35-CERT 1 rule24.htm RULE 24 FILE NO. 70-8411

IN THE MATTER OF

FILE NO. 70-8411

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CERTIFICATE OF NOTIFICATION PURSUANT TO RULE 24

UNDER

THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

 

Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740

Allegheny Ventures, Inc.
10435 Downsville Pike
Hagerstown, MD 21740

_____________________________

Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740

The Commission is requested to send copies of all notices, orders
and communications in connection with this Application / Declaration to:

Thomas K. Henderson                                     Anthony Wilson
Vice President and General Counsel                 Senior Counsel
Allegheny Energy, Inc.                                      Allegheny Energy Service Corporation
10435 Downsville Pike                                     10435 Downsville Pike
Hagerstown, MD 21740                                   Hagerstown, MD 21740

 

 

This certificate is filed pursuant to Rule 24 for the quarter ended June 30, 2002. Through June 30, 2002, Allegheny Energy, Inc. (Allegheny Energy) has made capital contributions to Allegheny Ventures, Inc. (Allegheny Ventures) and its subsidiaries totaling $180,058,790, resulting in second quarter activity of $11,039,538. During the second quarter of 2002, Allegheny Ventures performed studies and completed preliminary development activities in connection with the ownership of companies in the areas of emerging technologies closely related to Allegheny Energy's core business. Activities performed by Allegheny Ventures during the second quarter of 2002 included, but were not limited to the following investments. Other specific activities performed by Allegheny Ventures during the second quarter of 2002 are shown below.

I.   Description of Activities

  1. Consulting and Engineering Services

Allegheny Ventures through its subsidiaries provided engineering, consulting, procurement and distributed generation services to nonaffiliated entities and completed development and marketing activities associated with the provision of such services to nonaffiliated entities.

  1. Energy Management Services:

APS Cogenex

Allegheny Ventures and EUA-Cogenex continue to provide energy management services under the terms of their joint venture agreement for APS Cogenex. Activities related to the joint venture and the development of energy management activities have been limited to a selected focus area. There have been no efforts to expand the joint venture activities to new customers. It is anticipated that the potential for additional development projects at the selected location are limited at this time. No additional investments were made during the quarter.

Fellon-McCord Associates, Inc. / Alliance Energy Services Partnership

Allegheny Ventures provides energy consulting and management services through Fellon-McCord Associates, Inc. (Fellon-McCord), and natural gas and other energy-related services to large commercial and industrial end-use customers through Alliance Energy Services. Allegheny Ventures owns 100% of Fellon-McCord & Associates, Inc. Alliance Energy Services Partnership is owned by Allegheny Ventures (50%) and Alliance Gas Services Holdings, LLC (50%). Alliance Gas Services Holdings, LLC was formed on March 1, 2002. Alliance Energy Gas Services Holdings, LLC is 60% owned by Allegheny Ventures and 40% owned by Energy

Corporation of America (ECA). Other than the guarantees set forth in Section II, no additional investments were made in the second quarter.

C. Electric Wholesale Generators (EWGs) and Foreign Utility Companies (FUCOs)

Allegheny Ventures, through the Latin American Energy and Electricity Fund I, L.P. (LAEEF), a limited partnership formed to invest in and develop electric energy opportunities in Latin America. During the second quarter of 2002, Allegheny Ventures recorded a reserve of $3,237,000 for the probable impairment of the LAEEF investment. The impairment of the asset is due to the severe economic conditions in Latin America.

Allegheny Ventures had no new investments in Fondelec GP, LP in the second quarter of 2002. The net investment by Allegheny Ventures at June 30, 2002 was $20,689.

D. Real Estate Activities

Allegheny Ventures is engaged in various land management activities related to unused real property owned by its affiliates, including investigation of a joint venture with a real estate developer to develop and market a portion of these properties.

Allegheny Ventures application - declaration filed with the SEC in the fourth quarter of 2001, seeking authorization to transfer certain non-utility property identified as Friendship Technology Park, remains pending before the SEC due to ongoing changes in the transaction structure. No investments were made during the quarter.

E. Development Activities

Allegheny Energy Solutions, Inc. (Allegheny Energy Solutions), specializes in designing and providing comprehensive on-site power alternatives. During the second quarter, Allegheny Energy Solutions received capital contributions of $7.6 million from the parent for ongoing operations. As of June 30, 2002, Allegheny Energy had invested a total of $27.6 million in Allegheny Energy Solutions.

 

As of June 30, 2002, the Allegheny Ventures/ Leasing Technologies, Inc. (LTI) filing before the SEC had not been withdrawn pending resolution of related potential litigation. Allegheny Ventures recorded an impairment reserve in the second quarter ended June 30, 2002, of $5,500,000. Allegheny Ventures does not anticipate receiving any preferred stock dividends due to the bank covenants that prevent such payments based on cancellation of its purchase agreement to acquire LTI. In addition to the dividend clause, LTI continues to have financial difficulty due to poor economic conditions. Allegheny Ventures concluded that it is probable that the investment is impaired.

 

Allegheny Ventures had previously invested $500,000 in Utility Associates, Inc. as a direct result of a funding request viewed as software development cost. Utility Associates, Inc. has virtually no customer base and is therefore deemed probable that the investment is impaired. A reserve was recorded in the second quarter of 2002 for the amount of the investment.

  1. Communications

Allegheny Ventures, through Allegheny Communications Connect (ACC), provides state-of-the-art communications services for residential and business use. During the second quarter of 2002, Allegheny Energy made capital contributions of $3.6 million for ongoing operating expenses. As of June 30, 2002, Allegheny Energy had invested a total of $75.1 million.

II.   Guarantees or Assumption of Liabilities

Guarantees or assumption of liabilities by Allegheny Energy on behalf of Allegheny Ventures or its subsidiaries:

                     List any actual amounts placed during the second quarter:

                            Alliance Energy Services Partnership               $37.9 million1

III.   Services Provided by Allegheny Ventures to Associate Companies:

        Except as stated above, Allegheny Ventures did not provide any services to associate companies during the second quarter of 2002.

IV.   Factoring Activities:

        Allegheny Ventures did not perform any activities associated with the factoring of accounts receivable during the second quarter of 2002.

1 In the first quarter of 2002, Allegheny Energy, authorized / pledged to issue up to $100 million in guarantees in support of the trading activities of Fellon-McCord and Alliance Gas Services. As of June 30, 2002, $37.9 million in parent guarantees, excluding potential legal fees, had been issued.

 

 

                                                                            ALLEGHENY ENERGY, INC.

                                                                            ALLEGHENY VENTURES, INC.

                                                                            By: /S/ MARLEEN BROOKS

                                                                            Marleen Brooks

                                                                            Secretary

 

 

 

Dated: August 29, 2002

 

 

 

Allegheny Ventures, Inc.

Consolidated Statement of Operations

Unaudited

Unaudited

Three Months Ended

Six Months Ended

(Thousand of dollars)

June 30,

June 30,

2002

2002

Operating revenues:

       $132,741

       $284,064

Cost of revenues:

  Natural gas purchases

        111,017

        229,586

  Other

         13,339

         39,488

    Cost of revenues

        124,356

        269,074

    Net revenues

          8,385

         14,990

Other operating expenses:

  Operation expense

          5,552

         10,810

  Depreciation and amortization

            385

          1,245

  Taxes other than income taxes

            404

            634

    Total other operating expenses

          6,341

         12,689

    Operating income

          2,044

          2,301

Other income and expenses

         (9,111)

        (10,876)

Interest charges

            200 

            195 

Consolidated loss before income taxes and

               

               

   minority interest

         (7,267)

         (8,770)

Federal and state income tax benefit

         (2,825)

         (3,766)

Minority interest

             75

            196

Consolidated net loss

       $ (4,517)

       $ (5,200)

 

Allegheny Ventures, Inc.

Consolidated Balance Sheet

(Thousands of dollars)

Unaudited

June 30, 2002

ASSETS:

   Property, Plant, and Equipment:

        At original cost

      $ 46,277

        Accumulated depreciation

        (3,314)

        42,963

   Investments and Other Assets:

        Excess of cost over net assets acquired

        30,697

        Nonutility investments

        40,174

        Intangible assets

        16,531

        87,402

Current Assets:

        Cash and temporary cash investments

        22,625

        Accounts receivable:

            Electric service

        18,565

            Other

        51,118

        Allowance for uncollectible accounts

        (2,974)

        Materials and supplies - at average cost:

            Operating and construction

         4,488

            Fuel

           987

        Natural gas retail contracts

        11,826

        Income taxes receivable

         4,766

        Prepaid taxes

            54

        Other

           380

       111,835

   Deferred Charges:

        Natural gas retail contracts

         2,779

        Deferred income taxes

         7,422

        Other

           530

        10,731

   Total Assets

      $252,931

 

Allegheny Ventures, Inc.

Consolidated Balance Sheet (Cont'd)

(Thousands of dollars)

Unaudited

June 30, 2002

CAPITALIZATION & LIABILITIES:

  Capitalization:

        Common stock

      $      1

        Other paid in capital

       180,058

        Retained earnings

       (41,431)

        Other comprehensive income

          (445)

   

       138,183

   Long-term debt

        10,500

      

       148,683

   Current Liabilities:

        Accounts payable

        53,913

        Accounts payable affiliates, net

         2,347

        Deferred income taxes

            29

        Taxes accrued:

          Federal and state taxes

         3,996

          Other

           178

        Natural gas retail contracts

        26,279

        Interest accrued

            53

        Other

        10,966

        97,761

        Minority interest

         2,954

    Deferred Credits

        Natural gas retail contracts

         3,400

        Other

           133

        

         3,533

 Total Capitalization and Liabilities

      $252,931