-----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, GopgMs5rVKC7wxBDXkCb3xiBubHUaqHFxx1MVECjiOAJNnFGqfJpMwXNXv1TZAto FZ8vdcdPLeGEt9OggmQMPA== 0000950124-06-006382.txt : 20061102 0000950124-06-006382.hdr.sgml : 20061102 20061102145128 ACCESSION NUMBER: 0000950124-06-006382 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061102 DATE AS OF CHANGE: 20061102 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: 061182257 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: 061182258 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 k09664e8vk.txt CURRENT REPORT, DATED NOVEMBER 2, 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) NOVEMBER 2, 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 November 2, 2006, CMS Energy Corporation ("CMS Energy") issued a News Release, in which it announced its results for the third quarter and first nine months of 2006 and reaffirmed its guidance for 2006 adjusted earnings excluding mark-to-market impacts (non-U.S. generally accepted accounting principles). Attached to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (D) EXHIBITS. 99.1 CMS Energy's News Release dated November 2, 2006 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 Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CMS ENERGY CORPORATION Dated: November 2, 2006 By: /s/ Thomas J. Webb ------------------------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: November 2, 2006 By: /s/ Thomas J. Webb ------------------------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer EXHIBIT INDEX
Exhibit Number Exhibit - ------- ------- 99.1 CMS Energy's News Release dated November 2, 2006
EX-99.1 2 k09664exv99w1.txt NEWS RELEASE, DATED NOVEMBER 2, 2006 Exhibit 99.1 (CMS ENERGY LOGO) News Release CMS ENERGY REPORTS STRONG THIRD QUARTER OPERATING PERFORMANCE; WRITEDOWN OF SOUTH AMERICAN ASSET RESULTS IN REPORTED NET LOSS JACKSON, Mich., Nov. 2, 2006 -- CMS Energy (NYSE: CMS) announced today a reported net loss of $103 million, or $0.47 per share, for the third quarter of 2006, compared to a reported net loss of $265 million, or $1.21 per share, for the same quarter of 2005. The 2006 third quarter loss stemmed primarily from an after-tax impairment charge of $169 million, or $0.76 per share, for CMS Energy's 50 percent interest in the GasAtacama power plant and pipeline. The non-cash charge reflects increased uncertainty about the availability of natural gas to fuel the 720-megawatt plant in Chile. CMS Energy's adjusted third quarter net income, which excludes the GasAtacama impairment and other items, was $40 million, or $0.18 per share, down from $119 million, or $0.54 per share, for the same period of 2005. Adjusted third quarter 2006 net income, without the expected reversal of previous mark-to-market gains, was $70 million, or $0.31 per share, compared to $44 million, or $0.20 per share, for the same quarter of 2005. For the first nine months of 2006, CMS Energy had a reported net loss of $58 million, or $0.26 per share, compared to a reported net loss of $88 million, or $0.42 per share, for the first nine months of 2005. CMS Energy's adjusted nine-month net income, which excludes the GasAtacama impairment charge and other items, was $69 million, or $0.31 per share, down from $294 million, or $1.39 per share, for the same period of 2005. Adjusted nine-month 2006 net income, without mark-to-market impacts, was $194 million, or $0.88 per share, compared to $163 million, or $0.77 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 noted that its 2006 reported (GAAP) earnings will be substantially lower than its adjusted earnings because of the expected reversal of mark-to-market gains and the GasAtacama impairment charge. CMS Energy isn't providing specific reported (GAAP) earnings guidance because of the uncertainties associated with the reversal of mark-to-market gains. "Operational performance was strong during the quarter, especially in meeting record high electric demand in Michigan in early August. Unfortunately, the size of the GasAtacama impairment charge overshadows that fundamental strength of our businesses and the outstanding efforts of our employees to serve customers," said David Joos, CMS Energy's president and chief executive officer. 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 June 30, 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)
Third Quarter First Nine Months (Unaudited) (Unaudited) --------------- ----------------- 2006 2005 2006 2005 ------ ------ ------ ------ Operating Revenue $1,462 $1,307 $4,890 $4,382 Earnings from Equity Method Investees 19 40 63 92 Operating Expenses 1,243 967 4,626 3,548 Asset Impairment Charges 239 1,184 239 1,184 ------ ------ ------ ------ Operating Income (Loss) $ (1) $ (804) $ 88 $ (258) Other Income 35 24 93 77 Fixed Charges 126 127 387 396 ------ ------ ------ ------ Loss before Minority Interests $ (92) $ (907) $ (206) $ (577) Minority Interests (Obligations) 41 (479) (27) (380) ------ ------ ------ ------ Loss before Income Taxes $ (133) $ (428) $ (179) $ (197) Income Tax Benefit (31) (165) (125) (116) ------ ------ ------ ------ Loss from Continuing Operations $ (102) $ (263) $ (54) $ (81) Income from Discontinued Operations 1 -- 4 -- ------ ------ ------ ------ Net Loss $ (101) $ (263) $ (50) $ (81) Preferred Dividends 2 2 8 7 ------ ------ ------ ------ Net Loss Available to Common Stockholders $ (103) $ (265) $ (58) $ (88) ====== ====== ====== ====== Loss Per Share Basic $(0.47) $(1.21) $(0.26) $(0.42) Diluted (0.47) (1.21) (0.26) (0.42)
Page 1 of 3 CMS Energy Corporation SUMMARIZED COMPARATIVE BALANCE SHEETS (Millions of Dollars)
September 30 December 31 2006 2005 ------------ ----------- (Unaudited) ASSETS Cash and cash equivalents $ 459 $ 847 Restricted cash 70 198 Other current assets 2,517 2,854 ------- ------- Total current assets $ 3,046 $ 3,899 Net plant and property 8,081 7,845 Investments 564 725 Non-current assets 3,287 3,551 ------- ------- Total Assets $14,978 $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) $ 6,390 $ 6,464 FIN 46 debt and finance leases 695 897 ------- ------- Total debt and capital and finance leases $ 7,085 $ 7,361 Preferred stock and securities 305 305 Minority interest 344 333 Common stockholders' equity 2,276 2,322 ------- ------- Total capitalization $10,010 $10,321 Securitization debt 348 370 Current liabilities 1,270 1,668 Non-current liabilities 3,350 3,661 ------- ------- Total Stockholders' Investment and Liabilities $14,978 $16,020 ======= =======
(*) Current and long-term CMS Energy Corporation SUMMARIZED STATEMENTS OF CASH FLOWS (Millions of Dollars)
First Nine Months (Unaudited) ----------------- 2006 2005 ----- ----- Beginning of Period Cash $ 847 $ 669 Cash provided by operating activities $ 436 $ 567 Cash used in investing activities (436) (362) ----- ----- Cash flow from operating and investing activities $ -- $ 205 Cash used in financing activities (389) (82) Currency Translation Adjustment 1 1 ----- ----- Total Cash Flow $(388) $ 124 ----- ----- End of Period Cash $ 459 $ 793 ===== =====
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)
Third Quarter First Nine Months (Unaudited) (Unaudited) --------------- ----------------- 2006 2005 2006 2005 ------ ------ ------ ------ NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (103) $ (265) $ (58) $ (88) Reconciling Items: Discontinued Operations Income (1) -- (4) -- Net Asset Sales Gains and Other (25) (1) (38) (3) Asset Impairment Charges 169 385 169 385 ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Including MTM $ 40 $ 119 $ 69 $ 294 Mark-to-market (Gains) Losses 30 (75) 125 (131) ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 70 $ 44 $ 194 $ 163 ====== ====== ====== ====== Average Number of Common Shares Outstanding Basic 220 220 220 211 Diluted 220 220 220 211 BASIC EARNINGS (LOSS) PER AVERAGE COMMON SHARE Loss Per Share as Reported $(0.47) $(1.21) $(0.26) $(0.42) Reconciling Items: Discontinued Operations Income -- -- (0.02) -- Net Asset Sales Gains and Other (0.11) -- (0.17) (0.02) Asset Impairment Charges 0.76 1.75 0.76 1.83 ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Including MTM $ 0.18 $ 0.54 $ 0.31 $ 1.39 Mark-to-market (Gains) Losses 0.13 (0.34) 0.57 (0.62) ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 0.31 $ 0.20 $ 0.88 $ 0.77 ====== ====== ====== ====== DILUTED EARNINGS (LOSS) PER AVERAGE COMMON SHARE Loss Per Share as Reported $(0.47) $(1.21) $(0.26) $(0.42) Reconciling Items: Discontinued Operations Income -- -- (0.02) -- Net Asset Sales Gains and Other (0.11) -- (0.17) (0.02) Asset Impairment Charges 0.76 1.75 0.76 1.83 ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Including MTM $ 0.18 $ 0.54 $ 0.31 $ 1.39 Mark-to-market (Gains) Losses 0.13 (0.34) 0.57 (0.62) ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 0.31 $ 0.20 $ 0.88 $ 0.77 ====== ====== ====== ======
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-----