<PAGE> File No. 70-8803
CERTIFICATE OF NOTIFICATION
(Rule 24)
SECURITIES AND EXCHANGE COMMISSION
BY
NEES Energy, Inc.
In accordance with the order of the Securities and Exchange Commission
dated May 23, 1996, the following is a report for the third quarter of 1999:
1.NEES Energy, Inc. (NEES Energy), a Massachusetts Corporation, was
formed on June 14, 1996. The corporation was capitalized on August 9, 1996
when one thousand shares of NEES Energy common stock were issued and sold to
New England Electric System (NEES).
2.As of September 30, 1999, NEES had purchased 1,000 shares of NEES
Energy common stock and made subordinated loans and other paid-in capital
contributions to NEES Energy totaling $168,472,000 and $10,805,000,
respectively.
3.As of September 30, 1999, NEES Energy had no permanent personnel and
during the third quarter of 1999 there were no individuals assigned on a
substantially full-time basis.
4.During the third quarter of 1999, NEES Energy had no kilowatt hours
sold or marketed.
5.Attached in Exhibits A through C are a consolidated balance sheet as of
September 30, 1999, consolidated income statements and statements of cash
flows for the quarter, nine months and twelve months ended September 30, 1999.
<PAGE>
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 No. 70-8803) to be signed on its behalf by the undersigned
officer thereunto duly authorized.
s/ John G. Cochrane
By:
John G. Cochrane
Treasurer
Date: November 29, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A Consolidated Balance Sheet at Filed
September 30, 1999 herewith
(Unaudited, subject to adjustment)
B1 Consolidated Statement of Income andFiled
Accumulated Deficit For the Quarterherewith
and Nine Months ended September 30, 1999
(Unaudited, Subject to Adjustment)
C1 Consolidated Statement of Cash Flows Filed
For the Quarter and Nine Months ended herewith
September 30, 1999
(Unaudited, Subject to Adjustment)
B2 Consolidated Statement of Income andFiled
Accumulated Deficit For the Twelve herewith
Months ended September 30, 1999
(Unaudited, Subject to Adjustment)
C2 Consolidated Statement of Cash Flows Filed
For the Twelve Months ended September 30, 1999 herewith
(Unaudited, Subject to Adjustment)
<PAGE> Exhibit A
NEES Energy, Inc.
Consolidated Balance Sheet
(Thousands of Dollars)
As of September 30, 1999
(Unaudited, Subject to Adjustment)
ASSETS
- ------
Current assets:
Cash $ 3,838
Accounts receivable and unbilled revenue, less
reserves of $2,444 42,033
Inventory 14,377
Prepaid and other current assets 7,175
--------
Total current assets 67,423
--------
Fixed assets 14,590
Less accumulated depreciation 2,874
--------
Net fixed assets 11,716
--------
Other investments 881
Goodwill, net of amortization 109,290
Deferred federal and state income taxes 823
Other assets 4,883
--------
Total other assets 115,877
--------
Total assets $195,016
========
LIABILITIES AND CAPITALIZATION
- ------------------------------
Current liabilities:
Long term debt due in one year $ 306
Accounts payable (including $42 to affiliates) 8,397
Accrued liabilities 28,480
--------
Total current liabilities 37,183
Long-term debt 539
Other long-term liabilities 7,704
--------
Total liabilities 45,426
--------
Parent company's investment:
Subordinated notes payable to parent 168,472
Common stock, par value $1 per share 1
Other paid-in capital 10,805
Accumulated deficit (29,688)
--------
Total parent company's investment 149,590
--------
Total liabilities and parent company's investment $195,016
========
<PAGE> Exhibit B1
NEES ENERGY, INC.
Consolidated Statement of Income and Accumulated Deficit
(Thousands of Dollars)
For the Periods Ended September 30, 1999
(Unaudited, Subject to Adjustment)
Nine
QuarterMonths
--------------
INCOME
Revenue (1) $105,597 $289,968
-------- --------
Total income 105,597 289,968
-------- --------
EXPENSES
Operating expenses
Cost of sales 97,224 257,659
Depreciation 2,675 6,423
Selling, general and administrative expenses 13,517 37,042
Income tax (2,607) (3,578)
-------- --------
Total operating expenses 110,809 297,546
-------- --------
Operating income (loss) (5,212) (7,578)
Other income (expense), net 180 363
-------- --------
Net income (loss) (5,032) (7,215)
Accumulated deficit at beginning of period (24,656) (22,473)
-------- --------
Accumulated deficit at end of period $(29,688) $(29,688)
======== ========
(1) Represents revenue of subsidiary (AllEnergy Marketing Co., L.L.C.)
<PAGE> Exhibit C1
NEES Energy, Inc.
Consolidated Statement of Cash Flows
(Thousands of Dollars)
For the Periods Ended September 30, 1999
(Unaudited, Subject to Adjustment)
Nine
QuarterMonths
-------------
Operating activities:
Net income (loss) $ (5,032) $ (7,215)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Depreciation and amortization 2,675 6,423
(Increase) decrease in accounts receivable and
unbilled revenue (3,973) (55)
(Increase) decrease in inventory (2,204) 1,545
(Increase) decrease in prepaid and other
current assets 960 7,828
Increase (decrease) in accounts payable (4,596) (4,682)
Increase (decrease) in other current liabilities 9,504 1,983
Other, net 310 (1,427)
-------- ---------
Net cash provided by (used in) operating activities $ (2,356) $
4,400
-------- ---------
Investing activities:
Fixed asset expenditures $ (1,030) $ (1,339)
Investment in Griffith Consumers - (78,605)
Acquisition of Barclay & Fowler assets - (3,011)
Acquisition of Hub-Langie assets - (777)
Acquisition of Texas-Ohio assets (14,005) (14,005)
Acquisition of Ewing Oil (6,148) (6,148)
Purchase of AllEnergy minority interest from
NEES Global, Inc. - (456)
-------- ---------
Net cash used in investing activities $(21,183) $(104,341)
-------- ---------
Financing activities:
Change in subordinated notes payable to parent $ 21,050 $ 99,875
Increase (decrease) in long-term debt (139) (289)
-------- ---------
Net cash provided by (used in) financing activities $ 20,911 $
99,586
-------- ---------
Net increase (decrease) in cash and cash equivalents $ (2,628) $
(355)
Cash and cash equivalents at beginning of period 6,466 4,193
-------- ---------
Cash and cash equivalents at end of period $ 3,838 $ 3,838
======== =========
<PAGE> Exhibit B2
NEES ENERGY, INC.
Consolidated Statement of Income and Accumulated Deficit
(Thousands of Dollars)
For the Twelve Months Ended September 30, 1999
(Unaudited, Subject to Adjustment)
INCOME
Revenue (1) $358,763
--------
Total income 358,763
--------
EXPENSES
Operating expenses
Cost of sales 320,311
Depreciation 6,975
Selling, general and administrative expenses 47,320
Income tax (5,103)
--------
Total operating expenses 369,503
--------
Operating income (loss) (10,740)
Other income (expense), net 480
--------
Net income (loss) (10,260)
Accumulated deficit at beginning of period (19,428)
--------
Accumulated deficit at end of period $(29,688)
========
(1) Represents revenue of subsidiary (AllEnergy Marketing Co., L.L.C.)
<PAGE> Exhibit C2
NEES ENERGY, INC.
Statement of Cash Flows
(Thousands of Dollars)
For the Twelve Months Ended September 30, 1999
(Unaudited, Subject to Adjustment)
Operating activities:
Net income (loss) $ (10,260)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Depreciation and amortization 6,975
Deferred federal and state income taxes (166)
(Increase) decrease in accounts receivable and
unbilled revenue (8,974)
(Increase) decrease in inventory 4,615
(Increase) decrease in prepaid and other
current assets (2,435)
Increase (decrease) in accounts payable (5,089)
Increase (decrease) in other current liabilities 10,625
Other, net (205)
---------
Net cash provided by (used in) operating activities $ (4,914)
---------
Investing activities:
Fixed asset expenditures $ (2,077)
Investment in Griffith Consumers (78,605)
Acquisition of Barclay & Fowler assets (3,011)
Acquisition of Hub-Langie assets (777)
Acquisition of Texas-Oil assets (14,005)
Acquisition of Ewing Oil (6,148)
Purchase of AllEnergy minority interest from
NEES Global, Inc. (456)
---------
Net cash used in investing activities $(105,079)
---------
Financing Activities:
Change in subordinated notes payable to parent $ 107,130
Increase (decrease) in long-term debt 197
---------
Net cash provided by financing activities $ 107,327
---------
Net increase (decrease) in cash and cash equivalents $ (2,666)
Cash and cash equivalents at beginning of period 6,504
---------
Cash and cash equivalents at end of period $ 3,838
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