8-K 1 form8k-63581_kcs.txt UNITED STATES 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): November 4, 2004 KCS Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-13781 22-2889587 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 5555 San Felipe, Suite 1200 Houston, Texas 77056 (Address of principal executiveoffices) (Zip Code) Registrant's telephone number, including area code: (713) 877-8006 Not Applicable (Former name or former address, if changed since lastreport.) 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) [_] 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)) Item 2.02 Results of Operations and Financial Condition. On November 4, 2004, KCS Energy, Inc. ("KCS") issued a press release reporting financial and operating results for the three and nine months ended September 30, 2004. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. In addition to disclosing financial results in accordance with generally accepted accounting principles ("GAAP"), the press release presents cash flow before net changes in assets and liabilities, a non-GAAP financial measure. The components of the non-GAAP financial measure are computed by using amounts that are determined in accordance with GAAP. Cash flow before net changes in assets and liabilities is net income adjusted for depreciation, depletion and amortization, amortization of deferred revenue, non-cash losses on derivative instruments, redemption premium on early extinguishment of debt, deferred income taxes, cumulative effect of accounting change, net of tax, asset retirement obligation accretion, and other non-cash charges and credits, net. KCS has provided in the press release a reconciliation of net income and net cash provided by operating activities, which are the most directly comparable GAAP financial measures. While cash flow before net changes in assets and liabilities should not be considered in isolation or as a substitute for net income, operating income, net cash provided by operating activities or other income or cash flow data prepared in accordance with GAAP or as an indication of KCS' financial performance or liquidity under GAAP, it is presented because KCS believes that it provides additional information with respect to its ability to meet future debt service, capital expenditure commitments and working capital requirements. Cash flow before net changes in assets and liabilities as presented in the press release may not be comparable to similarly titled measures of other companies. The information in this report and Exhibit 99.1 attached hereto is being furnished, not filed, pursuant to General Instruction B.2. of Form 8-K. Accordingly, the information in this report and Exhibit 99.1 attached hereto will not be incorporated by reference into any filing made by KCS Energy, Inc. under the Securities Act of 1933, as amended or the Securities Act of 1934, as amended, unless specifically identified therein as being incorporated therein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit 99.1 KCS Energy, Inc. Press Release dated November 4, 2004. SIGNATURES 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. KCS ENERGY, INC. Date: November 8, 2004 /s/ Frederick Dwyer ------------------- Frederick Dwyer Vice President, Controller and Secretary EXHIBIT INDEX Exhibit Description ------- ----------- 99.1 KCS Energy, Inc. Press Release dated November 4, 2004.