|
|
|
|
|
|
|
|
|
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.
<PAGE>
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
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)
==============
<PAGE>
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
===============
<PAGE>
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
==============
<PAGE>
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
==============
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.
<PAGE>
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.
<PAGE>
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.
|
|