-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MlaTWu+f3Js1xSIw1HVACpts/A92plqfNrYfVQV47m9FeoSVnUyWXUpsVT0j8TlS NwkxYMuHSm0SDMDQtp+uBg== 0000202584-95-000004.txt : 19950515 0000202584-95-000004.hdr.sgml : 19950515 ACCESSION NUMBER: 0000202584-95-000004 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950214 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: 070-08002 FILM NUMBER: 95509792 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 * CERTIFICATE ENTERGY ENTERPRISES, INC. * PURSUANT TO RULE 24 * File No. 70-7851 * File No. 70-7947 * File No. 70-8002 * File No. 70-8010 * File No. 70-8105 * * (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 (Act), modified by the application(s) - declaration(s), as amended, in the above referenced files and the related orders dated July 25, 1991, December 14, 1992(2), December 28, 1992 and July 8, 1993, respectively, this is to certify that the following transactions were carried out during the three (3) months ended December 31, 1994 by Entergy Enterprises, Inc. (formerly Electec, Inc.) pursuant to the authorization of the SEC. Programs Authorized Pursuant to the Orders, Entergy Enterprises, Inc. (Enterprises) was authorized during the quarter ended December 31, 1994 to (a) conduct preliminary development activities with respect to various investment opportunities for the Entergy System, (b) market management, operating, technical, training and other expertise and intellectual properties developed by System companies to non-affiliates, (c) render various consulting services to certain affiliated companies in connection with investments in Argentina, (d) be responsible for marketing the expertise of Entergy Power, Inc. (EPI) gained through its bulk power business, (e) provide certain management and support services to associate companies excluding those which are affiliated retail electric companies, exempt wholesale generators, or foreign utility companies, and (f) develop and field test a proposed telecommunications system for advanced energy management and other utility applications. During the quarter, Enterprises participated in the following: I. Preliminary Development Activities Enterprises has been engaged in preliminary development activities relating to investigating sites, research, contract drafting and negotiations, acquiring options or rights, partnership selection and other activities necessary to identify and analyze investment opportunities for Entergy Corporation (Entergy). These development activities include domestic and international opportunities. During the quarter, Enterprises expended $3,321,901 for preliminary development activities associated with potential investments that would qualify as "exempt wholesale generators" under Section 32(a) of the Act. In addition, Enterprises expended $1,032,208 for preliminary development activities associated with potential investments that would qualify as "foreign utility companies" under Section 33 of the Act. Enterprises also expended $39,094 for preliminary development activities associated with potential investments that would qualify as "nonutility business." Finally, Enterprises expended $1,520,775 and $290,790 for preliminary development activities associated with retail service activities and non-exempt domestic wholesale generating and transmission facilities, respectively. II. Management Services Provided to Associate Companies Enterprises provided certain management and support services to its associate companies, EPI, Entergy S.A., Entergy Argentina S.A., Entergy Systems and Service, Inc. (Entergy SASI), Entergy Power Development Corporation (EPDC), Entergy Power Asia, Ltd. (EPAL), and Entergy Pakistan, Ltd. (EPL). In regard to EPI, these services included marketing of EPI capacity and energy to other utilities at wholesale, preparation of contracts and regulatory filings, oversight of plant operations and maintenance by plant operators, and procurement of transmission services. In regard to Entergy S.A., Entergy Argentina S.A., Entergy SASI, EPDC, EPAL, and EPL, these services were related to management oversight. III. Consulting Activities with Non-Associate Companies Enterprises, under contract with Louisiana Hydroelectric Ltd. Partnership, continues to provide an array of technical services/support for a hydro electric transmission line project. Certain Entergy Services, Inc. personnel are providing the services. IV. First Pacific Networks, Inc. Transactions A. Description of Progress in Development and Testing of CCLM/AFS During the fourth quarter of 1994, Enterprises and First Pacific Networks, Inc. (FPN) continued the development and modification of FPN's PX System in order to create a Customer Controlled Load Management/Automated Feedback System (CCLM/AFS) for advanced energy management and other utility applications. During this period, the testing of the system revealed a potential problem with the in-house communications protocol. A decision has been made to replace the existing proprietary in- home communications protocol with a more open system. This is requiring some hardware and software changeouts and/or upgrades to both the in-home network and the Intelligent Utility Units. All changeouts and upgrades should be completed during the first quarter of 1995. Further testing will continue after these changes are made. B. Costs and Revenues Re: CCLM/AFS Total costs incurred by Enterprises in connection with the development, field testing and marketing of CCLM/AFS during the three month period ending December 31, 1994 were $1,356,732. Total costs incurred by FPN and billed for 1993 and 1994 in connection with the development, field testing and marketing of CCLM/AFS were $1,173,432. No billings have been received from FPN for product development since April 1993 and for field testing since July 1994. Enterprises received $350,000 from Sprint in connection with the CCLM/AFS product. In exchange for this fee, Sprint and Southern Company are allowed to obtain information from the field testing of the CCLM/AFS product. V. Financing, Amortization and Financial Statements During the three months ended December 31, 1994: A. Enterprises incurred amortization expenses relating to the FPN license in the amount of $156,517 and to the organization of Entergy SASI in the amount of $6,307. B. Enterprises' unaudited unconsolidated Balance Sheet and unconsolidated Income Statement for the twelve month period ended December 31, 1994 are included as Exhibit 1. IN WITNESS WHEREOF, the undersigned companies have caused this certificate to be executed on this 13th day of February, 1995. ENTERGY CORPORATION By: /s/ Gerald D. McInvale Gerald D. McInvale Senior Vice President and Chief Financial Officer ENTERGY ENTERPRISES, INC. By: /s/ Terry L. Ogletree Terry L. Ogletree Executive Vice President EX-99 2 Exhibit 1 Page 1 of 3 ENTERGY ENTERPRISES, INC. UNCONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1994 (UNAUDITED) ASSETS PROPERTY Furniture and Equipment $ 1,102,393.79 Intangible Assets 75,684.89 --------------- Total Property 1,178,078.68 --------------- INVESTMENTS Investment in FPN 6,688,705.35 Investment in Entergy SASI, Inc. 13,500,000.00 Earnings from Entergy SASI, Inc. (16,246,947.23) Special Deposits 30,000.00 -------------- 3,971,758.12 -------------- CURRENT & ACCRUED ASSETS Cash 3,877,744.48 Working Funds/Travel Advances 52,850.00 Temporary Cash Investments 0.00 Accounts Receivable 45,244.23 Accounts Receivable - Associated Companies 9,577,119.93 Accrued Interest 0.00 -------------- Total Current and Accrued Assets 13,552,958.64 -------------- DEFERRED DEBITS FPN License (Net of Amortization) 2,243,410.80 Accumulated Deferred Income Tax-Fed & State 3,440,593.50 Miscellaneous Deferred Debits 0.00 -------------- Total Deferred Debits 5,684,004.30 -------------- Total Assets $24,386,799.74 ============== These are interim financial statements prepared without notes. Exhibit 1 Page 2 of 3 ENTERGY ENTERPRISES, INC. UNCONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1994 (UNAUDITED) CAPITAL Common Stock $ 54,400,000.00 Retained Earnings (29,366,245.13) Retained Earnings - Unrealized Holding Losses (2,842,534.65) ---------------- Total Capital 22,191,220.22 ---------------- LIABILITIES CURRENT & ACCRUED LIABILITIES Accounts Payable 1,433,794.27 Accounts Payable to Associated Companies 224,150.44 Taxes Accrued (2,896,487.28) Tax Collections Payable 86,986.81 Miscellaneous Current & Accrued Liabilities 1,313,294.63 ---------------- Total Current & Accrued Liabilities 161,738.87 ---------------- DEFERRED CREDITS Other Deferred Credits 2,033,840.65 ---------------- Total Deferred Credits 2,033,840.65 ---------------- Total Liabilities 2,195,579.52 ---------------- Total Capital & Liabilities $ 24,386,799.74 ================ These are interim financial statements prepared without notes. Exhibit 1 Page 3 of 3 ENTERGY ENTERPRISES, INC. UNCONSOLIDATED INCOME STATEMENT TWELVE MONTHS ENDED DECEMBER 31, 1994 (UNAUDITED) REVENUE Services Rendered Non-Associates $ 212,489.45 Services Rendered Associates 11,818,915.14 Equity in Earnings of Subsidiaries (10,887,245.38) Interest Income 106,179.49 Miscellaneous Income 548,164.19 ----------------- Total Revenue 1,798,502.89 ----------------- EXPENSES Salaries, Wages and Benefits 7,339,226.48 Outside Services 6,911,732.06 Rent 597,618.28 Administrative and General 2,221,101.49 Active Development Reserve 115,460.79 Insurance 35,664.20 Directors' Fees and Expenses 37,481.00 ----------------- Total Administrative and General Expense 17,258,284.30 ----------------- Taxes Other Than Income (10,886.24) Depreciation and Amortization 417,883.61 Amortization of SASI Organization Costs 25,227.22 Amortization of FPN Organization Costs 826,068.15 Miscellaneous Expenses 36,322.33 ----------------- Total Expenses 18,552,899.37 ----------------- Interest Expense 0.00 ----------------- Income (Loss) Before Income Taxes (16,754,396.48) Income Taxes - Federal (Benefit) (1,218,207.62) Income Taxes - State (Benefit) (241,781.66) Provision for Deferred Income Taxes - Federal (678,114.91) Provision for Deferred Income Taxes - State (134,587.69) ----------------- Net Income (Loss) $ (14,481,704.60) ================= These are interim financial statements prepared without notes. -----END PRIVACY-ENHANCED MESSAGE-----