-----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, NEBosB4JR1x1PAkG6u77UWfBEKHO1gcZCTC+vrljQ+62i4aftQMZsO6YHZlMoTxX tsbA9mL5TWdKNkTDSh1kLw== 0000950124-05-002971.txt : 20050504 0000950124-05-002971.hdr.sgml : 20050504 20050504165024 ACCESSION NUMBER: 0000950124-05-002971 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050504 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050504 DATE AS OF CHANGE: 20050504 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: 05799858 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177881031 MAIL ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 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: 05799859 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177881031 MAIL ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS POWER CO DATE OF NAME CHANGE: 19920703 8-K 1 k94984e8vk.txt CURRENT REPORT, DATED MAY 4, 2005 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) MAY 4, 2005 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 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 May 4, 2005, CMS Energy Corporation ("CMS Energy") issued a News Release, in which it announced its results for the first quarter of 2005 and reaffirmed its 2005 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. This Form 8-K 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 Forms 10-K for the Year Ended December 31, 2004 (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 4, 2005 By: /s/ Thomas J. Webb ------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: May 4, 2005 By: /s/ Thomas J. Webb ------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer EXHIBIT INDEX
Ex. No. Description - ------- ------------ 99 CMS Energy News Release, dated May 4, 2005.
EX-99 2 k94984exv99.txt CMS ENERGY NEW RELEASE, DATED MAY 4, 2005 EXHIBIT 99 (CMS ENERGY LOGO) NEWS RELEASE CMS ENERGY REPORTS 2005 FIRST QUARTER INCOME OF $150 MILLION - QUARTERLY EARNINGS OF $0.74 PER SHARE, REVERSING 2004 FIRST QUARTER LOSS OF $0.06 PER SHARE - RESULTS IN LINE WITH 2005 GUIDANCE JACKSON, Mich., May 4, 2005 -- CMS Energy (NYSE: CMS) announced today first quarter net income of $150 million, or $0.74 per share, compared to a loss of $9 million, or $0.06 per share in the same quarter of 2004. (All per share figures are on a diluted basis.) The first quarter 2005 results, compared with the same period of 2004, reflect the absence of $81 million, or $0.51 per share, in impairment and other charges in 2004. The 2005 results include a $67 million, or $0.32 per share, effect from a mark-to-market gain recorded at the MCV Partnership. Based on projected usage and forward natural gas prices, much of the mark-to-market gain is expected to reverse by the end of the year. At CMS Energy's principal subsidiary, Consumers Energy, quarterly income was down at the electric utility because of increased operating costs and up slightly at the natural gas utility as a rate increase compensated for increased operating expenses. CMS Energy said the first quarter results are consistent with its 2005 outlook and guidance, with earnings expected to be in the $0.90 per share range, including the effects of dilution from the Company's recent equity offering. The Company's recent highlights include: - A successful common stock offering netted $272 million, following an equity offering last fall that netted $288 million. - Equity investments in Consumers Energy of $200 million in January and $350 million in April, bringing the total investment in the utility to $800 million since August 2004. - $700 million in Consumers Energy bonds and $150 million of CMS Energy senior notes issued as part of an aggressive refinancing program, which has extended maturities and reduced interest costs. - Palisades nuclear plant license renewal application filed with the U.S. Nuclear Regulatory Commission. 1 - Closing on the sales of Company's interests in the GVK plant in southern India and the Scudder Latin America Power fund for combined net proceeds of $44 million. - Completing last week the sale of a gas turbine purchased for a Midland Cogeneration Venture expansion, which later was cancelled. The turbine sale generated $15 million in cash. David Joos, CMS Energy's chief executive officer, said the first quarter results are a good start for 2005. "We had a solid quarter with good operational performance and that gives us a foundation to build upon for the rest of the year," Joos said. 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. # # # This 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 Discussion and Analysis sections of CMS Energy's and Consumers Energy's Forms 10-K for the year ended Dec. 31, 2004 (both incorporated herein by reference), that discuss important factors that could cause CMS Energy's and Consumers Energy's results to differ materially from those anticipated in such statements. 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 2 CMS Energy Corporation SUMMARY OF CONSOLIDATED EARNINGS Condensed Consolidated Income Statements (Millions, Except Per Share Amounts)
1st Quarter (Unaudited) ------------------------------- 2005 2004 ----------- ----------- Operating Revenue $ 1,845 $ 1,754 Earnings from Equity Method Investees 31 19 Operating Expenses 1,425 1,503 Asset Impairment Charges -- 125 ------- ------- Operating Income $ 451 $ 145 Other Income (Deductions) 24 10 Fixed Charges 136 149 ------- ------- Income before Minority Interests $ 339 $ 6 Minority Interests 113 11 ------- ------- Income (Loss) before Income Taxes $ 226 $ (5) Income Tax Expense (Benefit) 74 (3) ------- ------- Income (Loss) from Continuing Operations $ 152 $ (2) Income (Loss) from Discontinued Operations -- (2) Cumulative Effect of Accounting Changes -- (2) ------- ------- Net Income (Loss) $ 152 $ (6) Preferred Dividends 2 3 ------- ------- Net Income (Loss) Available to Common Stock $ 150 $ (9) ======= ======= Earnings (Loss) Per Share Basic $ 0.77 $ (0.06) Diluted 0.74 (0.06) Average Number of Common Shares Outstanding Basic 195 161 Diluted 206 161
3 CMS Energy Corporation SUMMARIZED COMPARATIVE BALANCE SHEETS (Millions of Dollars)
March 31 December 31 2005 2004 ------------- ----------- (Unaudited) ASSETS Cash and cash equivalents $ 940 $ 669 Restricted cash 45 56 Short-term investments -- 109 Other current assets 2,196 2,165 ------- ------- Total current assets $ 3,181 $ 2,999 Net plant and property 8,798 8,742 Investments 741 752 Non-current assets 3,481 3,379 ------- ------- Total assets $16,201 $15,872 ======= ======= STOCKHOLDERS' INVESTMENT AND LIABILITIES Capitalization Debt, capital and finance and leases (*) Long-term debt and capital leases (excluding FIN 46 debt, finance leases and securitization debt) $ 6,373 $ 5,960 FIN 46 debt and finance leases 1,002 1,381 ------- ------- Total debt, capital and finance leases $ 7,375 $ 7,341 Preferred stock and securities 305 305 Minority interest 844 733 Common stockholders' equity 2,242 2,072 ------- ------- Total capitalization $10,766 $10,451 Securitization debt 391 398 Current liabilities 1,179 1,279 Non-current liabilities 3,865 3,744 ------- ------- Total Stockholders' Investment and Liabilities $16,201 $15,872 ======= =======
(*) Current and long-term CMS Energy Corporation SUMMARIZED STATEMENTS OF CASH FLOWS (Millions of Dollars)
1st Quarter (Unaudited) ----------------------------- 2005 2004 --------- --------- Beginning of Period Cash $ 669 $ 532 Cash and Cash Equivalents from FIN 46 Implementation $ - $ 174 Cash provided by (used in) operating activities $ 262 $ 238 Cash provided by (used in) investing activities (8) (165) ----- ----- Cash flow from operating and investing activities $ 254 $ 73 Cash provided by (used in) financing activities 17 (269) Currency Translation Adjustment - (9) ----- ----- Total Cash Flow $ 271 $(205) ----- ----- End of Period Cash $ 940 $ 501 ===== =====
4 CMS Energy Corporation SUMMARY OF CONSOLIDATED EARNINGS Reconciliations of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income (Millions, Except Per Share Amounts)
1st Quarter (Unaudited) -------------------------------------- 2005 2004 ------------- ------------- NET INCOME (LOSS) AVAILABLE TO COMMON STOCK $ 150 $ (9) Reconciling Items: Discontinued Operations Loss - 2 Cumulative Effect of Change in Accounting for Retirement Benefits - 2 Net Asset Sales (Gains) Losses, Writedowns and Other (2) 81 ------- ------- Adjusted Net Income - Non-GAAP Basis $ 148 $ 76 ======= ======= Average Number of Common Shares Outstanding Basic 195 161 Diluted 206 161 BASIC EARNINGS (LOSS) PER AVERAGE COMMON SHARE Earnings (Loss) Per Share as Reported $ 0.77 $ (0.06) Reconciling Items: Discontinued Operations Loss - 0.01 Cumulative Effect of Change in Accounting for Retirement Benefits - 0.01 Net Asset Sales (Gains) Losses, Writedowns and Other (0.01) 0.51 ------- ------- Adjusted Net Income - Non-GAAP Basis $ 0.76 $ 0.47 ======= ======= DILUTED EARNINGS (LOSS) PER AVERAGE COMMON SHARE Earnings (Loss) Per Share as Reported $ 0.74 $ (0.06) Reconciling Items: Discontinued Operations Loss - 0.01 Cumulative Effect of Change in Accounting for Retirement Benefits - 0.01 Net Asset Sales (Gains) Losses, Writedowns and Other (0.01) 0.51 ------- ------- Adjusted Net Income - Non-GAAP Basis $ 0.73 $ 0.47 ======= =======
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