CENTRAL & SOUTH WEST CORP
35-CERT, 1997-05-15
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                                   January 1, 1997 to
                                                       March 31, 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 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 March 31, 1997.  See Exhibit C.

    (2) Balance sheet for period ended March 31, 1997.  See Exhibit D.

    (3) Statement of cash flow for the period ended March 31, 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 15th day of May 1997.



                                                EnerShop, Inc.


                                                /s/ Kenneth C. Raney, Jr.
                                                Secretary



                                                                      EXHIBIT A

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

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 quarter ended December 1996
through the quarter ended March 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 March 31, 1997



               Name                       Type of Service            Amount
- ------------------------------------   --------------------------  ----------
Central and South West Services, Inc.  Salaries, and overheads in    $77,635
(Wholly owned subsidiary of            support of EnerShop, Inc.
Central and South West Corporation)





                                                                      EXHIBIT C

                                 EnerShop, Inc.
                                Income Statement
                      For The Quarter Ended March 31, 1997


Contract Revenue                                            $300,557
Professional Service Revenue                                   3,333
Financing Fee Revenue                                           --
Other Revenue                                                  3,381
                                                           ---------
Total Revenue                                                307,271

Cost of Revenue                                              268,238
                                                           ---------
Gross Profit                                                  39,033

Salaries and Employee Benefits                               371,309
Marketing and General                                         46,480
Outside Services - CSWS                                       99,104
Consulting and Legal Fees                                    139,536
Travel and Entertainment                                      34,591
Administrative and General                                    48,624
Depreciation                                                   4,680
                                                           ---------
Total Expenses                                               744,324

Interest Expense                                              32,923

Federal Income Taxes                                        (258,375)
                                                           ---------

Net Income / (Loss)                                        $(479,839)
                                                           =========



                                                                      EXHIBIT D

                                 EnerShop, Inc.
                                  Balance Sheet
                              As of March 31, 1997

ASSETS

Current Assets
              Accounts Receivable                                  $324,405
              Prepaid Warranty Costs                                 22,429
              Federal Income Tax Benefit                            252,662
              Work In Progress                                      109,041
              Other                                                  18,972
                                                                -----------
              Total Current Assets                                  727,509

              Office Furniture & Equipment                          111,079
              Accumulated Depreciation                              (15,600)
                                                                -----------
              Net Furniture & Equipment                              95,479

              Prepaid Benefit Plan Costs                             26,218
                                                                -----------

Total Assets                                                       $849,206
                                                                ===========

LIABILITIES & EQUITY

Current Liabilities
              Accounts Payable - Trade                             $246,628
              Accounts Payable - Affiliated Company               2,696,429
                                                                -----------
              Total Current Liabilities                           2,943,057

                                                                -----------
Total Liabilities                                                 2,943,057
                                                                -----------

EQUITY

             Common Stock                                               100
              Additional Paid In Capital                                900
              Retained Earnings                                  (2,094,851)
                                                                -----------
              Total Equity                                       (2,093,851)
                                                                -----------

TOTAL LIABILITIES & EQUITY                                         $849,206
                                                                ===========



                                                                      EXHIBIT E

                                 EnerShop, Inc.
                             Statement of Cash Flows
                       For The Period Ended March 31, 1997


OPERATING ACTIVITIES
Net (Income) Loss                                               $(479,839)
Change in Trade Accounts Receivable                              (126,438)
Change in Work in Progress                                         29,376
Change in Fixed Assets                                                 93 
Change in Accumulated Depreciation                                  4,680 
Change in Other Assets                                            (15,790)
Change in Trade Accounts Payable                                   33,655 
Change in Affiliated Accounts Payable                             102,225 
Change in Accrued Benefit Plan Liabilities                            750 
Change in Other Liabilities                                         6,667 
Change in Accrued Federal Income Tax                              107,048 
                                                                ---------
Total Operating Activities                                       (337,573)

FINANCING ACTIVITIES
Change in Short Term Debt                                         337,573
                                                                ---------
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 March 31, 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 March 31, 1997

                                                              Hours
Associated Company                                           RENDERED
CSW Services, Inc.                                             918
(Wholly owned subsidiary of CSW)





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