-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FdeDoQyUvvn5tltpsoLCSNibKepO1gptLEclFSw30cXuPG2gIdgdcCChcUBCXf0t EZrvPBmNALuqPRSjCfKAdw== 0000065984-95-000065.txt : 19951120 0000065984-95-000065.hdr.sgml : 19951120 ACCESSION NUMBER: 0000065984-95-000065 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951116 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 135550175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-07947 FILM NUMBER: 95593916 BUSINESS ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 BUSINESS PHONE: 5045295262 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY GSU HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY CORP /FL/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH UTILITIES INC DATE OF NAME CHANGE: 19890521 35-CERT 1 UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. In the Matter of . . Entergy Corporation . Entergy Enterprises, Inc. . Entergy Systems and Service, Inc. . formerly Systems and Service U.S.A., Inc. . CERTIFICATE PURSUANT . TO RULE 24 File No. 70-7947 . File No. 70-8509 . . (Public Utility Holding Company . Act of 1935) . Pursuant to Rule 24 promulgated by the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935, as amended, modified by the application(s)- declaration(s) in the above referenced files and the related orders dated December 28, 1992 and July 27, 1995 (collectively, the "Orders"), this is to certify that the following paragraphs report transactions carried out by Entergy Systems and Service, Inc. (ESASI) during the three (3) months ended June 30, 1995 pursuant to the authorization of the SEC and provide such other information as is required to be reported in accordance with the provisions of the Orders. I. Development of Energy Efficiency Technology and Manufacturing Processes of Systems & Service International, Inc. (SASI) As reported in ESASI's Supplemental Rule 24 Certificate, dated May 5, 1995, in File No. 70-7947, on April 20, 1995 ESASI entered into a number of transactions with SASI. These transactions included the execution of an Asset Purchase Agreement pursuant to which ESASI purchased all of SASI's right, title and interest in the Electronic Ballast Device and certain other energy efficiency technologies developed or under development by SASI (exclusive of the Monitor). ESASI does not believe that SASI is currently pursuing the development of any other energy efficiency technologies. ESASI also reported in the above referenced Supplemental Rule 24 Certificate that, concurrently with the above transactions, SASI transferred substantially all of its assets and liabilities (including its manufacturing operations) to Systems & Service International Manufacturing, L.P. (the "Partnership"). The Partnership, in turn, was assigned all of SASI's rights and obligations under the Exclusive Distribution Agreement, as amended, and entered into a Manufacturing Agreement with ESASI pursuant to which it agreed to continue to manufacture the Electronic Ballast Device for ESASI at current pricing levels for a minimum term of one year. Section D of the First Amendment to the Exclusive Distribution Agreement provides that the Partnership "will exercise its reasonable best efforts to reduce the cost of producing the Products." Consistent with this obligation, the Partnership has continued the operational planning relating to the automation of production lines initiated by SASI. II. Use of SASI's Products Within the BASE Region As set forth above, on April 20, 1995 SASI assigned the Exclusive Distribution Agreement, as amended, to the Partnership. The Monitor is, therefore, currently manufactured and supplied to ESASI by the Partnership pursuant to the terms of that Agreement. ESASI and the Partnership also entered into a Manufacturing Agreement providing for the Partnership to continue to manufacture and supply the Electronic Ballast Device for ESASI. ESASI has utilized the Monitor and the Ballast in energy service applications in the "Base Region." The following is a summary which indicates such installations and projected energy conservation which will result in savings of generating capacity. Number of Annual Projected Installations Savings kw's kwh's 200 1,833.93 10,777,834.88 III. Summary of Total Assets and Revenues of ESASI By Type of Activity Energy Management Funding of other & DSM Consulting Contractors Total Assets * $40,217,472.94 Total Revenues $7,501,795.44 * Excludes assets that are not appropriately allocated to any specific business activity, but which support ESASI's general business operations. IV. Summary of Total Assets and Revenues of ESASI By Geographic Region U.S. (excluding World (excluding Base Region Base Region) U.S.) Total Assets ** $9,787,854.75 $12,623,644.05 Total Revenues $3,774,184.03 $3,727,611.41 ** Excludes assets that are not dedicated to ESASI's business activities in any specific geographic region. V. Financial Statements ESASI's unaudited Balance Sheets, as of June 30, 1995, and as of the reporting date, respectively, and Income Statements for the three month periods ending June 30, 1995, and for the calendar year to date, respectively, are attached hereto. IN WITNESS WHEREOF, the undersigned companies have caused this certificate to be executed this 15th day of November, 1995. Entergy Corporation By: /s/ Michael G. Thompson Michael G. Thompson Senior Vice President General Counsel and Secretary Entergy Enterprises, Inc. By: /s/ Michael G. Thompson Michael G. Thompson Senior Vice President- Law and Secretary Systems and Service U.S.A., Inc. (now Entergy Systems and Service,Inc.) By: /s/ Michael G. Thompson Michael G. Thompson Vice President and Secretary EX-99 2 Entergy Systems and Service, Inc. Statement of Operations For the Quarter Ended June 30, 1995 (Unaudited) Revenue $ 7,501,795.44 Cost of Goods Sold 5,323,729.15 -------------- Gross Margin 2,178,066.29 Selling, general and administrative expenses: Salaries and wages 4,227,418.67 Other 4,805,389.16 -------------- Operating loss (6,854,741.54) Other income 340,066.78 Interest expense 1,554,944.74 -------------- Loss before income taxes (8,069,619.50) Income taxes (2,824,366.82) -------------- Net loss $(5,245,252.68) ============== Entergy Systems and Service, Inc. Balance Sheet June 30, 1995 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 56,106,628.30 Accounts receivable 3,261,970.55 Other current assets 305,478.90 --------------- Total current assets 59,674,077.75 --------------- Furniture, fixtures and equipment, net 7,247,570.69 Equipment Inventory - held for 17,805,974.14 installation Installations-in-process 3,933,259.44 Installed equipment 10,549,101.11 Loan receivable from affiliate 2,700,000.00 Goodwill, net 871,166.15 Deferred taxes 8,933,792.97 Other assets 31,867,464.62 --------------- $143,582,406.87 =============== LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Accounts payable $ 841,723.46 Accrued liabilities 649,154.86 Current portion of capital lease 157,927.22 obligations --------------- Total current liabilities 1,648,805.54 --------------- Note payable to parent 0.00 Deferred credit - Sanwa 7,766,998.42 Deferred service contract revenue 13,704,171.35 Accrued maintenance costs 613,259.84 Capital lease obligations 254,380.49 Long-term Liabilities 7,932,675.00 --------------- Total liabilities 31,920,290.64 --------------- Shareholder's equity: Common stock, no par value, 50,000 shares authorized, 13,500 shares issued and outstanding 13,500,000.00 Paid-in Capital 125,000,000.00 Accumulated deficit (26,837,883.77) --------------- Total shareholder's equity 111,662,116.23 --------------- $143,582,406.87 =============== Entergy Systems and Service, Inc. Total Assets & Revenues by Activity June 30, 1995 (Unaudited) Assets by Activity: Energy Management & DSM Services $ 19,149,528.25 =============== Revenues by Activity: Energy Management & DSM Services $ 7,501,795.44 ============== Entergy Systems and Service, Inc. Total Assets & Revenues by Geographic Region June 30, 1995 (Unaudited) Assets by Region: Inside Base Region $ 8,160,131.45 Outside Base Region 10,989,396.80 --------------- Total Assets $ 19,149,528.25 =============== Revenues by Region: Inside Base Region $ 3,774,184.03 Outside Base Region 3,727,611.41 -------------- Total Revenues $ 7,501,795.44 ============== EX-99 3 Entergy Systems and Service, Inc. Statement of Operations Year-to-Date October 31, 1995 (Unaudited) Revenue $ 7,589,884.02 Cost of Goods Sold 4,220,892.73 ------------------ Gross Margin 3,368,991.29 Selling, general and administrative expenses: Salaries and wages 14,677,967.54 Other 16,053,128.86 ------------------ Operating loss (27,362,105.11) Other income 1,754,661.40 Interest expense 3,603,597.17 ------------------ Loss before income taxes (29,211,040.88) Income taxes (10,225,725.78) ------------------ Net loss $ (18,985,315.10) ================== Statement of Operations as of the reporting date. Entergy Systems and Service, Inc. Balance Sheet October 31, 1995 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 47,088,717.79 Accounts receivable 1,793,904.45 Other current assets 177,159.66 ------------------ Total current assets 49,059,781.90 ------------------ Investments: Investment in SASI, Inc. - Note Receivable - SASI, Inc. 2,700,000.00 HES Service Contracts, net 4,326,208.30 ------------------ Total investments 7,026,208.30 ------------------ Fixed Assets: Furniture and equipment, net 9,425,394.68 Intangible Assets, net 745,202.08 Equipment Inventory - held for 14,798,329.26 installation Installations-in-process 9,102,099.33 Installed equipment 22,750,009.22 ------------------ Total fixed assets 56,821,034.57 ------------------ Deferred Debits: Miscellaneous Debits 4,966,327.33 SASI Technology 14,843,951.13 Deferred Income Taxes 6,328,706.78 Other Assets, net 5,324,225.76 ------------------ Total deferred debits 31,463,211.00 ------------------ TOTAL ASSETS $ 144,370,235.77 ================== Balance Sheet as of the reporting date. Entergy Systems and Service, Inc. Balance Sheet October 31, 1995 (Unaudited) LIABILITIES AND CAPITAL Current & Accrued Liabilities: Accounts Payable $ 2,456,188.87 Accrued Liabilities 1,149,422.09 Current Portion of Capital Lease 157,873.22 Obligations ------------------ Total current liabilities 3,763,484.18 ------------------ Long-Term Liabilities: Note payable to parent 0.00 Capital lease obligations 215,937.34 Long-term Liabilities 7,595,330.00 ------------------ Total long-term liabilities 7,811,267.34 ------------------ Deferred Credits: Service Contract Revenue 29,527,746.58 ------------------ Total deferred credits 29,527,746.58 ------------------ Total liabilities 41,102,498.10 ------------------ Capital: Common stock, no par value, 50,000 shares authorized, 13,500 shares issued and outstanding 13,500,000.00 Paid-in Capital 125,000,000.00 Accumulated deficit (35,232,262.33) ------------------ Total capital 103,267,737.67 ------------------ TOTAL LIABILITIES & CAPITAL $ 144,370,235.77 ================== Balance Sheet as of the reporting date. -----END PRIVACY-ENHANCED MESSAGE-----