-----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, Rq4gHRfZANqxPL3+fzuJmWuePWT8TFf5LDL2oeJAYTjgAOVczARecJw2DI9CdDN+ 4uuIkrdHjpNhcEXOCpcigw== 0000950124-07-001009.txt : 20070222 0000950124-07-001009.hdr.sgml : 20070222 20070222111721 ACCESSION NUMBER: 0000950124-07-001009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070222 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070222 DATE AS OF CHANGE: 20070222 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: 07640883 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: 07640884 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 k12630e8vk.txt CURRENT REPORT DATED FEBRUARY 22, 2007 ================================================================================ 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 22, 2007
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 22, 2007, CMS Energy Corporation ("CMS Energy") issued a News Release, in which it announced its 2006 results and 2007 and 2008 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. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. 99. CMS Energy Corporation News Release dated February 22, 2007 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, 2006 (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 22, 2007 By: /s/ Thomas J. Webb ------------------------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: February 22, 2007 By: /s/ Thomas J. Webb ------------------------------------ Thomas J. Webb Executive Vice President and Chief Financial Officer EXHIBIT INDEX
EX. DESCRIPTION - --- ----------- 99. CMS Energy Corporation News Release dated February 22, 2007
EX-99 2 k12630exv99.txt NEWS RELEASE DATED FEBRUARY 22, 2007 (CMS ENERGY LOGO) NEWS RELEASE EXHIBIT 99 CMS ENERGY REPORTS 2006 FINANCIAL RESULTS AND ANNOUNCES 2007 AND 2008 ADJUSTED EARNINGS GUIDANCE JACKSON, Mich., Feb. 22, 2007 - CMS Energy announced today a reported net loss of $90 million, or $0.41 per share, for 2006, compared to a reported net loss of $94 million, or $0.44 per share, for 2005. CMS Energy's adjusted 2006 net income, which excludes impairment charges and other items, was $142 million, or $0.57 per share, compared to $295 million, or $1.39 per share for 2005. Adjusted 2006 net income without the expected reversal of previous mark-to-market gains was $254 million, or $1.08 per share, up from $204 million, or $0.96 per share, for 2005. The 2006 reported net loss includes the effects of two previously announced non-cash, after-tax charges: -- A third-quarter impairment charge of $169 million, or $0.76 per share, related to CMS Energy's 50 percent interest in the Atacama power plant and pipeline in Chile and Argentina. -- A fourth-quarter charge of $80 million, or $0.36 per share, linked to a preliminary agreement to settle shareholder class action lawsuits linked to round-trip energy trading. For the fourth quarter of 2006, CMS Energy announced a reported net loss of $32 million, or $0.15 per share, compared to a reported net loss of $6 million, or $0.03 per share, for the same period in 2005. Adjusted net income for the fourth quarter of 2006 was $73 million, or $0.33 per share, up from $1 million, or less than $0.01 per share, for the fourth quarter of 2005. Adjusted fourth quarter net income, without mark-to-market effects, was $60 million, or $0.27 per share, compared to $41 million, or $0.19 per share, for the fourth quarter of 2005. CMS Energy recently announced plans to sell the bulk of its international businesses and its non-utility natural gas assets in northern Michigan. Those sales are expected to be completed in 2007. The sales are contingent upon meeting deal-related closing conditions and receiving necessary regulatory and other approvals, and the successful execution of a bid sale of CMS Energy's remaining businesses in Latin America and in Jamaica. Proceeds from the sales are expected to be used to retire part of the parent company debt and for general corporate purposes, including investments in CMS Energy's Michigan utility, Consumers Energy. As the businesses are sold, 2007 net income is expected to drop, with an expected earnings reduction of about $0.30 per share, including interest savings. That led CMS Energy to set its 2007 adjusted earnings guidance at about $0.80 per share. The company expects 2008 adjusted earnings of about $1.20 per share as increased earnings from investments in Consumers Energy and lower interest costs are anticipated to offset the earnings lost from the sales. CMS Energy anticipates that its 2007, and possibly 2008, reported (Generally Accepted Accounting Principles) earnings will be lower than its adjusted earnings, primarily due to the expected effect of asset sales. CMS Energy isn't providing reported earnings guidance because of the uncertainties associated with those factors. "We will be in transition in 2007 as we lose earnings from the businesses being sold and realize the benefits of our increased investments in Consumers Energy later. The asset sales should allow us to accelerate our financial improvement plan, and our adjusted earnings trend should be back on track in 2008," said David Joos, president and chief executive officer of CMS Energy. CMS Energy (NYSE: CMS) 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) and adjusted (non-GAAP) basis. Management views adjusted earnings as 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 including 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, 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 SUMMARIZED STATEMENTS OF INCOME (LOSS) Condensed Consolidated Income Statements (In Millions, Except Per Share Amounts)
Fourth Quarter (Unaudited) Twelve Months --------------- --------------- 2006 2005 2006 2005 ------ ------ ------ ------ Operating Revenue $1,920 $1,906 $6,810 $6,288 Earnings from Equity Method Investees 26 33 89 125 Operating Expenses 1,847 1,955 6,473 5,503 Asset Impairment Charges 220 -- 459 1,184 ------ ------ ------ ------ Operating Loss $ (121) $ (16) $ (33) $ (274) Other Income (Deductions) 108 (20) 201 57 Fixed Charges 124 93 511 489 ------ ------ ------ ------ Loss before Minority Interests $ (137) $ (129) $ (343) $ (706) Minority Interests (Obligations) (73) (60) (100) (440) ------ ------ ------ ------ Loss before Income Taxes $ (64) $ (69) $ (243) $ (266) Income Tax Benefit (33) (52) (158) (168) ------ ------ ------ ------ Loss from Continuing Operations $ (31) $ (17) $ (85) $ (98) Income from Discontinued Operations 2 14 6 14 ------ ------ ------ ------ Net Loss $ (29) $ (3) $ (79) $ (84) Preferred Dividends 3 3 11 10 ------ ------ ------ ------ Net Loss Available to Common Stockholders $ (32) $ (6) $ (90) $ (94) ====== ====== ====== ====== Loss Per Share Basic $(0.15) $(0.03) $(0.41) $(0.44) Diluted (0.15) (0.03) (0.41) (0.44)
Page 1 of 3 CMS Energy Corporation SUMMARIZED COMPARATIVE BALANCE SHEETS (In Millions)
December 31 December 31 2006 2005 ----------- ----------- ASSETS Cash and cash equivalents $ 351 $ 847 Restricted cash 71 198 Other current assets 2,721 2,875 ------- ------- Total current assets $ 3,143 $ 3,920 Net plant and property 7,976 7,845 Investments 598 725 Non-current assets 3,654 3,551 ------- ------- Total Assets $15,371 $16,041 ======= ======= 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) $ 6,373 $ 6,464 FIN 46 debt and finance leases 275 897 ------- ------- Total debt and capital and finance leases $ 6,648 $ 7,361 Preferred stock and securities 305 305 Minority interest 91 333 Common stockholders' equity 2,234 2,322 ------- ------- Total capitalization $ 9,278 $10,321 Securitization debt 340 370 Current liabilities 1,590 1,689 Non-current liabilities 4,163 3,661 ------- ------- Total Stockholders' Investment and Liabilities $15,371 $16,041 ======= =======
(*) Current and long-term CMS Energy Corporation SUMMARIZED STATEMENTS OF CASH FLOWS (In Millions)
Twelve Months ------------- 2006 2005 ----- ----- Beginning of Period Cash $ 847 $ 669 Cash provided by operating activities $ 688 $ 599 Cash used in investing activities (751) (494) ----- ----- Cash flow from operating and investing activities $ (63) $ 105 Cash provided by (used in) financing activities (434) 74 Currency Translation Adjustment 1 (1) ----- ----- Total Cash Flow $(496) $ 178 ----- ----- End of Period Cash $ 351 $ 847 ===== =====
Page 2 of 3 CMS Energy Corporation SUMMARY OF CONSOLIDATED EARNINGS Reconciliations of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income (In Millions, Except Per Share Amounts)
Fourth Quarter (Unaudited) Twelve Months --------------- --------------- 2006 2005 2006 2005 ------ ------ ------ ------ NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (32) $ (6) $ (90) $ (94) Reconciling Items: Discontinued Operations Income (2) (14) (6) (14) Net Asset Sales (Gains) Losses and Other 27 21 (11) 18 Shareholder Class Action Settlement 80 -- 80 -- Asset Impairment Charges -- -- 169 385 ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Including MTM $ 73 $ 1 $ 142 $ 295 Mark-to-market (Gains) Losses (13) 40 112 (91) ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 60 $ 41 $ 254 $ 204 ====== ====== ====== ====== Average Number of Common Shares Outstanding Basic 221 219 220 212 Diluted 221 219 220 212 BASIC EARNINGS (LOSS) PER AVERAGE COMMON SHARE Loss Per Share as Reported $(0.15) $(0.03) $(0.41) $(0.44) Reconciling Items: Discontinued Operations Income (0.01) (0.06) (0.03) (0.07) Net Asset Sales (Gains) Losses and Other 0.13 0.09 (0.04) 0.08 Shareholder Class Action Settlement 0.36 -- 0.36 -- Asset Impairment Charges -- -- 0.76 1.82 ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Including MTM $ 0.33 $ -- $ 0.64 $ 1.39 Mark-to-market (Gains) Losses (0.06) 0.19 0.51 (0.43) ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 0.27 $ 0.19 $ 1.15 $ 0.96 ====== ====== ====== ====== DILUTED EARNINGS (LOSS) PER AVERAGE COMMON SHARE Loss Per Share as Reported $(0.15) $(0.03) $(0.41) $(0.44) Reconciling Items: Discontinued Operations Income (0.01) (0.06) (0.03) (0.07) Net Asset Sales (Gains) Losses and Other 0.13 0.09 (0.11) 0.08 Shareholder Class Action Settlement 0.36 -- 0.36 -- Asset Impairment Charges -- -- 0.76 1.82 ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Including MTM $ 0.33 $ -- $ 0.57 $ 1.39 Mark-to-market (Gains) Losses (0.06) 0.19 0.51 (0.43) ------ ------ ------ ------ Adjusted Net Income - Non-GAAP Basis, Excluding MTM $ 0.27 $ 0.19 $ 1.08 $ 0.96 ====== ====== ====== ======
Note: Management views adjusted earnings as 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 market value of certain natural gas contracts. Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----