UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Public Utility Holding Company Act of 1935
File No. 70-9119
Report Date: April 1, 1999 to June 30, 1999
In the Matter of:
Central and South West Corporation
CSW Energy Services, Inc.
This report is filed under Rule 24 of the Public Utility Holding Company Act of
1935 by Central and South West Corporation (CSW) pursuant to an order issued by
the Securities and Exchange Commission (SEC) dated August 24, 1998 (HCAR
35-26910). This matter requires the filing of quarterly reports by CSW to the
commission, concerning the business activities and financings carried out
pursuant to the authorizations granted by this order, to contain the following
information: (a) balance sheets and income statements for CSW Energy Services,
Inc. (Services) as of the end of the reporting period covered; (b) a statement
showing (i) revenues of Services derived from the EV Business (TotalEV) in the
states comprising the Service Areas and (ii) revenues derived from the EV
Business in all other states, both during the period covered and cumulatively;
(c) a description of expenditures and investments made by CSW and/or Services in
EV Business activities, both during the period covered and cumulatively,
including details in tabular form as to : (i) the amount(s) invested, the
identity of all other corporations, parties or joint ventures involved, the
percentage of Services' investment in joint arrangements, and a description of
the activities being conducted, (ii) third party financing used to finance EV
Business activities conducted by any entity in which CSW and/or Services has a
direct or indirect ownership interest and (iii) financing obtained by CSW and/or
Services in order to engage in EV Business activities; (d) a description of any
state utility commission findings concerning EV Business activities or related
<PAGE>
transactions, and (to be filed as exhibits) copies of all applications to, and
orders issued by, such commissions pertaining to EV Business activities or
related transactions; and (e) a narrative description of Services' EV Business
activities during the reporting period, including but not limited to, narrative
information relating to all EV Business related contracts (i) with unrelated
parties and (ii) between or among CSW system companies; and, provided further,
that no later than August 15th of each year, Applicants will file balance sheets
for Services as of June 30th of that year and income statements for Services for
the six-month period ending June 30th of the year. This report covers the period
from April 1, 1999 through June 30, 1999.
<PAGE>
The requested information for the reporting period April 1, 1999 through June
30, 1999, is as follows:
a) Services balance sheet as of June 30, 1999 and income statements for the
three and six months ended June 30, 1999 are attached as Exhibit 1 which is
being filed confidentially under Form SE.
b) i. Revenue derived from states within the service area:
For the reporting period ended June 30, 1999: $ 71,088
Inception to date: $208,099
ii. Revenue derived from states outside of the service area:
For the reporting period ended June 30, 1999: $285,958
Inception to date: $346,884
c) Description of expenditures and investments made by CSW and/or Services in
the EV business for the reporting period ended June 30, 1999 and, inception
to date, are attached in Exhibit 2.
d) State Commission findings concerning EV Business activities: None
e) Description of Services EV Business activities during the reporting period:
CSW TotalEV commenced its business of distributing electric bicycles
and related products following SEC approval in late August of 1998.
TotalEV has placed over 1,400 environmentally-friendly E-bike products
into the market during the first six months of 1999. Approximately 80
bicycle shops in eleven states are retailing electric bicycles and related
products distributed by TotalEV.
At the close of the second quarter of 1999, TotalEV had agreements to
distribute E-bikes and related products with Currie Technologies (US
ProDrive electric bikes), ZAPWORLD.COM, formerly ZAP Power Systems, (ZAP
electric bikes, adult three wheelers, and scooters) and the Electric
Transportation Company (electric bikes). Negotiations are under way with
several other electric bike manufacturers for the rights to distribute
their products. No contracts are in place with any other unrelated parties
or among CSW system companies.
<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, Central and South West Corporation has duly caused
this report to be signed on its behalf on this 13th day of August 1999.
Central and South West Corporation
CSW Energy Services, Inc.
/s/ Lawrence B. Connors
Lawrence B. Connors
Controller and Chief
Accounting Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
1 Balance sheet as of June 30, 1999 and income statements for the three
and six months ended June 30, 1999 are filed confidentially under Form SE.
2 Description of expenditures and investments made by CSW and/or Services
in the EV Business for the reporting period ended June 30, 1999 and
inception to date.
EXHIBIT 1
Page 1 of 2
CSW Energy Services, Inc
Balance Sheet
as of June 30, 1999
(unaudited)
Assets
Current Assets
Cash $ 200
Accounts Receivable - Affiliated 81,476
Accounts Receivable - Non-Affiliated 31,058
Accounts Receivable - Trade 341,448
Receivable - Taxes 1,817,668
Inventory - EV 640,547
Prepaid and Other 4,730
-----------------
Total Current Assets 2,917,127
-----------------
Property, Plant & Equipment
Furniture & Fixtures 68,518
Computer Equipment 154,895
Accumulated Depreciation/Amortization (39,204)
-----------------
Net Property, Plant & Equipment 184,209
-----------------
Deferred Charges and Other Assets 37,948
-----------------
Total Assets $ 3,139,284
=================
Liabilities & Equity
Current Liabilities
Accounts Payable - Affiliated $ 758,050
Accounts Payable - Non-Affiliated 74,157
Interest Payable 48,422
Taxes Payable 249,562
Other Current Liabilities 739,945
-----------------
Total Current Liabilities 1,870,136
-----------------
Notes Payable - Corp 11,434,820
-----------------
Equity
Capital Stock - Common 1,000
Retained (Loss) - Prior Years (7,645,741)
Retained Earnings/(Loss) - Current Year (2,520,931)
-----------------
Total Equity (10,165,672)
=================
Total Liabilities & Equity $ 3,139,284
=================
<PAGE>
EXHIBIT 1
Page 2 of 2
CSW Energy Services, Inc
Income Statement
(unaudited)
For the Three Months For the Six Months
Ended June 30, 1999 Ended June 30, 1999
------------------------------------------
Revenues
Energy Services $ 63,227 $ 327,102
Unbilled Revenues - Energy Services - (131,209)
Lignite Sales - 70,012
Electric Vehicles - TotalEV 357,047 438,273
--------------- --------------
Total Revenue 420,274 704,178
Cost of Revenues
Energy Services Costs 50,555 159,579
Lignite Costs - 70,012
Electric Vehicles - TotalEV 316,253 410,764
--------------- --------------
Total Cost of Revenues 366,808 640,355
Gross Margin 53,466 63,823
General and Administrative Expense
Operations 1,442,217 2,494,273
Sales, Customer Service, & Marketing 80,749 153,251
Employee Benefits 234,951 342,728
Outside Services 56,480 209,699
Legal 787 27,604
CSWS Allocations 54,381 114,383
Rental 106,443 216,255
--------------- --------------
Total General and Administrative
Expense 1,976,008 3,558,193
Operating Income (1,922,542) (3,494,370)
Taxes - Other than Income 33,923 103,919
Other (Income) / Deducts (2,963) (2,105)
--------------- --------------
EBITDA (1,953,502) (3,596,184)
Depreciation Expense 10,192 19,433
Interest Expense - CSW Corp 138,117 259,429
--------------- --------------
Earnings Before Income Taxes (2,101,811) (3,875,046)
Federal Income Tax Savings 735,042 1,354,116
--------------- --------------
Net Income / (Loss) $ (1,366,769) $ (2,520,930)
=============== ==============
Central and South West Corporation EXHIBIT 2
File No: 70-9119 Page 1 of 2
Report For Period: April 1, 1999 to June 30, 1999
C) Description of investments and expenditures made by CSW and/or Services in
the EV Business:
(i) Identify all other corporations, parties or joint ventures involved, the
percentage of Services' investment in joint arragements, and a
description of the activities being conducted:
INVESTMENTS
a)For the reporting period ending:June 30, 1999
<TABLE>
<CAPTION>
Parties Investing Percentage of Services' Description of Activities being
Investment Investment Conducted
------------------------------ --------- ---------- --------------------------------
<S> <C> <C> <C> <C>
NONE 0% $ - N/A
</TABLE>
b)For the cumulative period ending June 30, 1999
<TABLE>
<CAPTION>
Parties Investing Percentage of Services' Description of Activities being
Investment Investment Conducted
------------------------------ --------- ---------- --------------------------------
<S> <C> <C> <C> <C>
NONE 0% $ - N/A
</TABLE>
EXPENDITURES
a)For the reporting period ending June 30, 1999
<TABLE>
<CAPTION>
Parties Investing Percentage of Services' Description of Activities being
Investment Investment Conducted
------------------------------ --------- ---------- --------------------------------
<S> <C> <C> <C> <C>
NONE 0% $ - N/A
</TABLE>
b)For the cumulative period ending June 30, 1999
<TABLE>
<CAPTION>
Parties Investing Percentage ofServices' Description of Activities being
Investment Investment Conducted
------------------------------ --------- ---------- --------------------------------
<S> <C> <C> <C> <C>
NONE 0% $ - N/A
</TABLE>
<PAGE>
Central and South West Corporation EXHIBIT 2
File No: 70-9119 Page 2 of 2
Report For Period: April 1, 1999 to June 30, 1999
Item C (cont'd)
(ii)Third party financing used to finance EV Business activities:
a) For the reporting period ending:June 30, 1999
Amount Purpose of
Name of Third party Financed Financing
--------------------------- ---------------- ---------------------------
NONE $ - N/A
b) For the cumulative period ending June 30, 1999
Amount Purpose of
Name of Third party Financed Financing
--------------------------- ---------------- ---------------------------
NONE $ - N/A
(iii) Financing obtained by CSW and/or Services in order to engage in EV
Business activities:
The EV Business is totally financed through a combination of
internally generated funds and short-term debt by the parent company,
Central and South West Corporation.
