-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GnQ8Q/69PbmuncK3iunb0RR/+FJw9gcWTQk3aOv4R1TmH5JA9jJx0rfl36K3KEWy vuaE7MnCWWXCFrB2O1/d7g== 0000018540-97-000024.txt : 19970222 0000018540-97-000024.hdr.sgml : 19970222 ACCESSION NUMBER: 0000018540-97-000024 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19970213 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL & SOUTH WEST CORP CENTRAL INDEX KEY: 0000018540 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 510007707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08645 FILM NUMBER: 97531128 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147541000 35-CERT 1 RULE 24 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 EX-99.A 2 EXHIBIT A 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. EX-99.B 3 EXHIBIT B 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) EX-99.C 4 EXHIBIT C 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) =========== EX-99.D 5 EXHIBIT D 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 =========== EX-99.E 6 EXHIBIT E 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 $ -- =========== EX-99.F 7 EXHIBIT F 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. EX-99.G 8 EXHIBIT G 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) -----END PRIVACY-ENHANCED MESSAGE-----