-----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, RlrFrb1QL0jz59sep4USBNCvA/ju3XRtV6SJ+mKfpFIi6gDQ3W4y6RKC23N2MuUQ 1/AJ4WsXxo2HbZmPPlXkOg== 0000950124-06-004154.txt : 20060803 0000950124-06-004154.hdr.sgml : 20060803 20060803160747 ACCESSION NUMBER: 0000950124-06-004154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060803 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20060803 DATE AS OF CHANGE: 20060803 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: 061002146 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: 061002147 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 k07451e8vk.txt CURRENT REPORT, DATED AUGUST 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) AUGUST 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 August 3, 2006, CMS Energy Corporation ("CMS Energy") issued a News Release, in which it announced its results for the second quarter and first half 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 Form 10-K/A and Consumers Energy Company's ("Consumers'") Form 10-K for the Year Ended December 31, 2005 and as updated in CMS Energy's and Consumers' subsequently filed Forms 10-Q (CMS Energy's and Consumers' "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' 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 3, 2006 By: /s/ Thomas J. Webb -------------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: August 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 2 k07451exv99.txt CMS ENERGY NEWS RELEASE Exhibit 99 (CMS ENERGY LOGO) NEWS RELEASE - -------------------------------------------------------------------------------- CMS ENERGY REPORTS SECOND QUARTER NET INCOME OF $72 MILLION, OR $0.31 PER SHARE JACKSON, Mich., Aug. 3, 2006 -- CMS Energy (NYSE: CMS) announced today net income of $72 million, or $0.31 per share, for the second quarter of 2006 compared to net income of $27 million, or $0.12 per share, in the same quarter of 2005. On an adjusted (non-GAAP) basis, the Company had net income of $55 million, or $0.23 per share, for the quarter, compared to $27 million, or $0.12 per share, for the same quarter of 2005. Adjusted results exclude the effects of asset sales and other items (as discussed in the note below). The Company's adjusted results for the second quarter, excluding mark-to-market effects, were net income of $76 million, or $0.33 per share, compared to $46 million, or $0.20 per share, in the comparable period of 2005. Increased revenues from a December electric rate order for Consumers Energy, CMS Energy's principal subsidiary, and the positive earnings impact of an Internal Revenue Service settlement more than offset the costs associated with the refueling of the Palisades nuclear plant and the effect of milder weather in the second quarter of 2006 compared to the second quarter of 2005. For the first six months of 2006, CMS Energy had reported net income of $45 million, or $0.20 per share, compared to $177 million, or $0.82 per share, for the first half of 2005. The 2006 six-month results include a net income reduction of $108 million, or $0.47 per share, from the expected reversal of previous mark-to-market gains on long-term natural gas contracts and financial hedges. On an adjusted basis, the Company had net income of $29 million, or $0.13 per share, for the first half of 2006, compared to income of $175 million, or $0.81 per share for the first six months of 2005. The adjusted results, excluding mark-to-market effects, for the first half of 2006 were net income of $124 million, or $0.54 per share, compared to $119 million, or $0.55 per share, for the same period of 2005. CMS Energy maintained its guidance for 2006 adjusted (non-GAAP) 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 potential losses from asset sales. CMS Energy isn't providing specific reported (GAAP) earnings guidance because of the uncertainties associated with those factors. Recent CMS Energy highlights: o Consumers Energy signed an agreement to sell its Palisades nuclear power plant to Entergy for $380 million. o The Michigan utility also reached an agreement to sell its interests in the Midland Cogeneration Venture to two buyers for $60.5 million. David Joos, CMS Energy's president and chief executive officer, said the Company's performance in the first half of 2006 and the recent asset sales announcements demonstrate continued progress on the "building on the basics" strategy. "We recently reached several important milestones as we continue to implement our 'building on the basics' strategy. The sale of the Palisades plant and our interests in the Midland Cogeneration Venture, when completed, will improve cash flow, reduce financial risk, and help to stabilize future earnings. The proceeds from those sales also will allow us to reduce debt at a time when interest rates are rising," he said. 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 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-Q for the fiscal quarter ended March 31, 2006 (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)
Second Quarter First Half (Unaudited) (Unaudited) ---------------------- ---------------------- 2006 2005 2006 2005 ------- ------- ------- ------- Operating Revenue $ 1,396 $ 1,230 $ 3,428 $ 3,075 Earnings from Equity Method Investees 8 21 44 52 Operating Expenses 1,307 1,156 3,383 2,581 ------- ------- ------- ------- Operating Income $ 97 $ 95 $ 89 $ 546 Other Income 42 29 58 53 Fixed Charges 132 133 261 269 ------- ------- ------- ------- Income (Loss) before Minority Interests $ 7 $ (9) $ (114) $ 330 Minority Interests (Obligations) -- (14) (68) 99 ------- ------- ------- ------- Income (Loss) before Income Taxes $ 7 $ 5 $ (46) $ 231 Income Tax (Benefit) Expense (66) (25) (94) 49 ------- ------- ------- ------- Income from Continuing Operations $ 73 $ 30 $ 48 $ 182 Gain from Discontinued Operations 2 -- 3 -- ------- ------- ------- ------- Net Income $ 75 $ 30 $ 51 $ 182 Preferred Dividends 3 3 6 5 ------- ------- ------- ------- Net Income Available to Common Stockholders $ 72 $ 27 $ 45 $ 177 ======= ======= ======= ======= Earnings Per Share Basic $ 0.33 $ 0.12 $ 0.21 $ 0.86 Diluted 0.31 0.12 0.20 0.82
Page 1 of 3 CMS Energy Corporation SUMMARIZED COMPARATIVE BALANCE SHEETS ------------------------------------- (Millions of Dollars)
June 30 December 31 2006 2005 ----------- ----------- (Unaudited) ASSETS Cash and cash equivalents $ 851 $ 847 Restricted cash 67 198 Other current assets 2,475 2,854 --------- --------- Total current assets $ 3,393 $ 3,899 Net plant and property 8,028 7,845 Investments 748 725 Non-current assets 3,497 3,551 --------- --------- Total Assets $ 15,666 $ 16,020 ========= ========= 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) $ 6,391 $ 6,464 FIN 46 debt and finance leases 767 897 --------- --------- Total debt and capital and finance leases $ 7,158 $ 7,361 Preferred stock and securities 305 305 Minority interest 362 333 Common stockholders' equity 2,389 2,322 --------- --------- Total capitalization $ 10,214 $ 10,321 Securitization debt 355 370 Current liabilities 1,504 1,668 Non-current liabilities 3,593 3,661 --------- --------- Total Stockholders' Investment and Liabilities $ 15,666 $ 16,020 ========= =========
(*) Current and long-term CMS Energy Corporation SUMMARIZED STATEMENTS OF CASH FLOWS ----------------------------------- (Millions of Dollars)
First Half (Unaudited) ---------------------- 2006 2005 ------- ------- Beginning of Period Cash $ 847 $ 669 Cash provided by operating activities $ 507 $ 506 Cash used in investing activities (268) (136) ------- ------- Cash flow from operating and investing activities $ 239 $ 370 Cash used in financing activities (236) (27) Currency Translation Adjustment 1 1 ------- ------- Total Cash Flow $ 4 $ 344 ------- ------- End of Period Cash $ 851 $ 1,013 ======= =======
Page 2 of 3 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) ----------------------- ----------------------- 2006 2005 2006 2005 ------- ------- ------- ------- NET INCOME AVAILABLE TO COMMON STOCK $ 72 $ 27 $ 45 $ 177 Reconciling Items: Discontinued Operations (Income) Loss (2) -- (3) -- Net Asset Sales (Gains) Losses and Other (15) -- (13) (2) ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Including MTM $ 55 $ 27 $ 29 $ 175 Mark-to-market (Gains) Losses 21 19 95 (56) ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 76 $ 46 $ 124 $ 119 ======= ======= ======= ======= Average Number of Common Shares Outstanding Basic 220 218 219 207 Diluted 230 229 230 216 BASIC EARNINGS PER AVERAGE COMMON SHARE Earnings Per Share as Reported $ 0.33 $ 0.12 $ 0.21 $ 0.86 Reconciling Items: Discontinued Operations (Income) Loss (0.01) -- (0.02) -- Net Asset Sales (Gains) Losses and Other (0.07) -- (0.06) (0.01) ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Including MTM $ 0.25 $ 0.12 $ 0.13 $ 0.85 Mark-to-market (Gains) Losses 0.10 0.09 0.44 (0.27) ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 0.35 $ 0.21 $ 0.57 $ 0.58 ======= ======= ======= ======= DILUTED EARNINGS PER AVERAGE COMMON SHARE Earnings Per Share as Reported $ 0.31 $ 0.12 $ 0.20 $ 0.82 Reconciling Items: Discontinued Operations (Income) Loss (0.01) -- (0.01) -- Net Asset Sales (Gains) Losses and Other (0.07) -- (0.06) (0.01) ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Including MTM $ 0.23 $ 0.12 $ 0.13 $ 0.81 Mark-to-market (Gains) Losses 0.10 0.08 0.41 (0.26) ------- ------- ------- ------- Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 0.33 $ 0.20 $ 0.54 $ 0.55 ======= ======= ======= =======
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
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