-----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, LXTpNqbVO7sjnHhr1OOqvjn501qAAGntO1AwqdovnUFO30mguuRhmdJ82xXpOHGc 2JmU6mEeONh2WIguEBjLtA== 0000899652-03-000027.txt : 20030428 0000899652-03-000027.hdr.sgml : 20030428 20030428152122 ACCESSION NUMBER: 0000899652-03-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030428 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11377 FILM NUMBER: 03666669 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132872644 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET STREET 2: P.O BOX 960 CITY: CINCINATI STATE: OH ZIP: 45202 8-K 1 form8k.txt SECURITIES AND EXCHANGE COMMISSION 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 28, 2003 CINERGY CORP. (Exact Name of Registrant as Specified in Its Charter) Commission Registrant, State of Incorporation, I.R.S. Employer File Number Address and Telephone Number Identification No. 1-11377 CINERGY CORP. 31-1385023 (A Delaware Corporation) 139 East Fourth Street Cincinnati, Ohio 45202 (513) 421-9500 Item 12. Results of Operation and Financial Condition The information in this Form 8-K is furnished under "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216. The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. CINERGY REPORTS INCREASED FIRST QUARTER EARNINGS CINCINNATI - Cinergy Corp. (NYSE:CIN) today reported first quarter 2003 earnings of $0.95 per share on a diluted basis, compared with earnings of $0.52 per share on a diluted basis in the first quarter 2002. Results for the first quarter 2003 included a net gain of $0.15 per share, as compared to a charge of $0.06 per share for the same period in 2002, for the cumulative effect of a change in accounting principles. Also included in the first quarter results for 2002 was a charge of $0.02 related to unrecoverable costs from a gas distribution rate order. First quarter earnings from the Energy Merchant segment were $0.55 per share in 2003 compared with $0.11 in the same period in 2002. Excluding the net gain of $0.21 per share from the required change in accounting principles, the remaining increase of $0.23 per share was primarily attributable to improved marketing, trading and origination results and better performance in the generation and supply contracts area. First quarter average wholesale electricity and gas prices were up 85 percent and 150 percent, respectively, over the same period in 2002. First quarter earnings from the Regulated Operations segment were $0.43 per share in 2003 compared with $0.44 per share a year earlier. Colder than normal weather was offset by increased operating and depreciation expenses. Heating degree-days for the quarter were up 22 percent from the same quarter last year. The Power Technology and Infrastructure Services segment lost $0.03 per share, which was comparable to last year's results. New winter peak load records were set in January for Cinergy and its operating companies, PSI Energy, Inc., and The Cincinnati Gas & Electric Company. Cinergy's winter peak increased 5.3 percent to 9,624 megawatts, while PSI's peak increased 6.3 percent and CG&E's increased 2.7 percent. In the first quarter, the company further strengthened its balance sheet with a common stock offering of approximately 5.7 million shares. The net proceeds of about $175 million from the transaction are being used to reduce short-term debt. PSI filed its case-in-chief testimony at the Indiana Utility Regulatory Commission seeking a rate increase of approximately 15 percent primarily reflecting the addition of peaking plants, the repowering of the Noblesville Generating Station thus increasing its capacity, capital investments to meet new emission reduction requirements for nitrogen oxides and capital improvements to the transmission and distribution system. In addition to the change in accounting principles referenced earlier, the company also adopted the Emerging Issues Task Force (EITF) Issue 02-03, under which realized and unrealized gains and losses on most energy trading contracts are now reported "net" rather than "gross" in the income statement. This results in reductions in reported operating revenues, fuel and purchased power expenses and gas purchased expenses but has no effect on operating income or net income. Cinergy Corp. has a balanced, integrated portfolio consisting of two core businesses: regulated operations and energy merchant. Cinergy owns regulated delivery operations in Ohio, Indiana, and Kentucky that serve 1.5 million electric customers and about 500,000 gas customers. In addition, its Indiana regulated operations own 7,000 megawatts of generation. Cinergy's energy merchant business is a Midwest leader in low-cost generation owning 6,300 megawatts of capacity with a profitable balance of stable existing customer portfolios, new customer origination, marketing and trading, and industrial-site cogeneration. The "into Cinergy" power-trading hub is the most liquid trading hub in the nation. This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on management's beliefs and assumptions. These forward-looking statements are identified by terms and phrases such as "anticipate", "believe", "intend", "estimate", "expect", "continue", "should", "could", "may", "plan", "project", "predict", "will", and similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to, unanticipated weather conditions; unscheduled generation outages; unusual maintenance or repairs; unanticipated changes in costs; environmental incidents, including costs of compliance with existing and future environmental requirements; electric transmission or gas pipeline system constraints; legislative and regulatory initiatives; additional competition in electric or gas markets and continued industry consolidation; financial or regulatory accounting principles; political, legal, and economic conditions and developments in the countries in which we have a presence; changing market conditions and other factors related to physical energy and financial trading activities; the performance of projects undertaken by our non-regulated businesses and the success of efforts to invest in and develop new opportunities; availability of, or cost of, capital; employee workforce factors; delays and other obstacles associated with mergers, acquisitions, and investments in joint ventures; and costs and effects of legal and administrative proceedings, settlements, investigations, and claims. Please refer to the company's SEC filings for additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to update the information contained herein. Attached hereto as Exhibits 99.1 and 99.2 are summaries of Cinergy's unaudited consolidated financial information for the first quarter 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CINERGY CORP. Dated: April 28, 2003 By: /s/R. Foster Duncan Name: R. Foster Duncan Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Description Number 99.1 Cinergy Corp. Consolidated Statements of Income and Comprehensive Income For the Periods Ended March 31, 2003 and 2002 (unaudited) 99.2 Cinergy Corp. Business Segment Summary Information For the Quarter Ended March 31, 2003 (unaudited) EX-99 2 bussegearn.txt CINERGY CORP. BUSINESS SEGMENT SUMMARY INFORMATION For the Quarter Ended March 31 (unaudited) (dollars in thousands, except per share amounts) 2003 2002 ---- ---- Energy Merchant - --------------- Net Income $97,105 $16,638 Earnings Per Share - diluted $0.55 $0.11 Electricity Trading Volumes (Mwhs) 33,397,383 21,624,202 Physical and Financial Gas Trading Volumes (Bcf/d) 64.0 58.9 Regulated Operations - -------------------- Net Income $74,069 $72,797 Earnings Per Share - diluted $0.43 $0.44 Electric Retail MWH Sales and Transportation 13,174,580 12,368,434 Gas Retail MCF Sales and Transportation 44,842,892 37,111,564 Electric Customers (End of Period) 1,536,413 1,518,104 Gas Customers (End of Period) 507,170 499,591 Power Technology & Infrastructure Services - ------------------------------------------ Net Income $(5,089) $(4,606) Earnings Per Share - diluted $(0.03) $(0.03) CINERGY CORP. BUSINESS SEGMENT EARNINGS DRIVER ANALYSIS For the Quarter Ended March 31, 2003 (unaudited) Energy Merchant - --------------- Earnings Per Share - diluted - 2002 $ 0.11 Marketing, trading, and origination 0.18 Generation and supply contracts 0.10 Operating and administrative expenses (0.03) Increased financing (0.02) Cumulative effect of a change in accounting principles 0.21 Earnings Per Share - diluted - 2003 $ 0.55 Regulated Operations - -------------------- Earnings Per Share - diluted - 2002 $ 0.44 Colder than normal weather 0.09 Other revenue 0.02 Operating and administrative expenses (0.06) Increased financing and depreciation (0.05) Write-off of unrecoverable costs 0.02 Other - net (0.03) Earnings Per Share - diluted - 2003 $ 0.43 Power Technology & Infrastructure Services - ------------------------------------------ Earnings Per Share - diluted - 2002 $ (0.03) Operating results of investments (0.01) Mark-to-market valuation of technology investments 0.01 Earnings Per Share - diluted - 2003 $ (0.03) EX-99 3 conbal.txt CINERGY CORP. CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Periods Ended March 31, 2003 (unaudited) (in thousands, except per share amounts) Quarter Ended 2003 2002 Operating Revenues Electric $836,883 $779,376 Gas 398,913 190,064 Other 45,986 16,937 ---------------- ---------------- 1,281,782 986,377 Operating Expenses Fuel used in electric production 240,279 204,122 Gas purchased 235,995 109,880 Purchased and exchanged power 39,204 25,168 Other operation 269,052 206,111 Maintenance 57,609 56,467 Depreciation 106,023 98,566 Taxes other than income taxes 77,749 72,422 ---------------- ---------------- 1,025,911 772,736 Operating Income 255,871 213,641 Other Income and (Expenses) - Net Allowance for equity funds used during construction 3,579 2,850 Equity in earnings of unconsolidated subsidiaries 592 4,689 Other - net 4,796 (4,159) ---------------- ---------------- 8,967 3,380 Interest and Other Charges Interest on long-term debt 64,776 59,167 Other interest 1,918 6,641 Allowance for borrowed funds used during construction (6,130) (4,585) ---------------- ---------------- 60,564 61,223 Preferred Trust Preferred dividend requirement of subsidiary trust 5,970 5,913 Income Before Taxes 198,304 149,885 Income Taxes 57,823 53,777 Preferred dividend requirements of subsidiaries 858 858 ---------------- ---------------- Income Before Discontinued Operations and Cumulative Effect of a Change in Accounting Principles $139,623 $95,250 Discontinued Operations, net of tax - 478 Cumulative Effect of a Change in Accounting Principles, net of tax 26,462 (10,899) ---------------- ---------------- Net Income $166,085 $84,829 Other comprehensive income, net of tax 787 (2,259) ---------------- ---------------- Comprehensive Income $166,872 $82,570 Average Common Shares Outstanding 173,387 164,295 Earnings Per Common Share Income Before Discontinued Operations and Cumulative Effect of a Change in Accounting Principles $0.81 $0.58 Discontinued Operations, net of tax - - Cumulative Effect of a Change in Accounting Principles, net of tax 0.15 (0.06) ---------------- ---------------- Net Income $0.96 $0.52 Earnings Per Common Share - Assuming Dilution Income Before Discontinued Operations and Cumulative Effect of a Change in Accounting Principles $0.80 $0.58 Discontinued Operations, net of tax - - Cumulative Effect of a Change in Accounting Principles, net of tax 0.15 (0.06) ---------------- ---------------- Net Income $0.95 $0.52 Dividends Declared Per Common Share $0.46 $0.45 Note: Prior year's data has been reclassified to conform with current year's presentation. CINERGY CORP. CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands) March 31 December 31 2003 2002 ------------------ ----------------- ASSETS Current Assets Cash and temporary cash investments $259,159 $221,083 Restricted deposits 8,221 8,116 Notes receivable 96,884 135,873 Accounts receivable less accumulated provision for doubtful accounts of $12,881 at March 31, 2003, and $16,374 at December 31, 2002 1,383,244 1,292,410 Materials, supplies and fuel - at average cost 245,061 319,456 Prepayments and other 108,367 118,208 Energy risk management current assets 439,358 464,028 ------------------ ----------------- Total current assets 2,540,294 2,559,174 Property, Plant, and Equipment - at Cost Utility plant in service 9,100,552 8,641,351 Construction work in progress 508,021 469,300 ------------------ ----------------- Total utility plant 9,608,573 9,110,651 Non-regulated property, plant, and equipment 4,355,409 4,704,904 Accumulated depreciation 5,184,319 5,166,881 ------------------ ----------------- Net property, plant, and equipment 8,779,663 8,648,674 Other Assets Regulatory assets 1,016,477 1,022,696 Investments in unconsolidated subsidiaries 427,378 417,188 Energy risk management non-current assets 92,631 162,773 Other investments 165,130 163,851 Other 394,645 331,552 ------------------ ----------------- Total other assets 2,096,261 2,098,060 Assets of Discontinued Operations 1,916 1,120 Total Assets $13,418,134 $13,307,028 LIABILITIES AND EQUITY Current Liabilities Accounts payable $1,455,370 $1,321,968 Accrued taxes 235,646 254,823 Accrued interest 60,328 64,340 Notes payable and other short-term obligations 327,616 667,973 Long-term debt due within one year 318,949 191,454 Energy risk management current liabilities 434,111 407,710 Other 91,450 108,056 ------------------ ----------------- Total current liabilities 2,923,470 3,016,324 Non-current Liabilities Long-term debt 3,977,024 4,080,768 Deferred income taxes 1,507,089 1,471,872 Unamortized investment tax credits 115,792 118,095 Accrued pension and other post-retirement benefit costs 642,121 626,167 Energy risk management non-current liabilities 84,805 143,991 Other 213,643 183,613 ------------------ ----------------- Total non-current liabilities 6,540,474 6,624,506 Liabilities of Discontinued Operations 1,831 1,707 Total Liabilities 9,465,775 9,642,537 Preferred Trust Securities Company obligated mandatorily redeemable preferred trust securities of subsidiary holding solely debt securities of the company 308,702 308,187 Cumulative Preferred Stock of Subsidiaries Not subject to mandatory redemption 62,828 62,828 Common Stock Equity Common stock - $0.01 par value; authorized shares - 600,000,000; outstanding shares - 175,876,919 at March 31, 2003, and 168,663,115 at December 31, 2002 1,759 1,687 Paid-in capital 2,116,222 1,918,136 Retained earnings 1,491,861 1,403,453 Accumulated other comprehensive income (29,013) (29,800) ------------------ ----------------- Total common stock equity 3,580,829 3,293,476 Total Liabilities and Equity $13,418,134 $13,307,028 -----END PRIVACY-ENHANCED MESSAGE-----