<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 fourth 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 December 31, 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 $202,917,000 and $10,655,000,
respectively.
3.As of December 31, 1999, NEES Energy had no permanent personnel and
during the fourth quarter of 1999 there were no individuals assigned on a
substantially full-time basis.
4.During the fourth 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
December 31, 1999, consolidated income statements and statements of cash flows
for the quarter and twelve months ended December 31, 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.
By: s/ John G. Cochrane
___________________________
John G. Cochrane
Treasurer
Date: February 29, 2000
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A Consolidated Balance Sheet at Filed
December 31, 1999 herewith
(Unaudited, subject to adjustment)
B Consolidated Statement of Income andFiled
Accumulated Deficit For the Quarterherewith
and Twelve Months ended December 31, 1999
(Unaudited, Subject to Adjustment)
C Consolidated Statement of Cash Flows Filed
For the Quarter and Twelve Months ended herewith
December 31, 1999
(Unaudited, Subject to Adjustment)
<PAGE> Exhibit A
<TABLE>
NEES Energy, Inc.
Consolidated Balance Sheet
(Thousands of Dollars)
As of December 31, 1999
(Unaudited, Subject to Adjustment)
<CAPTION>
ASSETS
- ------
<S> <C>
Current assets:
Cash $ 13,477
Accounts receivable (including $656 from affiliates)
and unbilled revenue, less reserves of $1,909 69,584
Inventory 15,904
Prepaid and other current assets 10,398
--------
Total current assets 109,363
--------
Fixed assets 16,251
Less accumulated depreciation 3,558
--------
Net fixed assets 12,693
--------
Other investments 707
Goodwill, net of amortization 106,931
Deferred federal and state income taxes 818
Other assets 8,542
--------
Total other assets 116,998
--------
Total assets $239,054
========
LIABILITIES AND CAPITALIZATION
- ------------------------------
Current liabilities:
Long term debt due in one year $ 305
Accounts payable (including $650 to affiliates) 15,964
Accrued liabilities 30,771
--------
Total current liabilities 47,040
Long-term debt 539
Other long-term liabilities 8,325
--------
Total liabilities 55,904
--------
Parent company's investment:
Subordinated notes payable to parent 202,917
Common stock, par value $1 per share 1
Other paid-in capital 10,655
Accumulated deficit (30,423)
--------
Total parent company's investment 183,150
--------
Total liabilities and parent company's investment $239,054
========
</TABLE>
<PAGE> Exhibit B
<TABLE>
NEES ENERGY, INC.
Consolidated Statement of Income and Accumulated Deficit
(Thousands of Dollars)
For the Periods Ended December 31, 1999
(Unaudited, Subject to Adjustment)
<CAPTION>
Twelve
QuarterMonths
--------------
<S> <C> <C>
INCOME
Revenue (1) $152,929 $442,897
-------- --------
Total income 152,929 442,897
-------- --------
EXPENSES
Operating expenses
Cost of sales 135,414 393,073
Depreciation 3,190 9,613
Selling, general and administrative expenses 16,611 53,653
Income tax (1,243) (4,821)
-------- --------
Total operating expenses 153,972 451,518
-------- --------
Operating income (loss) (1,043) (8,621)
Other income (expense), net 308 671
-------- --------
Net income (loss) (735) (7,950)
Accumulated deficit at beginning of period (29,688) (22,473)
-------- --------
Accumulated deficit at end of period $(30,423) $(30,423)
======== ========
(1) Represents revenue of subsidiary (AllEnergy Marketing Co., L.L.C.)
</TABLE>
<PAGE> Exhibit C
<TABLE>
NEES Energy, Inc.
Consolidated Statement of Cash Flows
(Thousands of Dollars)
For the Periods Ended December 31, 1999
(Unaudited, Subject to Adjustment)
<CAPTION>
Twelve
QuarterMonths
-------------
<S> <C> <C>
Operating activities:
Net income (loss) $ (735) $ (7,950)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Depreciation and amortization 3,190 9,613
(Increase) decrease in deferred taxes 5 5
(Increase) decrease in accounts receivable and
unbilled revenue (27,550) (27,605)
(Increase) decrease in inventory (1,527) 18
(Increase) decrease in prepaid and other
current assets (3,223) 4,605
Increase (decrease) in accounts payable 7,567 2,885
Increase (decrease) in other current liabilities 2,291 4,274
Other, net (2,754) (4,181)
-------- ---------
Net cash provided by (used in) operating activities $(22,736) $
(18,336)
-------- ---------
Investing activities:
Fixed asset expenditures $ (1,918) $ (3,257)
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)
Acquisition of Ewing Oil - (6,148)
Purchase of AllEnergy minority interest from
NEES Global, Inc. - (456)
-------- ---------
Net cash used in investing activities $ (1,918) $(106,259)
-------- ---------
Financing activities:
Change in subordinated notes payable to parent $ 34,445 $ 134,320
Change in other paid-in capital (150) (150)
Increase (decrease) in long-term debt (2) (291)
-------- ---------
Net cash provided by (used in) financing activities $ 34,293 $
133,879
-------- ---------
Net increase (decrease) in cash and cash equivalents $ 9,639 $
9,284
Cash and cash equivalents at beginning of period 3,838 4,193
-------- ---------
Cash and cash equivalents at end of period $ 13,477 $ 13,477
======== =========
</TABLE>
