accrued taxes 16.4
Accrued interest 16.1
Dividends payable 30.4
Other current liabilities 122.5
--------
Total current liabilities 408.0
--------
Deferred federal and state income taxes 466.0
Unamortized investment tax credits 57.9
Accrued Yankee nuclear plant costs 222.4
Purchased power obligations 761.1
Other reserves and deferred credits 300.8
--------
$4,889.2
========
</TABLE>
<PAGE><TABLE>
NEW ENGLAND ENERGY INCORPORATED
Balance Sheet
At June 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, Subject to Adjustment)
<CAPTION>
ASSETS
------
<S> <C>
Current assets:
Cash $ 0.3
Temporary cash investment with affiliated company 0.9
Prepaid expenses 0.3
-----
Total current assets 1.5
-----
Total assets $ 1.5
=====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------
Current liabilities:
Accounts payable $ 0.2
Accounts payable - associated companies 0.1
Accrued taxes 2.9
Miscellaneous current and accrued liabilities 0.6
-----
Total current liabilities 3.8
-----
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 $
1.5
=====
</TABLE>
<PAGE><TABLE>
GRANITE STATE ENERGY, INC.
Statements of Income
(expressed in millions, rounded to hundred thousands of dollars)
Periods Ended June 30, 1999
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Six Months
------- ----------
<S> <C> <C>
Operating revenue $0.2 $0.4
---- ----
Operating expenses:
Purchased electric energy 0.1 0.3
Other operation 0.1 0.1
---- ----
Total operating expenses 0.2 0.4
---- ----
Net income $ - $ -
==== ====
</TABLE>
<PAGE><TABLE>
GRANITE STATE ENERGY, INC.
Balance Sheet
At June 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 June 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Six Months
------- ----------
<S> <C> <C>
Revenues $2.3 $4.8
---- ----
Operating expenses
Cost of sales 0.6 1.2
Other operation 0.7 1.1
Depreciation 0.5 1.1
Taxes 0.3 0.7
---- ----
Total operating expenses 2.1 4.1
---- ----
Net income $0.2 $0.7
==== ====
</TABLE>
<PAGE><TABLE>
NEW ENGLAND WATER HEATER CO., INC.
Balance Sheet
At June 30, 1999
(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 $0.2 0.8
Inventory 0.3
Prepaid expenses 0.1
-----
Total current assets 1.5
-----
Fixed assets, net 15.9
-----
Total assets $17.4
=====
LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------
Current liabilities
Accounts payable $ 0.2
Miscellaneous current and accrued liabilities 0.2
Deferred revenue 0.3
-----
Total current liabilities 0.7
-----
Deferred federal and state income taxes 1.1
Parent company's investment:
Common stock and additional paid in capital 4.3
Subordinated notes payable to parent 10.2
Retained earnings 1.1
-----
Total parent company's investment 15.6
-----
Total liabilities and parent company's investment $17.4
=====
</TABLE>
<PAGE><TABLE>
TEXAS LIQUIDS, LLC
Statements of Income
Periods Ended June 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Six Months
------- ----------
<S> <C> <C>
Revenues $24.5 $54.1
Cost of sales 23.2 51.2
----- -----
Gross margin 1.3 2.9
----- -----
Selling, general, and administrative 0.7 1.4
----- -----
Pre-tax net income $ 0.6 $ 1.5
===== =====
</TABLE>
<PAGE><TABLE>
TEXAS LIQUIDS, LLC
Balance Sheet
At June 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
- ------
<S> <C>
Cash $ 0.6
Accounts receivable and unbilled revenues, net 5.4
Inventory 4.4
Prepaid expenses 0.5
Other current assets 0.3
-----
Total current assets 11.2
-----
Fixed assets, net 0.1
Goodwill, net of amortization 0.2
-----
Total assets $11.5
=====
LIABILITIES AND MEMBERS' EQUITY
- -------------------------------
Accounts payable (including $0.1 to affiliates) $ 5.2
Note payable to affiliate 1.0
Other current liabilities 0.3
Deferred revenue 0.5
-----
Total current liabilities 7.0
-----
Members' equity 2.4
Retained earnings 2.1
-----
Total equity 4.5
-----
Total liabilities and members' equity $11.5
=====
</TABLE>
<PAGE><TABLE>
AEDR FUELS, L.L.C.
Statements of Income
Periods Ended June 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
Quarter Six Months
------- ----------
<S> <C> <C>
Revenues $ - $ -
Cost of sales - -
----- -----
Gross margin $ - $ -
----- -----
Selling, general, and administrative 0.2 0.2
----- -----
Pre-tax net income (loss) $(0.2) $(0.2)
===== =====
</TABLE>
<PAGE><TABLE>
AEDR FUELS, L.L.C.
Balance Sheet
At June 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
-----
Total assets $ 0.3
=====
LIABILITIES AND MEMBER'S EQUITY
- -------------------------------
Long-term liabilities $ 0.5
Retained earnings (0.2)
-----
Total liabilities and member's equity $ 0.3
=====
</TABLE>
<PAGE>TABLE>
ALLENERGY MARKETING COMPANY, L.L.C.
Statements of Consolidated Income
Periods Ended June 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
[CAPTION]
Quarter Six Months
------- ----------
[S] [C] [C]
Revenues $82.9 $184.4
Cost of sales 71.6 160.4
----- ------
Gross margin 11.3 24.0
----- ------
Selling, general, and administrative:
Salaries and benefits 7.8 14.5
Selling and marketing 0.7 1.3
Office expense 3.0 5.6
Depreciation and amortization 2.2 3.7
Other 1.1 2.1
----- ------
Total selling, general,
and administrative 14.8 27.2
Other income 0.1 0.2
----- ------
Pre-tax net income (loss) $(3.4) $ (3.0)
===== ======
[/TABLE]
<PAGE><TABLE>
ALLENERGY MARKETING COMPANY, L.L.C.
Consolidated Balance Sheet
At June 30, 1999
(expressed in millions, rounded to hundred thousands of dollars)
(Unaudited, subject to adjustment)
<CAPTION>
ASSETS
- ------
<S> <C>
Cash $ 4.4
Accounts receivable and unbilled revenue, net 37.2
Inventory 11.6
Prepaid expenses 3.2
Other current assets 3.7
------
Total current assets 60.1
------
Fixed assets, net 11.4
Goodwill, net of amortization 92.0
Investment in affiliates 0.9
Other assets 2.8
------
Total assets $167.2
======
LIABILITIES AND MEMBER'S EQUITY
- -------------------------------
Accounts payable $ 11.0
Accrued expenses 8.8
Current portion of long-term debt 0.3
Other current liabilities 8.0
------
Total current liabilities 28.1
------
Long-term debt 0.7
Other non-current liabilities 7.3
------
Total liabilities 36.1
------
Subordinated note payable 120.5
Members' equity 54.0
Retained earnings (43.4)
------
Total liabilities and member's equity $167.2
======
</TABLE>
