-----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, MdrYMdw/hrS1AOOHGni9Yy8hQ5/sMflQWGsXgHycgRYrjW/83Fpd2FXbRdODehd3 o5tB/FgbC+VR9vuqDaOYSw== 0000950124-05-006053.txt : 20051101 0000950124-05-006053.hdr.sgml : 20051101 20051101150047 ACCESSION NUMBER: 0000950124-05-006053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051101 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20051101 DATE AS OF CHANGE: 20051101 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: 051169482 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: 051169483 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 k99587e8vk.txt CURRENT REPORT, DATED NOVEMBER 1, 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) NOVEMBER 1, 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 November 1, 2005, CMS Energy Corporation ("CMS Energy") issued a News Release in which it announced its results for the third quarter and first nine months of 2005. CMS Energy also revised its outlook for 2005 reported results and its 2005 adjusted 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 June 30, 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: November 1, 2005 By: /s/ Thomas J. Webb ----------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: November 1, 2005 By: /s/ Thomas J. Webb ----------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer EXHIBIT INDEX
EXHIBIT No. EXHIBIT DESCRIPTION - ----------- ------------------- 99 CMS PRESS RELEASE
EX-99 2 k99587exv99.txt CMS PRESS RELEASE [CMS ENERGY LOGO] NEWS RELEASE CMS ENERGY REPORTS SOLID THIRD QUARTER OPERATING PERFORMANCE; MIDLAND COGENERATION VENTURE INVESTMENT WRITTEN DOWN BECAUSE OF HIGH NATURAL GAS PRICES JACKSON, Mich., Nov. 1, 2005 - CMS Energy (NYSE: CMS) announced today a reported net loss of $265 million, or $1.21 per share, for the third quarter of 2005, compared to reported net income of $56 million, or $0.34 per share, for the same quarter of 2004. The third-quarter loss resulted from a non-cash, after-tax impairment charge of $385 million, or $1.75 per share, related to CMS Energy's ownership interest in the Midland Cogeneration Venture (MCV) because of sustained high natural gas prices. CMS Energy's adjusted third quarter net income, which excludes the MCV impairment charge and other items, is $119 million, or $0.54 per share, up from $18 million, or $0.11 per share, for the same period of 2004. Adjusted third quarter 2005 net income, without mark-to-market impacts, would be $43 million, or $0.20 per share, compared to $27 million, or $0.17 per share, for the same period of 2004. For the first nine months of 2005, CMS Energy incurred a reported net loss of $88 million, or $0.42 per share, compared to net income of $63 million, or $0.38 per share, for the first nine months of 2004. CMS Energy's adjusted nine-month net income, which excludes the MCV impairment charge and other items, is $294 million, or $1.39 per share, up from $110 million, or $0.67 per share for the same period of 2004. Adjusted nine-month 2005 net income, without mark-to-market impacts, would be $162 million, or $0.77 per share, compared to $106 million, or $0.64 per share, for the same period of 2004. With the MCV impairment charge, the Company now projects its full-year reported results will be a loss of about $0.39 per share. CMS Energy projects 2005 adjusted earnings, which excludes the MCV impairment charge and other items, at $1.37 per share. CMS Energy said its adjusted 2005 earnings guidance, without mark-to-market impacts, is $0.95 per share. The MCV Partnership impaired its fixed assets in September 2005 by recording a $1.2 billion non-cash charge. After taxes and minority interest, CMS Energy's portion of that charge was $385 million. The natural gas-fired MCV facility can produce up to 1,500 megawatts of electricity and up to 1.35 million pounds per hour of industrial steam. It began commercial operation in 1990. The MCV Partnership said it expects to incur losses because its power supply contract doesn't allow for the full recovery of its natural gas fuel costs at current and forecast prices. Consumers Energy is the main customer for the MCV's electricity output. CMS Energy's president and chief executive officer, David Joos, said the MCV Partnership's actions aren't expected to affect service or reliability for Consumers Energy's 1.8 million electric customers. "We're obviously disappointed about the impairment charge on our interest in the MCV. Unfortunately, this impairment overshadows strong operational performance in the third quarter, including keeping pace with record electric demand in Michigan in July and August," 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. # # # 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, impairments, or other items detailed in the attached summary financial statements. All per share figures are on a diluted basis. 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 June 30, 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)
Third Quarter First Nine Months (Unaudited) (Unaudited) --------------------------- ----------------------------- 2005 2004 2005 2004 --------- --------- --------- --------- Operating Revenue $ 1,335 $ 1,063 $ 4,421 $ 3,910 Earnings from Equity Method Investees 40 18 92 78 Operating Expenses 995 923 3,587 3,412 Asset Impairment Charges 1,184 - 1,184 125 --------- --------- --------- --------- Operating Income (Loss) $ (804) $ 158 $ (258) $ 451 Other Income (Deductions) 24 61 77 83 Fixed Charges 127 145 396 441 --------- --------- --------- --------- Income (Loss) before Minority Interests $ (907) $ 74 $ (577) $ 93 Minority Interests (479) 5 (380) 17 --------- --------- --------- --------- Income (Loss) before Income Taxes $ (428) $ 69 $ (197) $ 76 Income Tax Expense (Benefit) (165) 18 (116) 8 --------- --------- --------- --------- Income (Loss) from Continuing Operations $ (263) $ 51 $ (81) $ 68 Income from Discontinued Operations - 8 - 6 Cumulative Effect of Accounting Changes - - - (2) --------- --------- --------- --------- Net Income (Loss) $ (263) $ 59 $ (81) $ 72 Preferred Dividends 2 3 7 9 --------- --------- --------- --------- Net Income (Loss) Available to Common Stock $ (265) $ 56 $ (88) $ 63 ========= ========= ========= ========= Earnings (Loss) Per Share Basic $ (1.21) $ 0.35 $ (0.42) $ 0.39 Diluted (1.21) 0.34 (0.42) 0.38
Page 1 of 3 CMS Energy Corporation SUMMARIZED COMPARATIVE BALANCE SHEETS (Millions of Dollars)
Sept 30 December 31 2005 2004 ----------- ----------- (Unaudited) ASSETS Cash and cash equivalents $ 793 $ 669 Restricted cash 196 56 Short-term investments - 109 Other current assets 2,951 2,165 ----------- ----------- Total current assets $ 3,940 $ 2,999 Net plant and property 7,719 8,742 Investments 690 752 Non-current assets 3,766 3,379 ----------- ----------- Total assets $ 16,115 $ 15,872 =========== =========== STOCKHOLDERS' INVESTMENT AND LIABILITIES Capitalization Debt and capital and finance leases (*) Long-term debt and capital leases (excluding $ 6,165 $ 5,960 FIN 46 debt, finance leases and securitization debt) FIN 46 debt and finance leases 896 1,381 ----------- ----------- Total debt and capital and finance leases $ 7,061 $ 7,341 Preferred stock and securities 305 305 Minority interest 396 733 Common stockholders' equity 2,311 2,072 ----------- ----------- Total capitalization $ 10,073 $ 10,451 Securitization debt 378 398 Current liabilities 1,727 1,279 Non-current liabilities 3,937 3,744 ----------- ----------- Total Stockholders' Investment and Liabilities $ 16,115 $ 15,872 =========== ===========
(*) Current and long-term CMS Energy Corporation SUMMARIZED STATEMENTS OF CASH FLOWS (Millions of Dollars)
YTD (Unaudited) ----------------------------- 2005 2004 ----------- ----------- Beginning of Period Cash $ 669 $ 532 Cash and Cash Equivalents from FIN 46 Implementation $ - $ 174 Cash provided by operating activities $ 604 $ 200 Cash used in investing activities (399) (388) ----------- ----------- Cash flow from operating and investing activities $ 205 $ (188) Cash used in financing activities (82) (219) Currency Translation Adjustment 1 - ----------- ----------- Total Cash Flow $ 124 $ (407) ----------- ----------- End of Period Cash $ 793 $ 299 =========== ===========
Page 2 of 3 CMS Energy Corporation SUMMARY OF CONSOLIDATED EARNINGS Reconciliations of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income (Millions, Except Per Share Amounts)
Third Quarter First Nine Months (Unaudited) (Unaudited) --------------------------- ----------------------------- 2005 2004 2005 2004 --------- --------- --------- --------- NET INCOME (LOSS) AVAILABLE TO COMMON STOCK $ (265) $ 56 $ (88) $ 63 Reconciling Items: Discontinued Operations Income - (8) - (6) Cumulative Effect of Change in Accounting for Retirement Benefits - - - 2 Net Asset Sales (Gains) Losses and Other (1) (30) (3) (30) Asset Impairment 385 - 385 81 --------- --------- --------- --------- Adjusted Net Income - Non-GAAP Basis $ 119 $ 18 $ 294 $ 110 ========= ========= ========= ========= Average Number of Common Shares Outstanding Basic 220 162 211 161 Diluted - 165 - 165 BASIC EARNINGS PER AVERAGE COMMON SHARE Earnings (Loss) Per Share as Reported $ (1.21) $ 0.35 $ (0.42) $ 0.39 Reconciling Items: Discontinued Operations Income - (0.05) - (0.04) Cumulative Effect of Change in Accounting for Retirement Benefits - - - 0.01 Net Asset Sales (Gains) Losses and Other - (0.19) (0.02) (0.18) Asset Impairment 1.75 - 1.83 0.50 --------- --------- --------- --------- Adjusted Net Income - Non-GAAP Basis (A) $ 0.54 $ 0.11 $ 1.39 $ 0.68 ========= ========= ========= ========= DILUTED EARNINGS PER AVERAGE COMMON SHARE Earnings (Loss) Per Share as Reported $ (1.21) $ 0.34 $ (0.42) $ 0.38 Reconciling Items: Discontinued Operations Income - (0.05) - (0.03) Cumulative Effect of Change in Accounting for Retirement Benefits - - - 0.01 Net Asset Sales (Gains) Losses and Other - (0.18) (0.02) (0.18) Asset Impairment 1.75 - 1.83 0.49 --------- --------- --------- --------- Adjusted Net Income - Non-GAAP Basis (A) $ 0.54 $ 0.11 $ 1.39 $ 0.67 ========= ========= ========= =========
(A) Adjusted Net Income - Non GAAP per average common share, without the impact of mark-to-market accounting for the third quarter would be $0.20 for 2005 and $0.17 for 2004. For the first nine months earnings per average common share would be $0.77 for 2005 and $0.64 for 2004. 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, impairments, or other items detailed in these summary financial statements. Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----