UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
For the quarterly period ended March 31, 2000
Northeast Utilities
------------------------------------
(Name of registered holding company)
107 Selden Street, Berlin, CT. 06037
----------------------------------------
(Address of principal executive offices)
Name and telephone number of officer to whom inquiries concerning this report
should be directed:
John J. Roman, Vice President and Controller
Telephone number: 860-665-5000
GENERAL INSTRUCTIONS
A. Use of Form
1. A reporting company, as defined herein, shall file a report on this
form within 60 days after the end of each of the first three quarters,
and within 90 days after the end of the fourth quarter, of the fiscal
year of the registered holding company. The period beginning on the
date of effectiveness of rule 58 and ending at the end of the quarter
following the quarter in which the rule becomes effective shall
constitute the initial period for which any report shall be filed,
if applicable.
2. The requirement to provide specific information by means of this form
supersedes any requirement by order of the Commission to provide
identical information by means of periodic certificates under rule
24; but does not so supersede and replace any requirement by order to
provide information by means of an annual report on Form U-13-60.
3. Information with respect to reporting companies that is required by
Form U-13-60 shall be provided exclusively on that form.
4. Notwithstanding the specific requirements of this form, this Commission
may informally request such further information as, in its opinion, may
be necessary or appropriate.
B. Statements of Monetary Amounts and Deficits
1. Amounts included in this form and in related financial statements may
be expressed in whole dollars, thousands of dollars or hundred
thousands of dollars.
2. Deficits and other similar entries shall be indicated by either
brackets or parentheses. An explanation should be provided by
footnote.
C. Formal Requirements
This form, including exhibits, shall be filed with Commission
electronically pursuant to Regulation S-T(17 CFR 232.10 et seq.). A
conformed copy of each such report shall be filed with each state
commission having jurisdiction over the retail rates of a public utility
company that is an associate company of a reporting company. Each report
shall provide the name and telephone number of the person to whom inquiries
concerning the report should be directed.
D. Definitions
As used in this form, the word "reporting company" means an energy-related
company or gas-related company, as defined in rule 58(b). All other words
and terms have the same meaning as in the Public Utility Holding Company
Act of 1935, as amended, and the rules and regulations thereunder.
ITEM 1 - ORGANIZATION CHART
- ------------------------------------------------------------------------------
Instructions
- ------------
1. Complete Item 1 only for the first three calendar quarters of the fiscal
year of the registered holding company.
2. Under the caption "Name of Reporting Company," list each energy-related
and gas-related company and each system company that directly or indirectly
holds securities thereof. Add the designation "(new)" for each reporting
company of which securities were acquired during the period, and the
designation"(*)" for each inactive company.
3. Under the caption "Percentage of Voting Securities Held," state the
aggregate percentage of the outstanding voting securities of the reporting
company held directly or indirectly by the registered holding company at
the end of the quarter.
4. Provide a narrative description of each reporting company's activities
during the reporting period.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Percentage Activities
Energy of Voting reported
Name of or Gas Date of State of Securities Nature of during the
Reporting Co. Related Organization Organization Held Business period
- ----------------- ------- ------------ ------------- ----------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
NU Holding 1/4/99 Connecticut 100% by Unregulated (A)
Enterprises, Inc. Northeast businesses
Utilities holding
company
Select Energy 9/26/96 Connecticut 100% by Invest in (B)
Energy, Inc. NU energy-related
Enterprises, Inc. activities
Select Energy 3/17/99 Connecticut 100% by Invest in (C)
Energy NU energy-related
Portland Enterprises, Inc. activities
Pipeline, Inc.
Northeast Energy 1/4/99 Connecticut 100% by Invest in (D)
Generation NU energy-related
Services Enterprises, Inc. activities
Company
HEC Inc. Energy 6/19/90 Massachusetts 100% by Invest in (E)
NU energy-related
Enterprises, Inc. activities
Reeds Ferry Energy 7/15/64 New 100% by Invest in (F)
Supply Co., Inc. Hampshire HEC Inc. energy-related
(New) activities
HEC/Tobyhanna Energy 9/28/99 Massachusetts 100% by Invest in (G)
Energy Project, HEC Inc. energy-related
Inc. activities
(New)
Select Energy Energy 10/12/94 Massachusetts 100% by Invest in (H)
Contracting, Inc. HEC Inc. energy-related
(New) activities
Yankee Energy Holding 2/15/00 Connecticut 100% by Public (I)
System Inc. Northeast Utility
(New) Utilities Holding
Company
Yankee Energy Energy 7/2/93 Connecticut 100% by Invest in (J)
Services Company Yankee Energy energy-related
(New) System Inc. activities
Housatonic Energy 10/16/87 Connecticut 100% by Invest in (K)
Corporation Yankee Energy energy-related
(New) System Inc. activities
Southbridge Energy 12/29/97 Deleware 95% by Operate and (L)
Power & Yankee Energy maintain a
Thermal, LLC Services Company cogeneration
(New) 5% by facility
Housatonic
Corporation
R.M. Energy 11/22/94 Connecticut 100% by Invest in (M)
Services, Inc. Yankee Energy energy-related
(New) System Inc. activities
</TABLE>
(A) NU Enterprises, Inc. is not the "reporting company" but is included in this
Item 1 because it holds, directly or indirectly, voting securities issued
by reporting companies as indicated above.
(B) Select Energy, Inc. (Select Energy) provides both wholesale and retail
energy services. Select Energy participates in open-access retail
electricity markets and in retail pilot programs in the Northeast. Select
markets electricity as well as natural gas and energy-related products and
services in order to enhance its core electricity service and customer
relationships. Select Energy is a registered retail electricity supplier
in the states of Connecticut, Delaware, Maine, Massachusetts, New
Hampshire, New Jersey, New York, Pennsylvania, and Rhode Island. Select
Energy is a registered gas marketer with specific local distribution
companies in the states of Connecticut, Maine, Massachusetts, New
Hampshire, New Jersey, New York, Pennsylvania, and Rhode Island.
(C) Select Energy Portland Pipeline, Inc. (SEPPI) acquired 5% interest in
Portland Natural Gas Transmission System partnership in March 1999.
(D) Effective January 4, 1999, Northeast Generation Services Company (NGS) was
established to provide a full range of energy-related operation and
maintenance services for large industrial, institutional and power
generation customers throughout the 11-state Northeast area. NGS' current
business segments focus on providing turnkey Manage and Operate Services
(MOS) and also a full range of Industrial Services (IS) and Consulting
Services (CS).
MOS is a service that is designed for generation asset owners. NGS has the
ability to offer station management and operation services with a focus on
optimizing the value of that specific asset with the owner. Within the IS
platform, its offerings include mechanical and electrical construction and
maintenance services, as well as environmental maintenance/compliance
services. Within the CS platform, the product and service offerings
include engineering and environmental consulting services, with an emphasis
on power plant system design.
(E) HEC Inc. is not the "reporting company" but is included in this item 1
because it holds, directly or indirectly, voting securities issued by
reporting companies as indicated above.
(F) Reed's Ferry Supply Corporation was purchased by HEC Inc. in August 1999
as an equipment wholesaler to purchase equipment on behalf of Select Energy
Contracting, Inc.
(G) Effective September 30, 1999, HEC/Tobyhanna Energy Project, Inc. was
established as a special purpose entity to manage the assets of an Energy
Savings Performance Contract (ESPC) project at Tobyhanna Army Depot.
(H) Select Energy Contracting, Inc. designs, manages and directs the
construction of, and/or installing of mechanical, water, and electrical
systems, energy and other resource consuming equipment.
(I) Yankee Energy System Inc. is not the "reporting company" but is included
in this item 1 because it holds, directly or indirectly, voting securities
issued by reporting companies as indicated above.
(J) Yankee Energy Services Company (YESCO) provides a wide range of energy-
related services for its customers. YESCO Controls division provides
comprehensive building automation with engineering, installation and
maintenance of building control systems. YESCO Mechanical Services
division provides comprehensive heating, ventilation and air-conditioning
(HVAC), boiler and refrigeration equipment services and installation.
YESCO Power division also provided expertise related to the production
of thermal and/or electric power.
(K) Housatonic Corporation is not the "reporting company" but is included
in this item 1 because it holds, directly or indirectly, voting securities
issued by reporting companies as indicated above.
(L) Southbridge Power & Thermal, LLC is a single purpose limited liability
company formed to operate and manage facilities at the Southbridge Business
Center located in Southbridge, MA., which provides electricity, thermal,
compressed air, heated, and wash-water to tenants at the center. These
utilities are included in the leases of tenants at the center.
(M) R.M. Services provides consumer collection services for companies
throughout the United States.
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
- ------------------------------------------------------------------------------
Instruction
- -----------
With respect to a transaction with an associate company, report only the type
and principal amount of securities involved.
- -----------------------------------------------------------------------------
<TABLE>
Person
Company Type of Principal to Whom Collateral Consideration Company Amount of
Issuing Security Amount of Issue or Cost of Security Given With Received for Contributing Capital
Security Issued Security Renewal Capital Was Issued Security Each Security Capital Contribution
- -------------- -------- ------------ -------- ------- ------------ ---------- ------------- ------------ ------------
<S> <C>
Select
Energy, Inc. No transactions this quarter.
Select
Energy
Portland
Pipeline, Inc. No transactions this quarter.
Northeast
Generation
Services
Company No transactions this quarter.
Select Energy
Contracting,
Inc. No transactions this quarter.
Reeds Ferry
Supply Co.,
Inc. No transactions this quarter.
HEC/Tobyhanna
Energy
Project, Inc. No transactions this quarter.
Yankee Energy
Services
Company No transactions this quarter.
Southbridge
Power &
Thermal, LLC No transactions this quarter.
R.M.
Services, Inc. No transactions this quarter.
</TABLE>
ITEM 3 - ASSOCIATE TRANSACTIONS
- ------------------------------------------------------------------------------
Instructions
- ------------
1. This item is used to report the performance during the quarter of contracts
among reporting companies and their associate companies, including other
reporting companies, for service, sales and construction. A copy of any
such contract not filed previously should be provided as an exhibit pursuant
to Item 6.B.
2. Parts I and II concern transactions performed by reporting companies on
behalf of associate companies, and transactions performed by associate
companies on behalf of reporting companies, respectively.
- ------------------------------------------------------------------------------
Part I - Transactions performed by reporting companies on behalf
of associate companies.
<TABLE>
<CAPTION>
Total Amount
Billed*
Reporting Associate
Company Company Types of Three months
Rendering Receiving Services ended
Services Services Rendered March 31, 2000
- ----------------------- ------------------- -------------- ------------------
(Thousands
of Dollars)
<S> <C> <C> <C>
Select Northeast Utilities Gas Services
Energy, Inc. Service Company $ 25
==================
Select HEC INC. Marketing and
Energy, Inc. Sales services $ 19
==================
Northeast Northeast
Generation Nuclear Energy Electrical and
Services Company Mechanical services $ 450
Company ==================
Northeast The
Generation Connecticut
Services Light & Power Electrical and
Company Company Mechanical services $ 502
==================
Northeast Public Service
Generation Company of Electrical and
Services New Hampshire Mechanical services $ 146
Company ==================
Northeast Western
Generation Massachusetts Electrical and
Services Electric Company Mechanical services $ 106
Company ==================
Northeast Holyoke Water
Generation Power Company Electrical and
Services Mechanical services $3,292
Company ==================
Northeast North Atlantic
Generation Energy Service Electrical and
Services Corporation Mechanical services $ 1
Company ==================
Northeast Northeast
Generation Generation Electrical and
Services Company Mechanical services $ 578
Company ==================
Wholesale
Reeds Ferry Select Energy Purchasing
Supply Co., Inc. Contracting, Inc. Services $ 258
==================
Phone Center
R.M. Services, Inc. Yankee Gas Management
Services Company Services $ 173
==================
</TABLE>
Part II - Transactions performed by associate companies on behalf
of reporting companies.
<TABLE>
<CAPTION>
Total Amount
Billed*
Associate Reporting
Company Company Types of Three months
Rendering Receiving Services ended
Services Services Rendered March 31, 2000
- ----------------------- ------------------- -------------- ------------------
(Thousands
<S> <C> <C> <C>
Public Service Company Select
of New Hampshire Energy, Inc. Miscellaneous $33
==================
HEC INC. Select Engineering Services
Energy, Inc. $13
==================
HEC INC. Yankee Energy Subcontracting $42
Services Company ==================
* 'Total Amount Billed' is direct costs only.
</TABLE>
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies:
- ---------------------------------------
(Thousand of Dollars)
Total consolidated capitalization as of 03/31/00 $5,063,977 line 1
Total capitalization multiplied by 15%
(line 1 multiplied by .15) 759,597 line 2
Greater of $50 million or line 2 $759,597 line 3
Total current aggregate investment:
(categorized by major line of
energy-related business):
Select Energy, Inc. $64,913
Select Energy Portland Pipeline, Inc. 9,231
Northeast Generation Services Company 508
Select Energy Contracting, Inc. 10,356
Reeds Ferry Supply Co., Inc. (6)
HEC/Tobyhanna Energy Project, Inc. 26,730
Yankee Energy Services Company 13,307
Southbridge Power & Thermal, LLC (41)
R.M. Services, Inc. 16,239
-----------
Total current aggregate investment 141,237 line 4
---------
Difference between the greater of $50 million or 15% of
capitalization and the total aggregate investment of the
registered holding company system $618,360 line 5
=========
ITEM 5 - OTHER INVESTMENTS
- ------------------------------------------------------------------------------
Instruction
- -----------
This item concerns investments in energy-related and gas-related companies that
are excluded from the calculation of aggregate investment under rule 58.
- -------------------------------------------------------------------------------
Major Line Other Other
of Energy- Investment Investment
Related in Last in This Reason for Difference
Business U-9C-3 Report U-9C-3 Report in Other Investment
- ------------- ------------- ------------- ------------------------
NONE
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------------------------------------------
Instructions
- ------------
A. Financial Statements
1. Financial statements are required for reporting companies in which the
registered holding company system has at least 50% equity or other ownership
interest. For all other rule 58 companies, the registered holding company
shall make available to the Commission such financial statements as are
available to it.
2. For each reporting company, provide a balance sheet as of the end of the
quarter and income statements for the three-month and year-to-date periods
ending as of the end of the quarter, together with any notes thereto.
Financial statements shall be for the first three quarters of the fiscal
year of the registered holding company.
3. If a reporting company and each of its subsidiaries engage exclusively in a
single category of energy-related or gas-related activity, consolidated
financial statements may be filed.
4. Separate financial statements need not be filed for inactive companies or
for companies engaged solely in the ownership of interests in energy-related
or gas-related companies.
B. Exhibits
1. Copies of contracts required to be provided by Item 3 shall be filed as
exhibits.
2. A certificate stating that a copy of the report for the previous quarter
has been filed with interested state commissions shall be filed as an
exhibit. The certificate shall provide the names and addresses of the state
commissions.
- ------------------------------------------------------------------------------
A. Financial Statements
Select Energy, Inc.:
Balance Sheet - As of March 31, 2000
Income Statement-Three months ended March 31, 2000
Select Energy Portland Pipeline, Inc.:
Balance Sheet - As of March 31, 2000
Income Statement-Three months ended March 31, 2000
Northeast Generation Services Company:
Balance Sheet - As of March 31, 2000
Income Statement-Three months ended March 31, 2000
Select Energy Contracting, Inc.:
Balance Sheet - As of March 31, 2000
Income Statement-Three months ended March 31, 2000
Reeds Ferry Supply Co., Inc.:
Balance Sheet - As of March 31, 2000
Income Statement-Three months ended March 31, 2000
HEC/Tobyhanna Energy Project, Inc.:
Balance Sheet - As of March 31, 2000
Income Statement-No activity through March 31, 2000
Yankee Energy Services Company:
Balance Sheet - As of March 31, 2000
Income Statement-One month ended March 31, 2000
Southbridge Power & Thermal, LLC:
Balance Sheet - As of March 31, 2000
Income Statement-One month ended March 31, 2000
R.M. Services, Inc.:
Balance Sheet - As of March 31, 2000
Income Statement-One month ended March 31, 2000
Northeast Utilities (PARENT):
Balance Sheet - As of March 31, 2000
Income Statement-Three months ended March 31, 2000
B. Exhibits
Exhibit No. Description
- ----------- -----------
6.B.1.1 Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2a Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2b Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2c Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2d Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2e Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.2f Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3a Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3b Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.3c Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.4 Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.5a Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.5b Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.6 Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.7a Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.7b Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.8 Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.9 Copy of contract required by Item 3-filed under confidential
treatment pursuant to Rule 104(b).
6.B.1.10 Wholesale Purchasing Agreement dated as of August 4, 1999,
between Reeds Ferry Supply Co., Inc. and Select Energy
Contracting, Inc.
6.B.2.1 The company certifies that a conformed copy of Form U-9C-3
for the previous quarter was filed with the following state
commissions:
Ms. Louise E. Rickard
Acting Executive Secretary
Department of Public Utility Control
10 Franklin Square
New Britain, CT 06051
Ms. Mary L. Cottrell, Secretary
Massachusetts Department of Telecommunications and Energy
100 Cambridge Street
Boston, MA 02202
Mr. Thomas B. Getz
Executive Director and Secretary
State of New Hampshire
Public Utilities Commission
8 Old Suncook Road, Building One
Concord, NH 03301-7319
SELECT ENERGY, INC.
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
ASSETS
- ------
Current Assets:
Cash $ 1,496
Accounts receivable, including unbilled
revenues, net 119,966
Accounts receivable from affiliated companies 113,193
Special deposits 6,817
Prepayments and other 10,968
--------------
Total current assets 252,440
--------------
Deferred Charges:
Intangibles, net 23,082
Other 17,997
--------------
Total deferred charges 41,079
--------------
Long-Lived Assets:
Software 2,959
Other 282
--------------
3,241
Less: Accumulated provision for depreciation (1,342)
--------------
1,899
Capital additions in progress 4,621
--------------
Total long-lived assets 6,520
--------------
Total Assets $ 300,039
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY, INC.
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Notes payable to affiliate companies $ 89,400
Advance from parent, non-interest bearing 29,400
Accounts payable 72,463
Accounts payable to affiliated companies 64,243
Accrued Taxes 2,088
Other 6,932
--------------
Total current liablilities 264,526
--------------
Stockholders' Equity:
Common stock, $1 par value - 100 shares
authorized and outstanding -
Capital surplus, paid in 90,151
Retained deficit (54,638)
--------------
Total stockholders' equity 35,513
--------------
Total Liabilities and Stockholders' Equity $ 300,039
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY, INC.
INCOME STATEMENT
(Unaudited)
Three Months
Ended
March 31,
2000
--------------
(Thousands
of Dollars)
Operating Revenues $ 397,768
--------------
Operating Expenses:
Purchased power net interchange
power and capacity 381,291
Depreciation 752
Other 11,114
Taxes other than income taxes 1,153
--------------
Total operating expenses 394,310
--------------
Operating Income 3,458
--------------
Other Income 500
--------------
Interest and financing costs 3,131
--------------
Income before income taxes 827
--------------
Income Tax Expense:
Federal and state income taxes, net 327
--------------
Net Income $ 500
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY PORTLAND PIPELINE, INC.
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
ASSETS
- ------
Current Assets:
Cash $ 84
Taxes receivable 101
--------------
Total current assets 185
--------------
Investments:
Other investments 9,553
--------------
Total investments 9,553
--------------
Total Assets $ 9,738
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable to affiliated companies $ 7
--------------
Total current liabilities 7
--------------
Deferred Credits:
Accumulated deferred income taxes 500
-------------
Total deferred credits 500
-------------
Stockholders' Equity:
Common stock, $1 par value - authorized
and outstanding 100 shares -
Capital surplus, paid in 9,257
Retained deficit (26)
--------------
Total stockholders' equity 9,231
--------------
Total Liabilities and Stockholders' Equity $ 9,738
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY PORTLAND PIPELINE, INC.
INCOME STATEMENT
(Unaudited)
Three Months
Ended
March 31,
2000
--------------
(Thousands
of Dollars)
Operating Revenues $ -
--------------
Operating Expenses:
Operation and maintenance 3
--------------
Total operating expenses 3
--------------
Operating Loss (3)
--------------
Interest and financing costs 18
--------------
Loss before income taxes (21)
--------------
Income Tax Benefit:
Federal and state income taxes, net (8)
--------------
Net Loss $ (13)
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
NORTHEAST GENERATION SERVICES COMPANY
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
ASSETS
- ------
Current Assets:
Accounts Receivable $ 129
Accounts receivable from affiliated companies 6,802
Taxes receivable 274
Fuel, materials, and supplies, at average cost 54
Prepayments and other 188
--------------
Total current assets 7,447
--------------
Deferred Charges:
Other 12
--------------
Long-Lived Assets:
Capital additions in progress 75
-------------
Total long-lived assets 75
-------------
Total Assets $ 7,534
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
NORTHEAST GENERATION SERVICES COMPANY
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Notes payable to affiliated companies $ 1,200
Accounts payable 1,078
Accounts payable to affiliated companies 4,304
Other 8
--------------
Total current liabilities 6,590
--------------
Deferred Credits:
Other 436
-------------
Stockholders' Equity:
Common stock, $1 par value - authorized
and outstanding 100 shares -
Capital surplus, paid in 2,010
Retained deficit (1,502)
--------------
Total stockholders' equity 508
--------------
Total Liabilities and Stockholders' Equity $ 7,534
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
NORTHEAST GENERATION SERVICES COMPANY
INCOME STATEMENT
(Unaudited)
Three Months
Ended
March 31,
2000
--------------
(Thousands
of Dollars)
Operating Revenues $ 5,961
--------------
Operating Expenses:
Operation and maintenance 6,153
Taxes other than income taxes 406
--------------
Total operating expenses 6,559
--------------
Operating Loss (598)
--------------
Other Income 4
--------------
Interest and financing costs 23
--------------
Loss before income taxes (617)
--------------
Income Tax Benefit:
Federal and state income taxes, net (243)
--------------
Net Loss $ (374)
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY CONTRACTING, INC.
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
ASSETS
- ------
Current Assets:
Cash $ 528
Accounts Receivable 2,282
Taxes receivable 2
Inventory 217
Prepayments and other 91
--------------
Total current assets 3,120
--------------
Special Deposits 71
--------------
Long-Lived Assets:
Other 1,623
--------------
1,623
Less: Accumulated provision for depreciation (214)
--------------
1,409
Organization costs, net 11,526
--------------
Total long-lived assets 12,935
--------------
Total Assets $ 16,126
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY CONTRACTING, INC.
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable $ 2,007
Accounts payable to affiliated companies 3,739
Accrued Taxes 24
--------------
Total current liablilities 5,770
--------------
Long-term Liabilities:
Note Payable 1,500
--------------
Stockholders' Equity:
Common stock, $1 par value - 100 shares
authorized and outstanding -
Capital surplus, paid in 9,010
Retained deficit (154)
--------------
Total stockholders' equity 8,856
--------------
Total Liabilities and Stockholders' Equity $ 16,126
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
SELECT ENERGY CONTRACTING, INC.
INCOME STATEMENT
(Unaudited)
Three Months
Ended
March 31,
2000
--------------
(Thousands
of Dollars)
Operating Revenues $ 3,156
--------------
Operating Expenses:
Other 3,094
Amortization 205
--------------
Total operating expenses 3,299
--------------
Operating Loss (143)
--------------
Other Income (6)
--------------
Interest and financing costs 94
--------------
Net Loss $ (231)
--------------
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
REEDS FERRY SUPPLY CO., INC.
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
ASSETS
- ------
Current Assets:
Cash $ 7
Accounts receivable 102
--------------
Total current assets 109
--------------
Long-Lived Assets:
Organization costs, net 282
--------------
Total long-lived assets 282
--------------
Total Assets $ 391
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable to associated companies $ 397
--------------
Total current liabilities 397
--------------
Stockholders' Equity:
Common stock, $0 par value - authorized
and outstanding 100 shares -
Capital surplus, paid in 7
Retained deficit (13)
--------------
Total stockholders' equity (6)
--------------
Total Liabilities and Stockholders' Equity $ 391
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
REEDS FERRY SUPPLY CO., INC.
INCOME STATEMENT
(Unaudited)
Three Months
Ended
March 31,
2000
--------------
(Thousands
of Dollars)
Operating Revenues $ 258
--------------
Operating Expenses:
Other 258
Amortization 5
--------------
Total operating expenses 263
--------------
Operating Loss (5)
--------------
Net Loss $ (5)
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
HEC/TOBYHANNA ENERGY PROJECT, INC.
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
ASSETS
- ------
Fixed Assets:
Other $ 17,443
--------------
17,443
Less: Accumulated provision for depreciation (16)
--------------
Total fixed assets 17,427
--------------
Special deposits 8,779
--------------
Current Assets:
Accounts receivable from affiliated companies 524
--------------
Total Assets $ 26,730
==============
CAPITALIZATION AND LIABILITIES
- ------------------------------------
Capitalization:
Common stock, $1 par value - authorized
and outstanding 100 shares $ -
Capital surplus, paid in -
Retained earnings -
--------------
Total common stockholder's equity 0
Long-term debt 26,477
--------------
Total capitalization 26,477
--------------
Current Liabilities:
Accrued Interest 253
--------------
Total Capitalization and Liabilities $ 26,730
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
YANKEE ENERGY SERVICES COMPANY
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
ASSETS
- ------
Other Property and Investments:
Nonutility property $ 6,650
Other investments 2,786
--------------
Total other property and investments 9,436
--------------
Current Assets:
Accounts receivable 7,932
Accounts receivable from affiliated companies 11
Taxes receivable 1,127
Fuel, materials, and supplies, at average cost 459
Prepayments and other 19
--------------
Total current assets 9,548
--------------
Deferred Charges:
Accumulated deferred income taxes 1,530
Goodwill 3,342
Other 13,111
--------------
Total deferred charges 17,983
--------------
Total Assets $ 36,967
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
YANKEE ENERGY SERVICES COMPANY
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Notes payable to affiliate companies $ 18,929
Accounts payable 2,623
Accounts payable to affiliated companies 34
Accrued taxes 34
Other 1,505
--------------
Total current liablilities 23,125
--------------
Deferred Credits:
Other 535
--------------
Total deferred credits 535
--------------
Stockholders' Equity:
Common stock, $0 par value - 10,000 shares
authorized and 200 shares outstanding $1
Capital surplus, paid in 13,678
Retained deficit (372)
--------------
Total stockholders' equity 13,307
--------------
Total Liabilities and Stockholders' Equity $ 36,967
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
YANKEE ENERGY SERVICES COMPANY
INCOME STATEMENT
(Unaudited)
One Month
Ended
March 31,
2000
(a)
--------------
(Thousands
of Dollars)
Operating Revenues $ 1,883
--------------
Operating Expenses:
Other 2,297
Depreciation 92
--------------
Total operating expenses 2,389
--------------
Operating Loss (506)
--------------
Other Income 248
--------------
Interest and financing costs 114
--------------
Net Loss $ (372)
==============
(a) Northeast Utilities acquired Yankee Energy System Inc. on March 1, 2000.
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
SOUTHBRIDGE POWER & THERMAL, LLC
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
ASSETS
- ------
Current Assets:
Accounts receivable $ 559
--------------
Total current assets 559
--------------
Total Assets $ 559
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Notes Payable to affiliated companies $ 356
Accounts Payable 244
--------------
Total current liabilities 600
--------------
Stockholders' Equity:
Common stock, $0 par value - authorized
and outstanding 200 shares -
Capital surplus, paid in -
Retained deficit (41)
--------------
Total stockholders' equity (41)
--------------
Total Liabilities and Stockholders' Equity $ 559
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
SOUTHBRIDGE POWER & THERMAL, LLC
INCOME STATEMENT
(Unaudited)
One Month
Ended
March 31,
2000
(a)
--------------
(Thousands
of Dollars)
Operating Revenues $ 313
--------------
Operating Expenses:
Other 359
--------------
Total operating expenses 359
--------------
Operating Loss (46)
--------------
Interest and financing costs 3
--------------
Loss before income taxes (49)
--------------
Income Tax Expense:
Federal and state income taxes, net 17
--------------
Net Loss $ (66)
==============
(a) Northeast Utilities acquired Yankee Energy System Inc. on March 1, 2000.
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
R.M. SERVICES, INC.
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
ASSETS
- ------
Other Property and Investments:
Other $ 3,014
--------------
Total other property and investments 3,014
--------------
Current Assets:
Cash 7
Accounts receivable 1,503
Accounts receivable from affiliated companies 142
--------------
Total current assets 1,652
--------------
Deferred Charges:
Accumulated deferred income taxes 20
Goodwill 14,715
--------------
Total deferred charges 14,735
--------------
Total Assets $ 19,401
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
R.M. SERVICES, INC.
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Notes payable to affiliated companies $ 1,402
Accounts payable 290
Accounts payable to affiliated companies 418
Accrued taxes 601
Other 320
--------------
Total current liabilities 3,031
--------------
Deferred Credits:
Other 131
--------------
Total deferred credits 131
--------------
Stockholders' Equity:
Common stock, $0 par value - 10,000 shares
authorized and 200 shares outstanding 1
Capital surplus, paid in 16,259
Retained deficit (21)
--------------
Total stockholders' equity 16,239
--------------
Total Liabilities and Stockholders' Equity $ 19,401
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
R.M. SERVICES, INC.
INCOME STATEMENT
(Unaudited)
One Month
Ended
March 31,
2000
(a)
--------------
(Thousands
of Dollars)
Operating Revenues $ 811
--------------
Operating Expenses:
Other 641
Depreciation 36
Taxes other than income taxes 2
--------------
Total operating expenses 679
--------------
Operating Income 132
--------------
Other Income (145)
--------------
Interest and financing costs 9
--------------
Loss before income taxes (22)
--------------
Income Tax Expense:
Federal and state income taxes, net 1
--------------
Net Loss $ (21)
==============
(a) Northeast Utilities acquired Yankee Energy System Inc. on March 1, 2000.
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the periods shown have been made.
See accompanying notes to financial statements.
NORTHEAST UTILITIES (PARENT)
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
ASSETS
- ------
Other Property and Investments:
Investments in subsidiary companies, at equity........ $ 2,858,586
Investments in transmission companies, at equity...... 16,357
Other, at cost........................................ 54
--------------
2,874,997
--------------
Current Assets:
Cash.................................................. 1,090
Notes receivable from affiliated companies............ 46,100
Notes and accounts receivable......................... 701
Accounts receivable from affiliated companies......... 2,915
Taxes receivable...................................... 1,463
Prepayments........................................... 872
--------------
53,141
--------------
Deferred Charges:
Unamortized debt expense.............................. 6
Other................................................. 5,159
--------------
5,165
--------------
Total Assets...................................... $ 2,933,303
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
NORTHEAST UTILITIES (PARENT)
BALANCE SHEET
(Unaudited)
March 31,
2000
--------------
(Thousands
of Dollars)
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common shares, $5.00 par value - Authorized
225,000,000 shares; 148,546,234 shares issued and
143,150,550 shares outstanding...................... $ 742,731
Capital surplus, paid in............................. 1,102,278
Deferred contribution plan - employee stock
ownership plan...................................... (124,626)
Retained earnings.................................... 642,092
Accumulated other comprehensive income............... 1,524
--------------
Total common shareholders' equity.................. 2,363,999
Long-term debt....................................... 132,000
--------------
Total capitalization.......................... 2,495,999
--------------
Current Liabilities:
Notes payable to banks............................... 396,000
Accounts payable..................................... 1,737
Accounts payable to affiliated companies............. 2,059
Long-term debt - current portion..................... 20,000
Accrued interest..................................... 5,921
Accrued Con Edison/Northeast Utilities merger fees... 6,143
Other................................................ 3
--------------
431,863
--------------
Accumulated deferred income taxes...................... 5,334
Other Deferred Credits................................. 107
--------------
5,441
--------------
Total Capitalization and Liabilities............. $ 2,933,303
==============
Note: In the opinion of the Company, all adjustments necessary for a fair
presentation of financial position for the period shown have been made.
See accompanying notes to financial statements.
NORTHEAST UTILITIES (PARENT)
STATEMENT OF INCOME
(Unaudited)
Three Months
Ended
March 31,
2000
--------------
(Thousands
of Dollars)
Operating Revenues.................................. $ 0
--------------
Operating Expenses:
Operation expense................................. 5,047
Federal and state income taxes.................... (1,304)
Taxes other than income taxes..................... 7
--------------
Total operating expenses..................... 3,750
--------------
Operating Loss...................................... (3,750)
--------------
Other Income:
Equity in earnings of subsidiaries................ 82,451
Equity in earnings of transmission companies...... 598
Other, net........................................ 1,280
Income taxes...................................... 360
--------------
Other income, net............................ 84,689
--------------
Income before interest charges............... 80,939
--------------
Interest Charges:
Interest on long-term debt........................ 3,330
Other interest.................................... 3,022
--------------
Interest charges............................ 6,352
--------------
Net Income for Common Shares........................ $ 74,587
==============
Earnings per Common Share........................... $ 0.55
==============
Common Shares Outstanding (average) 135,668,372
==============
Note: In the opinion of the Company, all adjustments necessary for a
fair presentation of the results of operations for the period
shown have been made.
See accompanying notes to financial statements.
Northeast Utilities
Select Energy, Inc.
Select Energy Portland Pipeline, Inc.
Northeast Generation Services Company
Select Energy Contracting, Inc.
Reeds Ferry Supply Co., Inc.
HEC/Tobyhanna Energy Project, Inc.
Yankee Energy Services Company
R.M. Services, Inc.
Southbridge Power & Thermal, LLC
Notes to Financial Statements (Unaudited)
1. About Northeast Utilities
Northeast Utilities (NU) is the parent company of the Northeast Utilities
system (NU system). Through its regulated utilities and unregulated energy
service companies, the NU system serves in excess of 30 percent of New
England's electric needs and is one of the 20 largest electric utility systems
in the country as measured by revenues. The NU system's regulated utilities
furnish franchised retail electric service in Connecticut, New Hampshire and
western Massachusetts through three wholly owned subsidiaries: The Connecticut
Light and Power Company (CL&P), Public Service Company of New Hampshire (PSNH)
and Western Massachusetts Electric Company (WMECO). Another wholly owned
subsidiary, North Atlantic Energy Corporation, sells all of its entitlement to
the capacity and output of the Seabrook Station (Seabrook) nuclear unit to PSNH
under the terms of two life-of-unit, full cost recovery contracts. A fifth
wholly owned subsidiary, Holyoke Water Power Company, is also engaged in the
production and distribution of electric power.
Several wholly owned subsidiaries of NU provide support services for the
NU system companies and, in some cases, for other New England utilities.
Northeast Utilities Service Company provides centralized accounting,
administrative, information resources, engineering, financial, legal,
operational, planning, purchasing, and other services to the NU system
companies. Northeast Nuclear Energy Company acts as agent for the NU system
companies and other New England utilities in operating the Millstone nuclear
units. North Atlantic Energy Service Corporation has operational
responsibility for Seabrook. Three other subsidiaries construct, acquire or
lease some of the property and facilities used by the NU system companies.
On March 1, 2000, NU completed the acquisition of Yankee Energy System, Inc.
(Yankee).
NU Enterprises, Inc. (NUEI) is a wholly owned subsidiary of NU and acts as a
holding company for NU's unregulated energy service companies. Select Energy,
Inc. (Select Energy), Select Energy Portland Pipeline, Inc. (SEPPI), Northeast
Generation Services Company (NGS), HEC Inc. (HEC), and Mode 1 Communications,
Inc. engage in a variety of energy related and telecommunications activities,
as applicable, primarily in the unregulated energy retail and wholesale
commodity, marketing and services fields. Select Energy Contracting, Inc.
(Select Energy Contracting), Reeds Ferry Supply Co., Inc. (Reeds Ferry) and
the HEC/Tobyhanna Energy Project, Inc. (HEC/Tobyhanna) are wholly owned
subsidiaries of HEC. Northeast Generation Company was formed to acquire
generating facilities. Yankee Energy Services Company (YESCO), R.M. Services,
Inc. (R.M. Services) and Southbridge Power & Thermal, LLC (Southbridge) are
wholly owned by certain Yankee subsidiaries. Select Energy, SEPPI, NGS, Select
Energy Contracting, Reeds Ferry, HEC/Tobyhanna, YESCO, R.M. Services, and
Southbridge are "energy-related companies" under Rule 58.
2. About Select Energy
Select Energy provides both wholesale and retail energy, and energy services
in the Northeast. In addition, Select Energy markets natural gas and develops
and markets energy-related products and services in order to enhance its core
electric service offerings and customer relationships.
Select Energy is a retail electricity supplier in the states of Connecticut,
Delaware, Maine, Massachusetts, New Hampshire, New Jersey, New York,
Pennsylvania, and Rhode Island and is a registered gas marketer with specific
local distribution companies in the states of Connecticut, Maine,
Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, and Rhode
Island. Select Energy is in the process of obtaining regulatory approval to
provide retail electric supply in the 11-state region from Maine to Maryland.
Beginning in January 2000, Select Energy's contract with NGC, to purchase 1,289
megawatts (MW) of capacity and energy significantly reduced the load-following
risk and allowed Select Energy to better manage its portfolio profitability.
On January 1, 2000, Select Energy began serving one-half of CL&P's standard
offer requirement for a 4-year period. Select Energy's obligation to service
this load requirement, which was approximately 700 MW during the first quarter
of 2000, will increase to approximately 2,000 MW in July 2000, when 100 percent
of CL&P's customers will be able to choose their electric supplier. In
addition, beginning in January 2000, Select Energy assumed responsibility for
serving 30 market-based wholesale contracts, totaling approximately 500 MW,
throughout New England with electric energy supply that was previously provided
by CL&P and WMECO.
3. About SEPPI
SEPPI was formed for the purpose of acquiring a five percent interest in the
Portland Natural Gas Transmission System partnership. Coincident with that
acquisition, Select Energy agreed to purchase capacity of 30,000 mcf/day for a
20-year term.
4. About NGS
NGS was formed to provide management, operation and maintenance services to the
electric generation market as well as to large industrial customers in the
Northeast. NGS also provides consulting services which include engineering
services, construction management, permitting, and compliance management.
5. About Select Energy Contracting
Select Energy Contracting, formerly known as HEC
International Corporation, designs, manages, and directs the
construction of, and/or installation of mechanical, water
and electrical systems, energy and other resource consuming
equipment.
6. About Reeds Ferry
Reeds Ferry was acquired by HEC in August 1999 as an equipment wholesaler to
purchase equipment on behalf of Select Energy Contracting.
7. About HEC/Tobyhanna
Effective September 30, 1999, HEC/Tobyhanna was established as a special
purpose entity to manage the assets of an Energy Savings Performance Contract
at the Tobyhanna Army Depot.
8. About YESCO
The YESCO controls division provides comprehensive building automation through
engineering, installation and maintenance of building control systems. The
YESCO mechanical services division provides comprehensive heating, ventilation,
air conditioning, boiler and refrigeration equipment services and installation.
9. About R.M. Services
R.M. Services provides consumer collection services for companies throughout
the United States.
10. About Southbridge
Southbridge was formed to operate and manage facilities at the Southbridge
Business Center (Center) located in Southbridge, Massachusetts and provides
electrical, thermal, compressed air, heated and wash-water services to tenants
at the Center. These services are included in the leases of the tenants at
the Center.
11. Public Utility Regulation
NU is registered with the Securities and Exchange Commission (SEC) as a holding
company under the Public Utility Holding Company Act of 1935 (1935 Act), and NU
and its subsidiaries are subject to the provisions of the 1935 Act.
Arrangements among the NU system companies, outside agencies and other
utilities covering interconnections, interchange of electric power and sales
of utility property are subject to regulation by the Federal Energy Regulatory
Commission (FERC) and/or the SEC. The NU system operating subsidiaries are
subject to further regulation for rates, accounting and other matters by the
FERC and/or applicable state regulatory commissions.
12. Presentation
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
13. Special Deposits
Special deposits include cash collateral posted in connection with various
power purchase and sales agreements.
14. Advance from Parent
Select Energy received cash advances totaling $29.4 million from NUEI during
1999 and intends to repay the advances upon acquisition of external financing
at an unspecified date in the future. No interest is being accrued on these
transactions. No advances were received during the three months ended
March 31, 2000.
QUARTERLY REPORT OF SELECT ENERGY, INC.
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding Company Act of 1935
and the rules and regulations of the Securities and Exchange Commission issued
thereunder, the undersigned company has duly caused this report to be signed
on its behalf by the undersigned officer thereunto duly authorized.
NORTHEAST UTILITIES
-----------------------------
(Registered Holding Company)
By: /s/ John J. Roman
-----------------------------
(Signature of Signing Officer)
John J. Roman
-----------------------------
Vice President and Controller
-----------------------------
Date: May 26, 2000
-----------------------------
August 4, 1999
Joseph Bellefeuille
Select Energy Contracting, Inc.
605 Front Street
Manchester, NH 03102
Dear Joe:
Reeds Ferry Supply Co., Inc. (RFS) agrees to provide to Select Energy
Contracting, Inc. (SECI) purchasing services for wholesale plumbing, heating,
ventilating, air conditioning, electrical and other energy-related equipment,
supplies and materials. RFS will invoice SECI on a monthly basis for all
purchases procured on their behalf. Mark-up on purchases will be negotiated
on an annual basis.
Select Energy Contracting, Inc. Reeds Ferry Supply Co., Inc.
/s/ Joseph Bellefeuille /s/ Dennis G. Morrissette
--------------------- ---------------------
Joseph Bellefeuille Dennis G. Morrissette
Senior Vice-President President
