CENTRAL & SOUTH WEST CORP
35-CERT, 1997-10-10
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                                   April 1, 1997 to
                                                       June 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 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 June 30, 1997.  See Exhibit C.

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

    (3) Statement of cash flow for the period ended June 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 1st day of October 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 June, 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 June 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 June 30, 1997



                   Name                  Type of Service                Amount
- ------------------------------------- -----------------------         ---------
Central and South West Services, Inc. Salaries, and overheads        $   54,247
(Wholly owned subsidiary of           (direct and indirect)
Central and South West Corporation)   in support of EnerShop




                                                                      EXHIBIT C

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

Contract Revenue                                            $378
Professional Service Revenue                                   5
Other Revenue                                                  1
                                                           -----
Total Revenue                                                384

Cost of Revenue                                              240
                                                           -----
Gross Profit                                                 144

Salaries and Employee Benefits                               390
Marketing and General                                         38
Outside Services - CSWS                                       82
Consulting and Legal Fees                                    222
Travel and Entertainment                                      59
Administrative and General                                    97
Depreciation                                                   5
                                                           -----
Total Expenses                                               893

Interest Expense                                              45

Federal Income Taxes                                        (278)
                                                           -----

Net Income / (Loss)                                        $(516)
                                                           =====



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


                                      ASSETS
- --------------------------------------------
Current Assets:
                 Accounts Receivable - Trade                         $670
                 Income Tax Receivable                                466
                 Prepaid Assets                                        21
                                                                  -------
                 Total Current Assets                               1,157
                                                                  -------

Work In Progress                                                       65

Plant, Property & Equipment:
                 Furniture & Fixtures                                 115
                 Accumulated Depreciation / Amortization              (20)
                                                                  -------
                 Net Plant, Property & Equipment                       95
                                                                  -------

Other Assets:
                 Prepaid Benefits                                      60
                 Other Non-Current Assets                              13
                                                                  -------
                 Total Other Assets:                                   73
                                                                  -------

TOTAL ASSETS                                                       $1,390
                                                                  =======

                        LIABILITIES & EQUITY
- --------------------------------------------
Current Liabilities:
                 Accounts Payable - CSW                               $25
                 Accounts Payable - Trade                             178
                 Accrued Payroll & Benefits                            89
                 Accrued Interest - CSW                                15
                                                                  -------
                 Total Current Liabilities                            307
                                                                  -------

Note Payable - Affiliated                                           3,632

Other Deferred Credits                                                 61

Equity:
                 Common Stock                                           0
                 Additional Paid In Capital                             1
                 Retained Earnings                                 (2,611)
                                                                  -------
                 Total Equity                                      (2,610)
                                                                  -------

TOTAL LIABILITIES & EQUITY                                         $1,390
                                                                  =======




                                                                      EXHIBIT E

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

OPERATING ACTIVITIES
  Net Income (Loss)                                               $(516)
  Depreciation                                                        5
  Change in Assets and Liabilities:
     Change in Nonaffiliated Accounts Receivable                   (346)
     Change in Nonaffiliated Accounts Payable                        49
     Change in Affiliated Accounts Payable                         (156)
     Change in Accrued Taxes                                       (213)
     Change in Other                                                142
                                                                -------
TOTAL OPERATING ACTIVITIES                                       (1,035)

INVESTING ACTIVITIES
  Construction Expenditures                                          70
  Note Receivable Increase / (Decrease)                            --
  Other Investing Activities                                       --
                                                                -------
TOTAL INVESTING ACTIVITIES                                           70

FINANCING ACTIVITIES
  Capital Contributions                                            --
  Change in Short Term Debt                                         965
                                                                -------
TOTAL FINANCING ACTIVITIES                                         --
                                                                -------
NET CHANGE IN CASH AND CASH EQUIVALENTS                            --
                                                                =======




                                                                       EXHIBIT F

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

                                                                       Hours
Associated Company                                                    RENDERED
CSW Services, Inc.                                                      390
(Wholly owned subsidiary of CSW)





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