-----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, D6vC2joZH8gJgcGi4idQ8dH/k1SIrnAPVYA1UYg+zF9Km6wk+QertUxg7enwi7VP vUQUAmBvDtnoZlLZXiYZ2A== 0000950124-06-000829.txt : 20060223 0000950124-06-000829.hdr.sgml : 20060223 20060223165902 ACCESSION NUMBER: 0000950124-06-000829 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060223 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060223 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: 06640043 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 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: 06640042 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 8-K 1 k02826e8vk.txt CURRENT REPORT, DATED FEBRUARY 23, 2006 ================================================================================ 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) FEBRUARY 23, 2006 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 February 23, 2006, CMS Energy Corporation ("CMS Energy") issued a News Release, in which it announced its 2005 results and 2006 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 September 30, 2005 (CMS Energy's and Consumers Energy Company's "Forward-Looking Statements and Risk Factors" sections are 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: February 23, 2006 By: /s/ Thomas J. Webb ---------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: February 23, 2006 By: /s/ Thomas J. Webb ---------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION - ----------- ------------------- 99 CMS Energy News Release. EX-99 2 k02826exv99.txt CMS NEWS RELEASE [CMS ENERGY LOGO] Exhibit 99 NEWS RELEASE CMS ENERGY REPORTS 2005 FINANCIAL RESULTS; MCV WRITEDOWN OVERSHADOWS SOLID OPERATIONAL PERFORMANCE JACKSON, Mich., Feb. 23, 2006 - CMS Energy (NYSE: CMS) announced today a reported net loss of $94 million, or $0.44 per share, for 2005, compared to reported net income of $110 million, or $0.64 per share, for 2004. CMS Energy's adjusted 2005 net income, which excludes impairment charges and other items, was $295 million, or $1.39 per share, up from $149 million, or $0.87 per share for 2004. Adjusted 2005 net income without the overall positive impact of "mark-to-market" accounting was $204 million, or $0.96 per share, compared to $154 million, or $0.90 per share, for 2004. The 2005 reported results include a third-quarter after-tax impairment charge of $385 million, or $1.82 per share, related to CMS Energy's ownership interest in the Midland Cogeneration Venture (MCV). The non-cash charge resulted from the impact of sustained high natural gas prices on MCV's production costs. The 2005 reported results also include a fourth-quarter charge of $26 million, or $0.12 per share, because of revised estimates to complete environmental remediation work associated with the Company's former investment with the Bay Harbor project in northwest Michigan. For the fourth quarter of 2005, CMS Energy announced a reported net loss of $6 million, or $0.03 per share, compared to reported net income of $47 million, or $0.24 per share, for the same period in 2004. The 2005 quarterly results include an expected reversal of $40 million, or $0.19 per share, in previous mark-to-market gains on long-term natural gas contracts and financial hedges. Adjusted net income for the fourth quarter of 2005 was $1 million, or less than $0.01 per share, down from $39 million, or $0.20 per share, for the fourth quarter of 2004. Adjusted fourth quarter net income, without mark-to-market impacts, was $41 million, or $0.19 per share, compared to $48 million, or $0.25 per share, for the fourth quarter of 2004. CMS Energy said its adjusted 2006 earnings guidance, without mark-to-market impacts, is about $1 per share. The Company anticipates its 2006 reported earnings are likely to be substantially lower than its adjusted earnings because of the expected reversal of mark-to-market gains and losses from potential asset sales. CMS Energy isn't providing specific reported earnings guidance because of the uncertainties associated with those factors. "The non-cash MCV impairment charge overshadows the fact that Consumers Energy and CMS Enterprises turned in strong operational performances in 2005. For example, the utility met record customer demand for electricity in Michigan last summer. Meanwhile, the operational performance of our key CMS Enterprises assets was world-class," said David Joos, president and chief executive officer of CMS Energy. 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 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. Mark-to-market is a non-cash accounting adjustment that primarily reflects changes in the market value of certain natural gas contracts. Earnings guidance is provided on an adjusted basis without mark-to-market impacts. 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 Sept. 30, 2005 (CMS Energy's and Consumers Energy's "Forward-Looking Statements and Risk Factors" sections are 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)
Fourth Quarter (Unaudited) Twelve Months -------------------- -------------------- 2005 2004 2005 2004 ------- ------- ------- ------- Operating Revenue $ 1,906 $ 1,562 $ 6,288 $ 5,472 Earnings from Equity Method Investees 33 37 125 115 Operating Expenses 1,955 1,422 5,503 4,834 Asset Impairment Charges - 35 1,184 160 ------- ------- ------- ------- Operating Income (Loss) $ (16) $ 142 $ (274) $ 593 Other Income (Deductions) (20) 95 57 178 Fixed Charges 93 193 489 634 ------- ------- ------- ------- Income (Loss) before Minority Interests $ (129) $ 44 $ (706) $ 137 Minority Interests (60) (2) (440) 15 ------- ------- ------- ------- Income (Loss) before Income Taxes $ (69) $ 46 $ (266) $ 122 Income Tax (Benefit) Expense (52) (13) (168) (5) ------- ------- ------- ------- Income (Loss) from Continuing Operations $ (17) $ 59 $ (98) $ 127 Gain (Loss) from Discontinued Operations 14 (10) 14 (4) Cumulative Effect of Accounting Changes - - - (2) ------- ------- ------- ------- Net Income (Loss) $ (3) $ 49 $ (84) $ 121 Preferred Dividends 3 2 10 11 ------- ------- ------- ------- Net Income (Loss) Available to Common Stock $ (6) $ 47 $ (94) $ 110 ======= ======= ======= ======= Earnings (Loss) Per Share Basic $ (0.03) $ 0.25 $ (0.44) $ 0.65 Diluted (0.03) 0.24 (0.44) 0.64
Page 1 of 3 CMS Energy Corporation SUMMARIZED COMPARATIVE BALANCE SHEETS (Millions of Dollars)
December 31 December 31 2005 2004 ----------- ----------- ASSETS Cash and cash equivalents $ 847 $ 669 Restricted cash 198 56 Short-term investments - 109 Other current assets 2,854 2,165 ------- ------- Total current assets $ 3,899 $ 2,999 Net plant and property 7,845 8,742 Investments 725 752 Non-current assets 3,551 3,379 ------- ------- Total assets $16,020 $15,872 ======= ======= STOCKHOLDERS' INVESTMENT AND LIABILITIES Capitalization Debt and capital and finance leases (*) Long-term debt and capital leases (excluding FIN 46 debt, finance leases and securitization debt) $ 6,464 $ 5,960 FIN 46 debt and finance leases 897 1,381 ------- ------- Total debt and capital and finance leases $ 7,361 $ 7,341 Preferred stock and securities 305 305 Minority interest 333 733 Common stockholders' equity 2,322 2,072 ------- ------- Total capitalization $10,321 $10,451 Securitization debt 370 398 Current liabilities 1,668 1,279 Non-current liabilities 3,661 3,744 ------- ------- Total Stockholders' Investment and Liabilities $16,020 $15,872 ======= =======
(*) Current and long-term CMS Energy Corporation SUMMARIZED STATEMENTS OF CASH FLOWS (Millions of Dollars)
Twelve Months ---------------- 2005 2004 ----- ----- Beginning of Period Cash $ 669 $ 532 Cash and Cash Equivalents from FIN 46 Implementation $ - $ 174 Cash provided by operating activities $ 646 $ 398 Cash used in investing activities (541) (392) ----- ----- Cash flow from operating and investing activities $ 105 $ 6 Cash provided by (used in) financing activities 74 (43) Currency Translation Adjustment (1) - ----- ----- Total Cash Flow $ 178 $ (37) ----- ----- End of Period Cash $ 847 $ 669 ===== =====
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)
Fourth Quarter (Unaudited) Twelve Months -------------------- -------------------- 2005 2004 2005 2004 ------- ------- ------- ------- NET INCOME (LOSS) AVAILABLE TO COMMON STOCK $ (6) $ 47 $ (94) $ 110 Reconciling Items: Discontinued Operations (Income) Loss (14) 10 (14) 4 Cumulative Effect of Change in Accounting for Retirement Benefits - - - 2 Net Asset Sales (Gains) Losses and Other 21 26 18 (4) Asset Impairment - 23 385 104 Regulatory (Gains) from Prior Years - (67) - (67) ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Including MTM $ 1 $ 39 $ 295 $ 149 Mark-to-market (Gains) Losses 40 9 (91) 5 ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 41 $ 48 $ 204 $ 154 ======= ======= ======= ======= Average Number of Common Shares Outstanding Basic 219 190 212 169 Diluted 219 194 212 172 BASIC EARNINGS PER AVERAGE COMMON SHARE Earnings (Loss) Per Share as Reported $(0.03) $ 0.25 $ (0.44) $ 0.65 Reconciling Items: Discontinued Operations (Income) Loss (0.06) 0.05 (0.07) 0.02 Cumulative Effect of Change in Accounting for Retirement Benefits - - - 0.01 Net Asset Sales (Gains) Losses and Other 0.09 0.14 0.08 (0.01) Asset Impairment - 0.12 1.82 0.62 Regulatory (Gains) from Prior Years - (0.35) - (0.40) ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Including MTM $ - $ 0.21 $ 1.39 $ 0.89 Mark-to-market (Gains) Losses 0.19 0.05 (0.43) 0.03 ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 0.19 $ 0.26 $ 0.96 $ 0.92 ======= ======= ======= ======= DILUTED EARNINGS PER AVERAGE COMMON SHARE Earnings (Loss) Per Share as Reported $ (0.03) $ 0.24 $ (0.44) $ 0.64 Reconciling Items: Discontinued Operations (Income) Loss (0.06) 0.05 (0.07) 0.02 Cumulative Effect of Change in Accounting for Retirement Benefits - - - 0.01 Net Asset Sales (Gains) Losses and Other 0.09 0.14 0.08 (0.01) Asset Impairment - 0.12 1.82 0.60 Regulatory (Gains) from Prior Years - (0.35) - (0.39) ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Including MTM $ - $ 0.20 $ 1.39 $ 0.87 Mark-to-market (Gains) Losses 0.19 0.05 (0.43) 0.03 ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 0.19 $ 0.25 $ 0.96 $ 0.90 ======= ======= ======= =======
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. Mark-to-market is a non-cash accounting adjustment that primarily reflects changes in the value of certain natural gas contracts. Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----