CSW CREDIT INC
35-CERT, EX-99.1, 2000-08-14
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                                                                                                    EXHIBIT 1
                                                                                                  Page 1 of 5

                                                 CSW CREDIT, INC.
                                                  BALANCE SHEET

                                               AS OF JUNE 30, 2000

                                              (Thousands, Unaudited)

                                              ASSETS

     CURRENT ASSETS:
<S>                                                                                         <C>
          Cash and cash equivalents                                                         $             105
          Accounts receivable, net of allowance for doubtful
              accounts of $ 17,895                                                                  1,362,094
                                                                                              ----------------

                  Total current assets                                                              1,362,199
                                                                                              ----------------

     OTHER ASSETS:
          Deferred income taxes                                                                         7,481
          Other                                                                                         8,814
                                                                                              ----------------

                  Total other assets                                                                   16,295
                                                                                              ----------------

                  Total assets                                                              $       1,378,494
                                                                                              ================


                               LIABILITIES AND STOCKHOLDER'S EQUITY

     CURRENT LIABILITIES:
          Short-term debt                                                                   $       1,247,783
          Deferred credits                                                                             27,584
          Accounts payable -affiliated
                                                                                              2,302

          Unearned revenue                                                                              4,650
          Other liabilities
                                                                                                   2,980

                                                                                              ----------------

                  Total current liabilities                                                         1,285,299
                                                                                              ----------------

     STOCKHOLDER'S EQUITY:
          Common stock, no par; authorized 1,000 shares;
              Issued and outstanding 268 shares                                                             1
          Paid-in capital                                                                              93,194
                                                                                              ----------------

                  Total stockholder's equity                                                           93,195
                                                                                              ----------------

                  Total liabilities and stockholder's equity                                $     1,378,494
                                                                                              ================




                         The accompanying notes to the financial  statements are
an integral part of these statements.
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                                                                       EXHIBIT 1
                                                                     Page 2 of 5

                                CSW CREDIT, INC.

                              STATEMENTS OF INCOME

                          FOR THE PERIODS ENDED JUNE 30

                             (Thousands, Unaudited)

                                                                      Three Months Ended                    Twelve Months Ended
                                                                     2000             1999                2000               1999
                                                                ---------------  ---------------      --------------    -----------

<S>                                                           <C>              <C>                  <C>               <C>
REVENUES                                                      $         27,637 $         19,759     $        97,816   $      87,358
                                                                ---------------  ---------------      --------------   ------------

OPERATING EXPENSES:

     Interest                                                          11,657            8,602               45,369          41,903
     Provision for bad debts                                           11,272             6,613              31,248          23,724
     Credit line fees                                                      447              200               1,709             919
     General and administrative                                            475              466               1,963           1,742
                                                                ---------------  ---------------      --------------    ------------

                                                                        23,851           15,881              80,289          68,288
                                                                ---------------  ---------------      --------------    ------------

OPERATING INCOME                                                         3,786            3,878              17,527          19,070
                                                                ---------------  ---------------      --------------    ------------

OTHER INCOME AND (DEDUCTIONS):

     Interest income                                                         -                -                                   3
                                                                                                           293

     Tax benefit of parent company loss                                    178               81                 357             338
                                                                ---------------  ---------------      --------------    ------------

                                                                           178               81                 650             341
                                                                ---------------  ---------------      --------------    ------------

INCOME BEFORE FEDERAL INCOME TAXES                                       3,964            3,959              18,177           19,411
                                                                ---------------  ---------------      --------------    ------------

FEDERAL INCOME TAXES:

     Current                                                              4161           1,089              10,757             6,607
     Deferred                                                         (2,836)               268             (4,520)               69
                                                                ---------------  ---------------      --------------    ------------

                                                                         1,325            1,357               6,237            6,676
                                                                ---------------  ---------------      --------------    ------------

NET INCOME                                                    $          2,639 $          2,602     $        11,940   $       12,735
                                                                ===============  ===============      ==============    ============








                   The  accompanying  notes to the financial  statements  are an
integral part of these statements.

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                                                                       EXHIBIT 1
                                                                     Page 3 of 5

                                CSW CREDIT, INC.

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2000 AND 1999

                                   (Unaudited)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization

CSW Credit,  Inc.  (Company) is a wholly owned  subsidiary  of Central and South
West  Corporation  (CSW,  which became a subsidiary of American  Electric  Power
Company,  Inc.  (AEP),  effective June 15, 2000),  whose primary  business is to
purchase,  without recourse,  the accounts  receivable of certain AEP subsidiary
companies and non-affiliated  companies.  Revenue from affiliated  companies for
the  quarters  ended June 30, 2000 and 1999 were $14.2  million and $7.4 million
respectively. Significant accounting policies are summarized below:

Revenue recognition

Revenues are generally  recorded for the  difference  between the face amount of
the receivables purchased and the purchase price.

Allowance for doubtful accounts

The  Company  maintains  an  allowance  for  doubtful  accounts at a level which
reflects the amount of receivables not reasonably expected to be collected.  The
allowance  is  determined  principally  on the basis of  collection  experience.
Receivables are written off when they are determined to be uncollectable.

Federal income taxes

The Company,  together with affiliated  companies,  files a consolidated Federal
income tax return and  participates  in a tax sharing  agreement  with the other
members of the AEP System.  Federal income tax expense  resulted in an effective
rate of 32% and 33% for the quarters ended June 30, 2000 and 1999, respectively.

Deferred income taxes resulted  primarily from the differences  between book and
tax deductions for bad debt expense. The Company also recognizes the tax benefit
of operating losses allocated by the Parent Company to CSW Credit.  The Internal
Revenue  Code  provides for tax  deductions  for bad debts when they are charged
off.

Cash and Cash Equivalents

Cash equivalents are considered to be highly liquid debt  instruments  purchased
with a maturity of three months or less.  Accordingly,  the Company's  temporary
cash investments are considered cash equivalents.


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                                                                       EXHIBIT 1
                                                                     Page 4 of 5

Related party transactions

Central  and South  West  Services,  Inc.,  a wholly  owned  subsidiary  of CSW,
provides  administrative  services to the Company and is reimbursed for the cost
of such  services.  These  services  were  provided  at a cost of  $187,000  and
$258,000 for the quarters ended June 30, 2000 and 1999.

Use of estimates

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities,  revenue,  and expenses
reported in the accompanying financial statements. The estimates and assumptions
used in the  accompanying  financial  statements  are  based  upon  management's
evaluation  of the  relevant  facts  and  circumstances  as of the  date  of the
financial statements. Actual results could differ from those estimates.

Reclassification

Certain financial  statement items have been reclassified to conform to the 2000
presentation.

Basis of Accounting

These financial statements were prepared using the accrual method of accounting.

2.  REGULATION:

The Company is subject to regulation by the Securities  and Exchange  Commission
(SEC) under the Public Utility Holding Company Act of 1935, as amended.  The SEC
has approved the Company's  method of calculating  the discount  associated with
the purchase of AEP subsidiary companies' accounts receivable.

3.  SHORT-TERM DEBT:

The Company  issues  commercial  paper that is secured by the  assignment of its
receivables.  The weighted average interest rate for the quarters ended June 30,
2000 and 1999 was 6.37% and 4.90%,  respectively.  At June 30, 2000, the Company
had a  revolving  credit  agreement  aggregating  $2.0  billion  to  back up its
commercial  paper program.  At June 30, 2000, there were no borrowings under the
revolving credit agreement. At June 30, 2000 and 1999, the amounts of commercial
paper   outstanding   were   approximately   $1.3  billion  and  $818   million,
respectively.

4. ReLIANT ENERGY HL&P:

The Company entered into an agreement with Reliant Energy HL&P (formerly Houston
Lighting  &  Power  Company)  to  purchase  substantially  all  of  its  utility
receivables.  During the quarters  ended June 30, 2000 and 1999, the Company had
average   Reliant  Energy  HL&P   receivable   balances  of   $375,025,000   and
$407,464,000, respectively.


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                                                                       EXHIBIT 1
                                                                     Page 5 of 5


Prior to March 11,  1997,  the  Company was  subject to a SEC  restriction  (50%
Restriction)  which  required  the  average  amount of  non-affiliated  accounts
receivable outstanding to be less than the average amount of affiliated accounts
receivable  outstanding  for the previous twelve  calendar  months.  The Company
received SEC authority to sell excess Reliant  Energy HL&P  receivables to third
parties in order to maintain the Company's compliance with the 50% Restriction.

On March 11, 1997, the SEC issued an order granting the Company temporary relief
from the 50%  Restriction.  Under the order, the Company may purchase up to $450
million in  receivables  from  Reliant  Energy HL&P and up to $100  million from
other non-affiliated utility companies, based on a twelve-month rolling average.
This relief has been granted  through  December 31, 2000. At June 30, 2000,  the
Company was in  compliance  with the  provisions  set forth by the SEC under the
terms of the temporary relief.

5.  UNEARNED INCOME AND DEFERRED CREDITS:

When  receivables  are factored,  a discount  rate is applied.  A portion of the
discount  rate  is  related  to the  carrying  cost  of the  receivables,  which
approximates  the related  cost of  administration  and  handling.  This rate is
applied when the receivables are initially factored.  To appropriately match the
revenue received for the carrying of the receivables to their associated  costs,
a part of this income is deferred until the costs are recognized. In addition to
the carrying cost component, an agency fee is applied to receivables. The agency
revenue is also deferred, and is shown as deferred credits on the balance sheet.

6.  FINANCIAL INSTRUMENTS:

Cash, cash equivalents, and short-term debt

The fair  value  equals  the  carrying  amount as stated on the  balance  sheets
because of the short maturity of those instruments.


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