-----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, Gcq3d5h7eHIbuZGjSun2fjmUkNS2Pl000kU8A5u0jVcLRB0iGPWfEt4ICNuL4Vap MgBQOEzJjWqsXKe7ANu5Og== 0000950124-04-002095.txt : 20040506 0000950124-04-002095.hdr.sgml : 20040506 20040506142208 ACCESSION NUMBER: 0000950124-04-002095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040506 ITEM INFORMATION: FILED AS OF DATE: 20040506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMS ENERGY CORP CENTRAL INDEX KEY: 0000811156 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 382726431 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09513 FILM NUMBER: 04784531 BUSINESS ADDRESS: STREET 1: FAIRLANE PLZ S STE 1100 STREET 2: 330 TOWN CENTER DR CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3134369261 MAIL ADDRESS: STREET 1: FAIRLANE PLAZA SOUTH, SUITE 1100 STREET 2: 330 TOWN CENTER DRIVE CITY: DEARBORN STATE: MI ZIP: 48126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS ENERGY CO CENTRAL INDEX KEY: 0000201533 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 380442310 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05611 FILM NUMBER: 04784530 BUSINESS ADDRESS: STREET 1: 212 W MICHIGAN AVE CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177881030 MAIL ADDRESS: STREET 1: 212 W MICHIGAN AVE STREET 2: M 946 CITY: JACKSON STATE: MI ZIP: 49201 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS POWER CO DATE OF NAME CHANGE: 19920703 8-K 1 k85277e8vk.txt CURRENT REPORT, DATED 05/06/04 ================================================================================ FORM 8-K CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 6, 2004 COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO. 1-9513 CMS ENERGY CORPORATION 38-2726431 (A MICHIGAN CORPORATION) ONE ENERGY PLAZA JACKSON, MICHIGAN 49201 (517) 788-0550 1-5611 CONSUMERS ENERGY COMPANY 38-0442310 (A MICHIGAN CORPORATION) ONE ENERGY PLAZA JACKSON, MICHIGAN 49201 (517) 788-0550 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 6, 2004, CMS Energy Corporation ("CMS Energy") issued a News Release, in which it announced its results for the first quarter of 2004 and improved its 2004 earnings guidance. Attached as Exhibit 99 to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report. The News Release contains "forward-looking statements" as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with "FORWARD-LOOKING STATEMENTS AND RISK FACTORS" found in the MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy's and Consumers Energy Company's respective Forms 10-K for the Fiscal Year Ended December 31, 2003 (both incorporated herein by reference), that discuss important factors that could cause CMS Energy's and Consumers Energy Company's results to differ materially from those anticipated in such statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. CMS ENERGY CORPORATION Dated: May 6, 2004 By: /s/ Thomas J. Webb ----------------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: May 6, 2004 By: /s/ Thomas J. Webb ----------------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION - ---------- ------------------- 99.1 PRESS RELEASE DATED MAY 6, 2004. EX-99.1 2 k85277exv99w1.txt PRESS RELEASE, DATED MAY 6, 2004 EXHIBIT 99.1 NEWS RELEASE [CMS ENERGY LOGO] CMS ENERGY REPORTS FIRST QUARTER RESULTS AND REAFFIRMS ONGOING EARNINGS GUIDANCE JACKSON, Mich., May 6, 2004 -- CMS Energy (NYSE: CMS) announced a reported net loss of $11 million, or $0.07 per share, for the first quarter of 2004, compared to reported net income of $82 million, or $0.52 per share, for the same quarter of 2003. Ongoing (non-Generally Accepted Accounting Principles) net income for the first quarter was $71 million, or $0.44 per share, compared to ongoing net income of $81 million or $0.50 per share in the same period of 2003. This year's milder weather more than accounted for the difference. The first quarter results are consistent with the Company's 2004 ongoing earnings guidance of $0.85 per share, up from $0.81 per share in 2003. Ongoing earnings provide a key measure of the Company's present operating financial performance, unaffected by discontinued operations, asset sales or other items detailed in the attached summary financial statements. The first quarter reported loss includes an impairment charge of $81 million, or $0.50 per share, related to the April 2004 sale of the Loy Yang power plant and coal mine in Australia. The charge, which was anticipated, reflects the reduction in the value of the Australian dollar since 1997 when CMS Energy invested in the project. Because proceeds from the Loy Yang sale were better than projected, CMS Energy improved its 2004 guidance from a reported net loss of about $0.50 per share to a loss of about $0.35 per share. Some recent CMS Energy highlights: - Michigan's governor signed legislation that allows Consumers Energy, CMS Energy's principal subsidiary, to continue to offer its Appliance Service Plan. The state Legislature approved the bill by overwhelming margins after thousands of customers expressed their support for the program. About 160,000 residential customers are enrolled in the Appliance Service Plan. - The Palisades nuclear plant broke the continuous generating record for Consumers Energy power plants and continues to better the old mark of 345 days. On April 20, Palisades hit the one-year mark for continuous generating. Ken Whipple, CMS Energy's chairman and chief executive officer, said that the Company's transition to a smaller, utility-based company continues to show results. "We are maintaining our focus on operational excellence, increasing our financial flexibility, and reducing debt," Whipple said. "Our goal is to become a smaller, stronger company with more predictable earnings and we're making progress toward that goal." CMS Energy is an integrated energy company, which has as its primary business operations an electric and natural gas utility, natural gas pipeline systems, and independent power generation. # # # For more information on CMS Energy, please visit our web site at: www.cmsenergy.com Media Contacts: Jeff Holyfield, 517/788-2394 or Dan Bishop, 517/788-2395 Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590 CMS Energy Corporation SUMMARY OF CONSOLIDATED EARNINGS Condensed Consolidated Income Statements (Millions, Except Per Share Amounts)
First Quarter (Unaudited) ---------------------------- 2004 2003 ------ ------ Operating Revenue $1,754 $1,968 Earnings from Equity Method Investees 19 47 Operating Expenses 1,507 1,773 Asset Impairment Charges 125 6 ------ ------ Operating Income $ 141 $ 236 Other Income (Deductions) 10 (1) Fixed Charges 152 120 Income Tax Expense (Benefit) (3) 39 Minority Interests 11 1 ------ ------ Income (Loss) from Continuing Operations $ (9) $ 75 Income (Loss) from Discontinued Operations (2) 31 Cumulative Effect of Accounting Changes - (24) ------ ------ Net Income (Loss) $ (11) $ 82 ====== ====== Earnings (Loss) Per Share Basic $(0.07) $ 0.57 Diluted (0.07) 0.52
Digest Consolidated Income 1st Qtr 2004 CMS Energy Corporation SUMMARIZED COMPARATIVE BALANCE SHEETS ------------------------------------- (Millions of Dollars)
As of March 31 (Unaudited) ----------------------------- December 31 2004 2003 2003 -------- -------- -------- ASSETS Cash and cash equivalents $ 551 $ 656 $ 532 Restricted cash 216 43 201 Other current assets 1,952 1,899 1,761 -------- -------- -------- Total current assets $ 2,719 $ 2,598 $ 2,494 Net plant and property 8,492 6,628 6,944 Investments 734 1,420 1,390 Non-current assets 3,172 4,555 3,010 -------- -------- -------- Total assets $ 15,117 $ 15,201 $ 13,838 ======== ======== ======== STOCKHOLDERS' INVESTMENT AND LIABILITIES Capitalization Debt Long-term debt (excluding securitization and $ 5,142 $ 4,798 $ 5,622 related-party debt) Capital leases 55 121 58 Notes payable - 253 - Current portion of long-term debt and capital leases (excluding securitization and related-party debt) 716 902 491 -------- -------- -------- Total debt $ 5,913 $ 6,074 $ 6,171 Preferred stock and securities 305 927 305 Minority interest 754 41 73 Common stockholders' equity 1,676 1,175 1,585 -------- -------- -------- Total capitalization $ 8,648 $ 8,217 $ 8,134 Securitization debt 419 446 426 MCV debt and capital leases 718 - - Long-term debt - related parties 684 - 684 Current liabilities 1,072 1,587 1,131 Non-current liabilities 3,576 4,951 3,463 -------- -------- -------- Total Stockholders' Investment and Liabilities $ 15,117 $ 15,201 $ 13,838 ======== ======== ========
CMS Energy Corporation SUMMARIZED STATEMENTS OF CASH FLOWS ----------------------------------- (Millions of Dollars)
First Quarter (Unaudited) -------------------------- 2004 2003 ----- ---- Beginning of Period Cash $ 532 $351 ----- ---- Cash and Cash Equivalents from FIN 46 Implementation $ 174 $ - ----- ---- Cash provided by operating activities $ 235 $415 Cash used in investing activities (115) (61) ----- ---- Cash flow from operating and investing activities 120 354 Cash used in financing activities (266) (50) Currency Translation Adjustment (9) 1 ----- ---- Total Cash Flow $(155) $305 ----- ---- End of Period Cash $ 551 $656 ===== ====
Balance Sheet & Cash Flow 1st Qtr 2004 CMS Energy Corporation SUMMARY OF CONSOLIDATED EARNINGS Reconciliations of GAAP Net Income (Loss) to Non-GAAP Ongoing Net Income (Millions, Except Per Share Amounts)
First Quarter (Unaudited) ---------------------- 2004 2003 ------ ------ NET INCOME (LOSS) $ (11) $ 82 Reconciling Items: Discontinued Operations (Income) Loss 2 (31) Cumulative Effect of Accounting Changes: EITF #02-03 MTM Accounting - 23 SFAS No. 143 Asset Retirement Obligation - 1 Net Asset Sales (Gain)/Loss and Writedowns 80 6 ------ ------ Ongoing Net Income - Non-GAAP Basis $ 71 $ 81 ====== ====== Average Number of Common Shares Outstanding Basic 161 144 Diluted 166 165 BASIC EARNINGS (LOSS) PER AVERAGE COMMON SHARE Earnings (Loss) Per Share as Reported $(0.07) $ 0.57 Reconciling Items: Discontinued Operations (Income) Loss 0.01 (0.21) Cumulative Effect of Accounting Changes: EITF #02-03 MTM Accounting - 0.15 SFAS No. 143 Asset Retirement Obligations - 0.01 Net Asset Sales (Gain)/Loss and Writedowns 0.50 0.04 ------ ------ Ongoing Net Income - Non-GAAP Basis $ 0.44 $ 0.56 ====== ====== DILUTED EARNINGS (LOSS) PER AVERAGE COMMON SHARE Earnings (Loss) Per Share as Reported $(0.07) $ 0.52 Reconciling Items: Discontinued Operations (Income) Loss 0.01 (0.19) Cumulative Effect of Accounting Changes: EITF #02-03 MTM Accounting - 0.14 SFAS No. 143 Asset Retirement Obligations - - Net Asset Sales (Gain)/Loss and Writedowns 0.50 0.03 ------ ------ Ongoing Net Income - Non-GAAP Basis $ 0.44 $ 0.50 ====== =====
Digest Reconciliation 1st Qtr 2004 -----END PRIVACY-ENHANCED MESSAGE-----