-----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, F14RWDG02ubIkOhIj8U1SHHdcgWbMFNFl/xc3rqEVuPM2Xv4VDBYuNGZzY6/ExQF Btx2m8YModC8BBvtoaDKkA== 0000950124-05-004680.txt : 20050804 0000950124-05-004680.hdr.sgml : 20050804 20050804133426 ACCESSION NUMBER: 0000950124-05-004680 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050804 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050804 DATE AS OF CHANGE: 20050804 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: 05998704 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: 05998705 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 k97438e8vk.txt CURRENT REPORT, DATED AUGUST 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) AUGUST 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 August 4, 2005, CMS Energy Corporation ("CMS Energy") issued a News Release, in which it announced its results for the second quarter and first half of 2005 and increased 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-Q for the Quarter Ended March 31, 2005 (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: August 4, 2005 By: /s/ Thomas J. Webb ------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: August 4, 2005 By: /s/ Thomas J. Webb ------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer Exhibit Index
Exhibit No. Description - ----------- ----------- 99 CMS Energy News Release
EX-99 2 k97438exv99.txt CMS ENERGY PRESS RELEASE EXHIBIT 99 (CMS ENERGY LOGO) NEWS RELEASE CMS ENERGY REPORTS SECOND QUARTER NET INCOME OF $27 MILLION, SIX-MONTH NET INCOME OF $177 MILLION, AND INCREASES 2005 EARNINGS GUIDANCE TO $0.95 PER SHARE - QUARTERLY EARNINGS OF $0.12 PER SHARE, UP FROM $0.10 PER SHARE IN THE SECOND QUARTER OF 2004 - SIX-MONTH EARNINGS OF $0.82 PER SHARE, UP FROM 2004 SIX-MONTH EARNINGS OF $0.04 PER SHARE - 2005 EARNINGS GUIDANCE INCREASED TO $0.95 PER SHARE JACKSON, Mich., Aug. 4, 2005 - CMS Energy (NYSE: CMS) announced today second quarter net income of $27 million, or $0.12 per share, compared to net income of $16 million, or $0.10 per share, in the same quarter of 2004. The second quarter 2005 results include income tax benefits of $24 million available this year under the American Jobs Creation Act and higher electric deliveries at CMS Energy's principal subsidiary, Consumers Energy, because of warmer than normal summer temperatures. Those were offset partially by mark-to-market adjustments related to interest rate and gas price hedging derivative instruments. For the first half of 2005, CMS Energy reported net income of $177 million, or $0.82 per share, up from $7 million, or $0.04 per share, for the comparable period of 2004. Major differences in net income between the two periods are higher mark-to-market gains in 2005 of $43 million, or $0.26 per share, and impairment and other charges in 2004 of $85 million, or $0.53 per share. (All per share figures are on a diluted basis.) CMS Energy said it is increasing both its reported and adjusted 2005 earnings guidance from about $0.90 per share to about $0.95 per share, based on results for the first two quarters and a stronger second-half forecast. "Our utility-plus strategy and focus on our core business, Consumers Energy, continue to show positive results, assisted by good performance from our CMS Enterprises businesses," said CMS Energy's Chief Executive Officer David Joos. The Company's recent highlights include: - An International Centre for the Settlement of Investment Disputes tribunal found in favor of CMS Energy's subsidiary, CMS Gas Transmission, in its claim against Argentina. The tribunal, which operated under the auspices of the World Bank, awarded $133 million in compensation, plus interest, which could increase the total to $150 million. However, the government of Argentina is contesting the claim and award. - The unions representing operations, maintenance, and construction employees and call center employees have ratified new five-year contracts with Consumers Energy. - Settlement of a shareholder derivative lawsuit linked to round-trip energy trading. The settlement, which remains subject to court approval, eliminates a major legal uncertainty for the Company. - The Jubail Cogeneration Plant, of which CMS Energy holds a 25 percent interest, began commercial operation on June 23. The plant - the first independent power plant in Saudi Arabia - can produce up to 250 megawatts of power and 510 tons of industrial steam per hour. The entire output of the plant is under a long-term contract. 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. # # # CMS Energy provides financial results and earnings guidance on both a reported (Generally Accepted Accounting Principles) and adjusted (non-GAAP) basis. Adjusted 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. 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-Q for the quarter ended March 31, 2005 (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 CMS Energy Corporation SUMMARY OF CONSOLIDATED EARNINGS Condensed Consolidated Income Statements (Millions, Except Per Share Amounts)
Second Quarter First Half (Unaudited) (Unaudited) ----------------------- ---------------------- 2005 2004 2005 2004 ------- ------- ------- ------- Operating Revenue $ 1,241 $ 1,093 $ 3,086 $ 2,847 Earnings from Equity Method Investees 21 41 52 60 Operating Expenses 1,167 986 2,592 2,489 Asset Impairment Charges - - - 125 ------- ------- ------- ------- Operating Income $ 95 $ 148 $ 546 $ 293 Other Income (Deductions) 29 12 53 22 Fixed Charges 133 147 269 296 ------- ------- ------- ------- Income (Loss) before Minority Interests $ (9) $ 13 $ 330 $ 19 Minority Interests (14) 1 99 12 ------- ------- ------- ------- Income before Income Taxes $ 5 $ 12 $ 231 $ 7 Income Tax Expense (Benefit) (25) (7) 49 (10) ------- ------- ------- ------- Income from Continuing Operations $ 30 $ 19 $ 182 $ 17 Loss from Discontinued Operations - - - (2) Cumulative Effect of Accounting Changes - - - (2) ------- ------- ------- ------- Net Income $ 30 $ 19 $ 182 $ 13 Preferred Dividends 3 3 5 6 ------- ------- ------- ------- Net Income Available to Common Stock $ 27 $ 16 $ 177 $ 7 ======= ======= ======= ======= Earnings Per Share Basic $ 0.12 $ 0.10 $ 0.86 $ 0.04 Diluted 0.12 0.10 0.82 0.04
CMS Energy Corporation SUMMARIZED COMPARATIVE BALANCE SHEETS (Millions of Dollars)
June 30 December 31 2005 2004 ------- ------- (Unaudited) ASSETS Cash and cash equivalents $ 1,013 $ 669 Restricted cash 67 56 Short-term investments - 109 Other current assets 2,213 2,165 ------- ------- Total current assets $ 3,293 $ 2,999 Net plant and property 8,834 8,742 Investments 711 752 Non-current assets 3,623 3,379 ------- ------- Total assets $16,461 $15,872 ======= ======= STOCKHOLDERS' INVESTMENT AND LIABILITIES Capitalization Debt, capital and finance and leases (*) Long-term debt and capital leases (excluding $ 6,093 $ 5,960 FIN 46 debt, finance leases and securitization debt) FIN 46 debt and finance leases 1,004 1,381 ------- ------- Total debt, capital and finance leases $ 7,097 $ 7,341 Preferred stock and securities 305 305 Minority interest 844 733 Common stockholders' equity 2,534 2,072 ------- ------- Total capitalization $10,780 $10,451 Securitization debt 384 398 Current liabilities 1,278 1,279 Non-current liabilities 4,019 3,744 ------- ------- Total Stockholders' Investment and Liabilities $16,461 $15,872 ======= =======
(*) Current and long-term CMS Energy Corporation SUMMARIZED STATEMENTS OF CASH FLOWS (Millions of Dollars)
First Half (Unaudited) -------------------------------- 2005 2004 -------------- -------------- - -------------------------------------------------------------------------------------------------------------- Beginning of Period Cash $ 669 $ 532 - -------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents from FIN 46 Implementation $ - $ 174 Cash provided by operating activities $ 506 $ 478 Cash used in investing activities (136) (403) -------------- -------------- Cash flow from operating and investing activities $ 370 $ 75 Cash used in financing activities (27) (276) Currency Translation Adjustment 1 (1) -------------- -------------- Total Cash Flow $ 344 $ (202) -------------- -------------- - -------------------------------------------------------------------------------------------------------------- End of Period Cash $ 1,013 $ 504 ============== ============== - --------------------------------------------------------------------------------------------------------------
CMS Energy Corporation SUMMARY OF CONSOLIDATED EARNINGS Reconciliations of GAAP Net Income to Non-GAAP Adjusted Net Income (Millions, Except Per Share Amounts)
Second Quarter First Half (Unaudited) (Unaudited) ------------------------- -------------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- NET INCOME AVAILABLE TO COMMON STOCK $ 27 $ 16 $ 177 $ 7 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 $ 27 $ 16 $ 175 $ 92 ========== ========== ========== ========== Average Number of Common Shares Outstanding Basic 218 161 207 161 Diluted 229 164 216 162 BASIC EARNINGS PER AVERAGE COMMON SHARE Earnings Per Share as Reported $ 0.12 $ 0.10 $ 0.86 $ 0.04 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 $ 0.12 $ 0.10 $ 0.85 $ 0.57 ========== ========== ========== ========== DILUTED EARNINGS PER AVERAGE COMMON SHARE Earnings Per Share as Reported $ 0.12 $ 0.10 $ 0.82 $ 0.04 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 $ 0.12 $ 0.10 $ 0.81 $ 0.57 ========== ========== ========== ==========
Note: Adjusted (non-Generally Accepted Accounting Principles) earnings provide a key measure of the Company's present operating financial performance, unaffected by discontinued operations, asset sales or other items detailed in these summary financial statements. -----END PRIVACY-ENHANCED MESSAGE-----