-----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, RoeuqDHjky1S8CyLihmNbF8N7oUGqUOig2izKFKBJg7WH15A+Hsf8O8xEKh77lwM VHJQz9fS59+JixEv8JbScA== 0000950124-06-002437.txt : 20060503 0000950124-06-002437.hdr.sgml : 20060503 20060503141435 ACCESSION NUMBER: 0000950124-06-002437 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060503 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 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: 06803065 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: 06803066 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 k04951e8vk.txt CURRENT REPORT DATED MAY 3, 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) MAY 3, 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 May 3, 2006, CMS Energy Corporation ("CMS Energy") issued a News Release, in which it announced its results for the first quarter of 2006 and reaffirmed its guidance for 2006 adjusted earnings. 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 INFORMATION" and "RISK FACTORS" each 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, 2005 and as updated in CMS Energy's and Consumers Energy Company's subsequently filed Forms 10-Q (CMS Energy's and Consumers Energy Company's "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK FACTORS" sections are 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 3, 2006 By: /s/ Thomas J. Webb ------------------------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: May 3, 2006 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-99.1 2 k04951exv99w1.txt CMS ENERGY NEWS RELEASE Exhibit 99.1 (CMS ENERGY LOGO) News Release CMS ENERGY REPORTS FIRST QUARTER NET LOSS OF $27 MILLION, OR $0.12 PER SHARE JACKSON, Mich., May 3, 2006 - CMS Energy (NYSE: CMS) announced today a net loss of $27 million, or $0.12 per share, for the first quarter of 2006 compared to net income of $150 million, or $0.74 per share, in the same quarter of 2005. The Company's adjusted (non-GAAP) results also were a loss of $0.12 per share for the quarter. Adjusted results exclude the effects of asset sales and other items, which were not significant in the first quarter. The expected reversal of $74 million, or $0.34 per share, of mark-to-market gains recorded in 2005 was the primary factor in the loss. Mark-to-market is a non-cash accounting adjustment that primarily reflects changes in the value of certain natural gas contracts. The Company's adjusted results for the first quarter of 2006, excluding mark-to-market effects, were net income of $48 million, or $0.22 per share, compared to $73 million, or $0.37 per share in the same period for 2005. The year-over-year drop in the adjusted results, excluding mark-to-market, was caused primarily by lower gas and electric sales due to much warmer weather during the quarter compared to the first quarter of 2005, including the warmest January on record. CMS Energy maintained its guidance for 2006 adjusted earnings, excluding mark-to-market impacts, of about $1 per share. The Company reiterated that its 2006 reported (GAAP) 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 weather and high natural gas prices have been challenging. However, operating performance continues to be strong, and we continue to make progress on our plan" said David Joos, president and chief executive officer of CMS Energy. CMS Energy is a Michigan-based company that 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 or GAAP) 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 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-K for the fiscal year ended Dec. 31, 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)
First Quarter (Unaudited) --------------- 2006 2005 ------ ------ Operating Revenue $2,032 $1,845 Earnings from Equity Method Investees 36 31 Operating Expenses 2,076 1,425 ------ ------ Operating Income (Loss) $ (8) $ 451 Other Income (Deductions) 16 24 Fixed Charges 129 136 ------ ------ Income (Loss) before Minority Interests $ (121) $ 339 Minority Interests (Obligations) (68) 113 ------ ------ Income (Loss) before Income Taxes $ (53) $ 226 Income Tax (Benefit) Expense (28) 74 ------ ------ Income (Loss) from Continuing Operations $ (25) $ 152 Gain (Loss) from Discontinued Operations 1 -- ------ ------ Net Income (Loss) $ (24) $ 152 Preferred Dividends 3 2 ------ ------ Net Income (Loss) Available to Common Stock $ (27) $ 150 ====== ====== Earnings (Loss) Per Share Basic $(0.12) $ 0.77 Diluted (0.12) 0.74
Page 1 of 3 CMS Energy Corporation SUMMARIZED COMPARATIVE BALANCE SHEETS (Millions of Dollars)
March 31 December 31 2006 2005 ----------- ------------ (Unaudited) ASSETS Cash and cash equivalents $ 758 $ 847 Restricted cash 66 198 Other current assets 2,490 2,854 ------- ------- Total current assets $ 3,314 $ 3,899 Net plant and property 7,898 7,845 Investments 756 725 Non-current assets 3,582 3,551 ------- ------- Total assets $15,550 $16,020 ======= ======= STOCKHOLDERS' INVESTMENT AND LIABILITIES Capitalization Debt and capital and finance leases (*) Long-term debt and capital leases (excluding $ 6,392 $ 6,464 FIN 46 debt, finance leases and securitization debt) FIN 46 debt and finance leases 766 897 ------- ------- Total debt and capital and finance leases $ 7,158 $ 7,361 Preferred stock and securities 305 305 Minority interest 354 333 Common stockholders' equity 2,306 2,322 ------- ------- Total capitalization $10,123 $10,321 Securitization debt 362 370 Current liabilities 1,307 1,668 Non-current liabilities 3,758 3,661 ------- ------- Total Stockholders' Investment and Liabilities $15,550 $16,020 ======= =======
(*) Current and long-term CMS Energy Corporation SUMMARIZED STATEMENTS OF CASH FLOWS (Millions of Dollars)
First Quarter (Unaudited) ------------- 2006 2005 ----- ----- Beginning of Period Cash $ 847 $ 669 Cash provided by operating activities $ 173 $ 262 Cash used in investing activities (42) (8) ----- ----- Cash flow from operating and investing activities $ 131 $ 254 Cash provided by (used in) financing activities (221) 17 Currency Translation Adjustment 1 -- ----- ----- Total Cash Flow $ (89) $ 271 ----- ----- End of Period Cash $ 758 $ 940 ===== =====
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)
First Quarter (Unaudited) --------------- 2006 2005 ------ ------ NET INCOME (LOSS) AVAILABLE TO COMMON STOCK $ (27) $ 150 Reconciling Items: Discontinued Operations (Income) Loss (1) -- Net Asset Sales (Gains) Losses and Other 2 (2) ------ ------ Adjusted Net Income - Non-GAAP Basis, Including MTM $ (26) $ 148 Mark-to-market (Gains) Losses 74 (75) ------ ------ Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 48 $ 73 ====== ====== Average Number of Common Shares Outstanding Basic 219 195 Diluted 219 206 BASIC EARNINGS PER AVERAGE COMMON SHARE Earnings (Loss) Per Share as Reported $(0.12) $ 0.77 Reconciling Items: Discontinued Operations (Income) Loss (0.01) -- Net Asset Sales (Gains) Losses and Other 0.01 (0.01) ------ ------ Adjusted Net Income - Non-GAAP Basis, Including MTM $(0.12) $ 0.76 Mark-to-market (Gains) Losses 0.34 (0.39) ------ ------ Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 0.22 $ 0.37 ====== ====== DILUTED EARNINGS PER AVERAGE COMMON SHARE Earnings (Loss) Per Share as Reported $(0.12) $ 0.74 Reconciling Items: Discontinued Operations (Income) Loss (0.01) -- Net Asset Sales (Gains) Losses and Other 0.01 (0.01) ------ ------ Adjusted Net Income - Non-GAAP Basis, Including MTM $(0.12) $ 0.73 Mark-to-market (Gains) Losses 0.34 (0.36) ------ ------ Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 0.22 $ 0.37 ====== ======
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-----