CENTRAL & SOUTH WEST CORP
35-CERT, 1997-02-13
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                                        October 1, 1996 to
                                                            December 31, 1996
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) Narative report of activities undertaken in connection with energy and 
        demand side management services. See Exhibit A.

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

(B)
    (1) Statement of Income for quarter ended December 31, 1996.  See Exhibit C.

    (2) Balance sheet for period ended December 31, 1996.  See Exhibit D.

    (3) Statement of cash flow for the period ended December 31, 1996.  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.


                                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 13th day of February 1997.



                                              EnerShop, Inc.


                                       /s/ KENNETH C. RANEY, JR.
                                           Kenneth C. Raney, Jr.
                                                Secretary


                                                                      EXHIBIT A

         EnerShop Energy Services and Demand-Side Management Activities
                               Calendar Year 1996

EnerShop 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 from the quarter ended September,
1996 through the quarter ended December, 1996:

1.   Matagorda County Energy Efficiency Project (Matagorda County Texas - CPL
     service territory) - EnerShop won a competitive public bid to provide
     energy efficiency retrofits for four County facilities. The services to be
     provided include: lighting system retrofit, chiller and cooling tower
     replacement, installation of an energy management system, and annual
     preventative maintenance. The project is complete and final acceptance has
     been received.

2.   Dallas Independent School District Upgrade (Dallas County Texas )
     EnerShop joined this project as a sub-contractor to Con-Real, Inc., to
     provide project management support and installation of the mechanical
     equipment portion of this project. The project is scheduled for completion
     in the first quarter of 1997.

3.   Provisional Studies - EnerShop performed energy audits 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 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 December 31, 1996



                  Name                      Type of Service            Amount
- -------------------------------------  --------------------------  -------------
Central and South West Services, Inc.  Salaries, and overheads in  $    384,256
(Wholly owned subsidiary of            support of EnerShop, Inc.
Central and South West Corporation)

Transok, Inc.                          Rent and administrative           12,891
                                       support for Houston, TX 
                                       office.

CSW Energy, Inc.                       Salaries, and overheads in        18,609
(Wholly owned subsidiary of            support of EnerShop, Inc.
Central and South West Corporation)





                                                                      EXHIBIT C

                                 EnerShop, Inc.
                                Income Statement
                     For The Quarter Ended December 31, 1996


Contract Revenue                                    $899,479
Professional Service Revenue                          10,000
Financing Fee Revenue                                 12,600
Other Revenue                                          5,300
                                                 -----------
Total Revenue                                        927,379

Cost of Revenue                                      714,699
                                                 -----------
Gross Profit                                         212,680

Salaries and Employee Benefits                       885,905
Marketing and General                                529,700
Outside Services - CSWS                              175,552
Consulting and Legal Fees                            420,475
Travel and Entertainment                             111,547
Administrative and General                           408,923
Depreciation                                          12,514
                                                 -----------
Total Expenses                                     2,544,616

Interest Expense                                      78,875

Federal Income Taxes                                (903,529)
                                                 -----------

Net Income                                       $(1,507,282)
                                                 ===========



                                                                      EXHIBIT D

                                 EnerShop, Inc.
                                  Balance Sheet
                                December 31, 1996

ASSETS

Current Assets
          Accounts Receivable                            $197,967
          Prepaid Warranty Costs                           22,327
          Federal Income Tax Benefit                      359,711
          Work In Progress                                138,417
          Other                                            63,315
                                                      -----------
          Total Current Assets                            781,737

          Office Furniture & Equipment                    111,172
          Accumulated Depreciation                        (10,920)
                                                      -----------
          Net Furniture & Equipment                       100,252

          Prepaid Benefit Plan Costs                       26,969

                                                      ===========
Total Assets                                             $908,958
                                                      ===========

LIABILITIES & EQUITY

Current Liabilities
          Accounts Payable - Trade                       $103,285
          Accounts Payable - Affiliated Company            79,173
                                                      -----------
          Total Current Liabilities                       182,458

Long Term Liabilities
          Notes Payable - CSWC                          2,340,512
                                                      -----------
          Total Long Term Liabilities                   2,340,512

                                                      -----------
Total Liabilities                                       2,522,970

EQUITY

          Common Stock                                        100
          Additional Paid In Capital                          900
          Retained Earnings                            (1,615,012)
                                                      -----------
          Total Equity                                 (1,614,012)
                                                      -----------

TOTAL LIABILITIES & EQUITY                               $908,958
                                                      ===========




                                                                      EXHIBIT E

                                 EnerShop, Inc.
                             Statement of Cash Flows
                     For The Quarter Ended December 31, 1996


OPERATING ACTIVITIES
Net (Income) Loss                                      $1,507,282
Change in Trade Acounts Receivable                        183,317
Change in Work in Progress                                138,417
Change in Fixed Assets                                    111,172
Change in Office Furniture and Fixtures                   (10,920)
Change in Other Assets                                   (145,091)
Change in Trade Acounts Payable                           (92,213)
Change in Affiliated Acounts Payable                      103,513
Change in Accrued Benefit Plan Liabilities                 26,968
Change in Accrued Federal Income Tax                      324,161
                                                      -----------
Total Operating Activities                              2,146,606

FINANCING ACTIVITIES
Change in Short Term Debt                              (2,146,606)
                                                      -----------
Total Financing Activities                                   --

                                                      ===========
Net Change in Cash & Cash Equivalents                        --
                                                      ===========

Cash at Beginning of Period                                  --
Cash at End of Period                                        --
                                                      ===========
Net Change in Cash & Cash Equivalents                 $      --
                                                      ===========





                                                                      EXHIBIT F

                                 EnerShop, Inc.
                           Schedule of CSW Guarantees
                              At December 31, 1996

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 December 31, 1996

                                                                     Hours
Associated Company                                                  Rendered
CSW Services, Inc.                                                    3,715
(Wholly owned subsidiary of CSW)

CSW Energy, Inc.                                                        250
(Wholly owned subsidiary of
Central and South West Corporation)




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