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UNITED STATES Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2005 CENTRAL VERMONT PUBLIC SERVICE CORPORATION Vermont 1-8222 03-0111290 77 Grove Street, Rutland, Vermont 05701 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (802) 773-2711 N/A Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Item 2.02. Results of Operations and Financial Condition. Attached hereto as Exhibit 99.1 and incorporated herein by reference is the text of the registrant's news release issued on April 27, 2005 announcing its financial results for the first quarter ended March 31, 2005. As discussed in Exhibit 99.1, the news release contains forward-looking statements within the meaning of the federal securities laws. These statements are present expectations, and are subject to the limitations listed therein, and in Central Vermont's other filings with the Securities and Exchange Commission, including that actual events or results may differ materially from those in the forward-looking statements. The foregoing information (including Exhibit 99.1) is being furnished under "Item 2.02. Results of Operations and Financial Condition" and "Item 7.01. Regulation FD Disclosure." Such information (including Exhibit 99.1) is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934. An analyst conference call to review the first quarter 2005 results will be held on Thursday, April 28, 2005 at 2:00 p.m. Eastern Time. A live audio web cast of the conference call will be available to the public on a listen-only basis. To listen to the web cast go to www.cvps.com and click on the web cast link. Central Vermont's news releases, current financial information, SEC filings, and Investor Relations presentations are accessible at the same web site. Item 7.01. Regulation FD Disclosure. See "Item 2.02. Results of Operations and Financial Condition" above. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Central Vermont's news release dated April 27, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTRAL VERMONT PUBLIC SERVICE CORPORATION By /s/ Robert H. Young April 27, 2005 EXHIBIT INDEX Exhibit Number Description of Exhibit 99.1 Central Vermont's news release dated April 27, 2005. EXHIBIT 99.1 Central Vermont Public Service NEWS RELEASE For Immediate Release: April 27, 2005 Central Vermont reports first quarter loss resulting from March 29, 2005 Rate Order RUTLAND, VT - Central Vermont Public Service (NYSE: CV) reported a first quarter 2005 consolidated loss of $4.6 million, or 39 cents per diluted share of common stock. This compares to first quarter 2004 earnings of $10.4 million, or 82 cents per diluted share of common stock. In the first quarter of 2005, the Company recorded a $21.8 million pre-tax charge to earnings related to the Vermont Public Service Board's ("PSB") Order issued on March 29, 2005 ("Rate Order") in the rate investigation and the Company's request for a rate increase. The PSB concluded that the Company's retail rates were higher than is just and reasonable, and must be reduced. In its Order, the PSB established rates retroactive to April 7, 2004 and established new rates beginning April 1, 2005. The Rate Order, with revisions from the Company's compliance filing, included the following: 1) a 2.75 percent rate reduction beginning April 1, 2005; 2) a $6.5 million dollar refund to customers; 3) a 10 percent return on equity (reduced from 11 percent); and 4) a requirement that the gain resulting from the 2004 sale of Connecticut Valley's ("CVEC") assets be applied to the benefit of ratepayers to compensate for increased costs to the utility that resulted from costs no longer being allocated to CVEC. The fin
ancial statement impacts of the Rate Order are discussed in more detail below. "While we are disappointed by the Rate Order, management and employees at all levels of the Company are implementing action plans to address the issues at hand in a straightforward manner," said CV President Bob Young. "The Company has overcome greater problems in the past, and I have every confidence that we will resolve our current situation." Quarterly Performance Summary The analysis of year-over-year earnings for the utility business is discussed in three parts: recurring earnings from continuing operations, impacts of the Rate Order, and impacts of the 2004 CVEC asset sale. Utility Business - continuing operations Operating revenue decreased $2.3 million pre-tax, in the first quarter of 2005 compared to the same period in 2004 due to the following factors: Purchased Power costs decreased $18.5 million pre-tax, in the first quarter of 2005 compared to the same period in 2004 due to the following factors: Other factors that favorably affected 2005 first quarter results compared to the same period in 2004 included: lower interest expense due to the August 2004 bond refinancing, higher equity earnings from our investment in Vermont Electric Power Company, lower medical expenses, and higher interest and dividend income. Other factors that unfavorably affected 2005 first quarter results compared to the same period in 2004 included: higher service restoration costs due to a major storm in the first quarter of 2005, higher transmission costs associated with the NEPOOL Open Access Transmission Tariff and impairment of available-for-sale securities based on management's intent to liquidate certain securities prior to their maturity. Utility Business - Rate Order In March 2005, the Company recorded a net $8.3 million pre-tax charge to earnings. This included a $10.8 million charge to operating expense and $1.3 million to interest expense, offset by amortization of $3.8 million. In March 2005, the Company recorded a net $4.4 million pre-tax charge to earnings. This included a $6.6 million charge to operating expense, offset by amortization of $2.2 million. In March 2005, the Company recorded a net $2.7 million pre-tax charge to earnings. This included a $4.5 million charge to operating expense for the 2004 portion of the refund, a $1.7 million reduction to retail revenue for the 2005 portion and $0.3 million of other interest expense, offset by reversal of the $3.8 million regulatory liability. Utility Business - 2004 CVEC Asset Sale For accounting purposes, components of the CVEC transaction were recorded in both continuing and discontinued operations on the consolidated 2004 income statement. The gain, net of tax, totaled $12.3 million, but the Company recorded a loss on power costs, net of tax, of $8.4 million relating to termination of the power contract between the Company and CVEC. Combining the two accounting transactions, to assess the total impact of the transaction, resulted in a gain of $3.8 million, or 31 cents per diluted share of common stock, recorded in the first quarter of 2004. Non-utility Business Other Developments For the last several years, Catamount has pursued a strategy of selling off its least attractive projects and redeploying the capital in new wind projects. In addition, Catamount is seeking an equity partner to pursue growth opportunities in the future. Catamount's long-term wind development plan, including the Sweetwater projects and other U.S. and U.K. development, is proceeding according to schedule. 20 "Clearly, this rate case outcome was disappointing, but the CV management team is addressing this challenge head on," Young said. About CV Forward Looking Statements Central Vermont Public Service Corporation First quarter 2005 vs. first quarter 2004: 2004 Earnings per diluted share $.82 Year over Year Effects on Earnings: .20 (.03) (.05) (.06) (.05) Subtotal .01 (.91) Gain on discontinued operations (1.00) SFAS No. 5 loss accrual - termination of power contract .69 (.31) 2005 Loss per diluted share (.39) (a) - Excludes effect of Rate Order and 2004 SFAS No. 5 loss accrual (b) - Excludes effect of Rate Order
SECURITIES AND EXCHANGE COMMISSION
(Exact name of registrant as specified in its charter)
(State of other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
(Former name or former address, if changed since last report)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Robert H. Young, President and Chief Executive Officer
For accounting purposes, the Rate Order resulted in a $21.8 million pre-tax, or $11.2 million after-tax, unfavorable effect on utility earnings in March 2005, or a 91 cent loss per diluted share of common stock. The primary components of the pre-tax charge to earnings include:
In the first quarter of 2004, discontinued operations contributed $12.3 million, or $1.00 per diluted share of common stock to consolidated earnings, reflecting the after-tax gain resulting from the sale of the assets of CVEC. There are no remaining significant business activities related to CVEC.
Catamount recorded first quarter 2005 earnings of $0.2 million compared to first quarter 2004 earnings of $0.6 million. First quarter 2005 earnings included $1.0 million of other income related to a contingent-based fee associated with the 2004 sale of the Fibrothetford note receivable, while first quarter 2004 earnings included other income of $0.9 million related to a fee associated with Catamount's United Kingdom development efforts. Other items contributing to the first quarter variance included lower equity earnings primarily due to expiration of the Appomattox partnership lease and impairment of equity earnings for certain equity investments, offset by lower business development, miscellaneous and amortization expenses.
As a result of the unfavorable Rate Case outcome, the Company is projecting a consolidated loss in the range of 0 to 10 cents per share in 2005.
CV is Vermont's largest electric utility, serving about 150,000 customers statewide. The Company's two non-regulated subsidiaries include Catamount Energy Corporation and Eversant Corporation. Catamount invests in non-regulated energy generation projects in the United States and United Kingdom with a current focus on developing, owning and operating wind energy projects. Eversant sells and rents electric water heaters through a subsidiary, SmartEnergy Water Heating Services.
Statements contained in this report that are not historical fact are forward-looking statements intended to qualify for the safe-harbors from the liability established by the Private Securities Litigation Reform Act of 1995. Statements made that are not historical facts are forward-looking and, accordingly, involve estimates, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. Actual results will depend, among other things, upon the actions of regulators, performance of the Vermont Yankee nuclear power plant, effects of and changes in weather and economic conditions, volatility in wholesale electric markets, our ability to maintain our current credit ratings and performance of Catamount. These and other risk factors are detailed in the Company's Securities and Exchange Commission filings. The Company cannot predict the outcome of any of these matters; accordingly, there can be no assurance that s
uch indicated results will be realized. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this press release. CV does not undertake any obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this press release.
Earnings (Loss) per Diluted Share Reconciliation
Central Vermont Public Service Corporation - Consolidated |
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2005 |
2004 |
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Utility Operating Data Retail and firm sales (mWh) |
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Operating revenues: |
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Operating expenses: |
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Net (Loss) Income and Common Stock (Loss) Income from continuing operations Income from discontinued operations Net (Loss) Income Preferred stock dividend requirements (Loss) Earnings available for common stock |
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10,350 258 $10,092 |
Average shares of common stock outstanding: |
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(Loss) Earnings per share of common stock - basic: |
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(Loss) Earnings per share of common stock - diluted: |
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Non-regulated Business Earnings per basic and diluted share of common stock Eversant Corporation: Earnings per basic and diluted share of common stock |
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Media Inquiries: |
Steve Costello, Director of Public Affairs |
Contact: |
Jean H. Gibson, Senior Vice President, Chief Financial Officer and Treasurer |