CENTRAL & SOUTH WEST CORP
35-CERT, 1997-11-14
ELECTRIC SERVICES
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                            UNITED STATES OF AMERICA
                                   before the
                       SECURITIES AND EXCHANGE COMMISSION


PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


- ----------------------------------------------
In the matter of

EnerShop, Inc.                                         REPORT FOR PERIOD
Dallas, Texas  75266                                   July 1, 1997 to
                                                       September 30, 1997
File No.  070-08645                                    PURSUANT TO RULE 24


        This report is filed under Rule 24 of the Public Utility Holding Company
Act of 1935 by EnerShop, Inc. ("EnerShop"), a wholly owned subsidiary of Central
and South West Corporation ("CSW"). Under HCAR 35-26367, EnerShop is authorized
to provide energy and demand side management services to nonassociates; loans to
subsidiary; guarantees of subsidiary's obligations; and customer financing by
subsidiary. Attached is the information required pursuant to HCAR 35-26367.

(A)
    (1) Narrative report of activities undertaken in connection with energy and
        demand side management services. See Exhibit A.

    (2) Description and aggregate dollar value of any services received by
        EnerShop from Central and South West Services, Inc. and each of the
        electric utility subsidiary companies of CSW, by company. See Exhibit B.

(B)
    (1) Statement of Income for quarter ended September 30, 1997. See Exhibit C.

    (2) Balance sheet for period ended September 30, 1997. See Exhibit D.

    (3) Statement of cash flow for the period ended September 30, 1997. See
        Exhibit E.

    (4) Amounts and forms of currently effective CSW guarantees of and similar
        arrangements concerning the performance and undertaking of obligations
        by EnerShop. See Exhibit F.

    (5) Measure of hours spent by associate companies on services rendered to
        EnerShop. See Exhibit G.


<PAGE>


                                       S I G N A T U R E


       As requested by order of this Commission pursuant to the Public Utility
Holding Company Act of 1935, EnerShop, Inc., has duly caused this report to be
signed on its behalf on this 14th day of November 1997.



                                           EnerShop, Inc.


                                      /s/  Kenneth C. Raney, Jr.
                                           Secretary



                                                                      EXHIBIT A

      EnerShop, Inc. Energy Services and Demand-Side Management Activities
                For Period Ended Calendar Quarter September, 1997

EnerShop, Inc. is an energy services company, providing cost-effective energy
management solutions and strategies for commercial and industrial customers,
both inside and outside the service territories of the CSW electric operating
companies. EnerShop's turn-key energy efficiency and demand-side management
solutions include engineering, design specification, equipment installation,
project management and financing placement. EnerShop analyzes potential
customer's operations and identifies equipment, usage, and other changes that
will lower their overall energy bills or provide greater productivity. On most
projects EnerShop manages the efforts of several parties, including equipment
vendors, engineering firms, and subcontractors. This management allows our
customers to look to a sole-source conduit for activities that would otherwise
detract from their time and resources.

The following represents EnerShop's activities for the quarter ended September
1997:

1. Provisional Studies and Final Contract Proposals - EnerShop performed energy
audits and/or developed energy efficiency proposals for a number of commercial
customers. These studies or proposals typically consisted of a facility energy
and operational audit, estimates of energy and operational saving opportunities,
and associated equipment costs. EnerShop has signed a Letter of Intent with
several of these customers and is presently negotiating Implementation
Contracts.

EnerShop expects to provide detailed engineering studies and subsequent energy
and demand-side management projects for a number of these and other customers in
1997. EnerShop's primary focus today is the commercial business sector in Dallas
and Houston, Texas, and the service territories of the four CSW operating
companies.


                                                                      EXHIBIT B
                                 EnerShop, Inc.
                        Intercompany Service Transactions
                    For the Quarter Ended September 30, 1997



        Name                     Type of Service        Amount
- ---------------------------  -----------------------  ---------
Central and South West       Salaries, and overheads  $ 152,565
Services, Inc.               (direct and indirect)
(Wholly owned subsidiary of  in support of EnerShop
Central and South West 
Corporation)





                                                                      EXHIBIT C

                                 EnerShop, Inc.
                                Income Statement
                    For The Quarter Ended September 30, 1997
                                    Unaudited
                                     (000's)

Contract Revenue                                                   $309
Professional Service Revenue                                          5
Other Revenue                                                         1
                                                                -------
Total Revenue                                                       315

Cost of Revenue                                                     280
                                                                -------
Gross Profit                                                         35

Salaries and Employee Benefits                                      502
Marketing and General                                                40
Outside Services - CSWS                                              62
Consulting and Legal Fees                                           351
Travel and Entertainment                                             78
Administrative and General                                          119
Depreciation                                                          5
                                                                -------
Total Expenses                                                    1,157

Interest Expense                                                     64

Federal Income Taxes                                               (416)
                                                                -------

Net Income / (Loss)                                               $(772)
                                                                =======



                                                                       EXHIBIT D
                                 EnerShop, Inc.
                                 Balance Sheet
                             At September 30, 1997
                                   Unaudited
                                    (000's)


                                      ASSETS
- ------------------------------------------
Current Assets:
                 Accounts Receivable - Trade                       $255
                 Income Tax Receivable                              363
                 Prepaid Assets                                      19
                                                                -------
                 Total Current Assets                               637
                                                                -------

Work In Progress                                                    510

Plant, Property & Equipment:
                 Furniture & Fixtures                               125
                 Accumulated Depreciation / Amortization            (25)
                                                                -------
                 Net Plant, Property & Equipment                    100
                                                                -------

Other Assets:
                 Prepaid Benefits                                    64
                 Other Non-Current Assets                           333
                                                                -------
                 Total Other Assets:                                397
                                                                -------

TOTAL ASSETS                                                     $1,644
                                                                =======

                               LIABILITIES & EQUITY
- ------------------------------------------
Current Liabilities:
                 Accounts Payable - CSW                             $46
                 Accounts Payable - Trade                           113
                 Accrued Payroll & Benefits                         347
                 Accrued Interest - CSW                              21
                                                                -------
                 Total Current Liabilities                          527
                                                                -------

Note Payable - Affiliated                                         4,406

Other Deferred Credits                                               93

Equity:
                 Common Stock and Additional Paid In Capital          1
                 Retained Earnings                               (3,383)
                                                                -------
                 Total Equity                                    (3,382)
                                                                -------

TOTAL LIABILITIES & EQUITY                                       $1,644
                                                                =======



                                                                      EXHIBIT E

                                 EnerShop, Inc.
                             Statement of Cash Flows
                    For The Quarter Ended September 30, 1997
                                    Unaudited
                                     (000's)

OPERATING ACTIVITIES
  Net Income (Loss)                                             $(772)
  Depreciation                                                      5
  Change in Assets and Liabilities:
     Change in Nonaffiliated Accounts Receivable                  416
     Change in Nonaffiliated Accounts Payable                     (44)
     Change in Affiliated Accounts Payable                         20
     Change in Accrued Taxes                                      103
     Change in Other                                              275
                                                                -----
TOTAL OPERATING ACTIVITIES                                          3

INVESTING ACTIVITIES
  Construction Expenditures                                      (456)
  Note Receivable Increase / (Decrease)                          --
  Other Investing Activities                                     (323)
                                                                -----
TOTAL INVESTING ACTIVITIES                                       (779)

FINANCING ACTIVITIES
  Capital Contributions                                          --
  Change in Short Term Debt                                       775
                                                                -----
TOTAL FINANCING ACTIVITIES                                       --

                                                                -----
NET CHANGE IN CASH AND CASH EQUIVALENTS                          --
                                                                =====




                                                                       EXHIBIT F

                                 EnerShop, Inc.
                           Schedule of CSW Guarantees
                              At September 30, 1997

CSW will guarantee or act as surety on bonds, indebtedness and performance and
other obligations undertaken by EnerShop in connection with the Matagorda County
Project which involves Signet Bank's $504,000 lease.



                                                                       EXHIBIT G

                                 EnerShop, Inc.
                 Schedule of Hours Spent in Support of EnerShop
                              At September 30, 1997

                                                                        Hours
Associated Company                                                    RENDERED
Central and South West                                                   730
Services, Inc.
(Wholly owned subsidiary of CSW)





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