-----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, QVJFnJTsbPsdSuG/xMJQoYw3X+x0XVwvykdGWGs0cDYO41nGM7YoDO9SHaoiZYo/ iZL+Wvw8rGQuBDvVHDnHFQ== 0000950124-07-002664.txt : 20070503 0000950124-07-002664.hdr.sgml : 20070503 20070503163721 ACCESSION NUMBER: 0000950124-07-002664 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070503 DATE AS OF CHANGE: 20070503 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: 07816032 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: 07816033 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 k14901e8vk.txt CURRENT REPORT, DATED MAY 3, 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) MAY 3, 2007 COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO. - ----------- ----------------------------- ------------------ CMS ENERGY CORPORATION (A MICHIGAN CORPORATION) ONE ENERGY PLAZA JACKSON, MICHIGAN 49201 1-9513 (517) 788-0550 38-2726431 CONSUMERS ENERGY COMPANY (A MICHIGAN CORPORATION) ONE ENERGY PLAZA JACKSON, MICHIGAN 49201 1-5611 (517) 788-0550 38-0442310 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, 2007, CMS Energy Corporation ("CMS Energy") issued a News Release, in which it announced its results for the first quarter of 2007 and reaffirmed its guidance for 2007 and 2008 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. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 99. CMS Energy Corporation News Release dated May 3, 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 INFORMATION" and "RISK FACTORS" each found in the MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy's Form 10-K and Consumers' Form 10-K for the Year Ended December 31, 2006 (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: May 3, 2007 By: /s/ Thomas J. Webb ----------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: May 3, 2007 By: /s/ Thomas J. Webb ----------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer EX-99 2 k14901exv99.txt NEWS RELEASE, DATED MAY 3, 2007 EXHIBIT 99 (CMS ENERGY LETTERHEAD) CMS ENERGY REPORTS FIRST QUARTER RESULTS AND AFFIRMS ADJUSTED EARNINGS GUIDANCE JACKSON, Mich., May 3, 2007 -- CMS Energy announced today a net loss of $215 million, or $0.97 per share, for the first quarter of 2007 compared to a net loss of $27 million, or $0.12 per share, in the same quarter of 2006. CMS Energy's adjusted first quarter net income, which excludes impairment charges and other items, was $94 million, or $0.43 per share, compared to a net loss of $33 million, or $0.15 per share for the first quarter of 2006. The first quarter reported net loss was caused largely by charges linked to CMS Energy's plan to sell all of its international businesses. Those charges included a non-cash loss from discontinued operations of $180 million, or $0.81 per share, and an impairment charge of $157 million, or $0.71 per share. Those were offset partially by $28 million, or $0.12 per share, of net benefits related primarily to the asset sales. So far this year, CMS Energy has signed asset sales agreements worth nearly $1.8 billion in gross cash proceeds. The company estimates it will have an overall after-tax loss of about $225 million this year on these transactions. Proceeds from the sales are expected to be used to retire part of the parent company debt and for general corporate purposes, primarily investments in CMS Energy's Michigan utility, Consumers Energy. CMS Energy maintained its guidance for 2007 adjusted (non-Generally Accepted Accounting Principles) earnings of about $0.80 per share and 2008 adjusted earnings of about $1.20 per share. CMS Energy anticipates that its 2007, and possibly 2008, reported (GAAP) earnings will be lower than its adjusted earnings, primarily because of the loss of earnings from the businesses sold. CMS Energy isn't providing reported earnings guidance because of the uncertainties associated with those factors. "Our first quarter operating results were solid and reflect the fact that we are in a transition. We are transforming CMS Energy as we sell non-strategic businesses, eliminate overhead, continue significant investments in the utility, and reduce parent company debt. We continue to make good progress implementing this strategy and expect that the benefits of our accelerated financial improvement plan will be seen in our earnings 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-K for the quarter ended Dec. 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 SUMMARIZED CONSOLIDATED STATEMENTS OF LOSS (In Millions, Except Per Share Amounts)
First Quarter (Unaudited) --------------------------- 2007 2006 ---------- ---------- Operating Revenue $ 2,237 $ 1,937 Earnings from Equity Method Investees 19 36 Operating Expenses 2,284 1,992 ---------- ---------- Operating Loss $ (28) $ (19) Other Income 37 16 Fixed Charges 108 126 ---------- ---------- Loss before Minority Interests $ (99) $ (129) Minority Interests (Obligations) 2 (69) ---------- ---------- Loss before Income Taxes $ (101) $ (60) Income Tax Benefit (70) (28) ---------- ---------- Loss from Continuing Operations $ (31) $ (32) Income (Loss) from Discontinued Operations (180) 8 ---------- ---------- Net Loss $ (211) $ (24) Preferred Dividends 3 3 Redemption Premium on Preferred Stock 1 -- ---------- ---------- Net Loss Available to Common Stockholders $ (215) $ (27) ========== ========== Loss Per Share Basic $ (0.97) $ (0.12) Diluted (0.97) (0.12) Memo: Continuing Operations Effective Income Tax Rate (*) 69% 47%
(*) Reflects release of $81 million deferred tax asset valuation allowance in 2007. Page 1 of 3 CMS Energy Corporation SUMMARIZED CONSOLIDATED BALANCE SHEETS (In Millions)
March 31 December 31 2007 2006 ------------ ------------ (Unaudited) ASSETS Cash and cash equivalents $ 577 $ 263 Restricted cash 65 71 Other current assets 2,573 2,809 ------------ ------------ Total current assets $ 3,215 $ 3,143 Net plant and property 7,903 7,773 Investments 521 598 Non-current assets 3,638 3,857 ------------ ------------ Total assets $ 15,277 $ 15,371 ============ ============ 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) $ 6,384 $ 6,373 FIN 46 debt and finance leases 269 275 ------------ ------------ Total debt and capital and finance leases $ 6,653 $ 6,648 Preferred stock and securities 294 305 Minority interest 85 77 Common stockholders' equity 2,110 2,234 ------------ ------------ Total capitalization $ 9,142 $ 9,264 Securitization debt 332 340 Current liabilities 1,461 1,590 Non-current liabilities 4,342 4,177 ------------ ------------ Total Stockholders' Investment and Liabilities $ 15,277 $ 15,371 ============ ============
(*) Current and long-term CMS Energy Corporation SUMMARIZED STATEMENTS OF CASH FLOWS (In Millions)
First Quarter (Unaudited) -------------------------- 2007 2006 ---------- ---------- Beginning of Period Cash (**) $ 351 $ 847 Cash provided by operating activities $ 315 $ 171 Cash provided by (used in) investing activities 6 (36) ---------- ---------- Cash flow from operating and investing activities $ 321 $ 135 Cash used in financing activities (57) (225) Currency Translation Adjustment 1 1 ---------- ---------- Total Cash Flow $ 265 $ (89) ---------- ---------- End of Period Cash (**) $ 616 $ 758 ========== ==========
(**) Includes cash associated with discontinued operations. Page 2 of 3 CMS Energy Corporation SUMMARY OF CONSOLIDATED EARNINGS Reconciliations of GAAP Net Loss to Non-GAAP Adjusted Net Income (In Millions, Except Per Share Amounts)
First Quarter (Unaudited) ------------------------------ 2007 2006 ------------ ------------ NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (215) $ (27) Reconciling Items: Discontinued Operations (Income) Loss 180 (8) Asset Impairment Charges 157 -- Asset Sales (Gain) Losses and Other (28) 2 ------------ ------------ Adjusted Net Income (Loss) - Non-GAAP Basis, Including MTM of $1 in 2007 and $(74) in 2006 $ 94 $ (33) ============ ============ Average Number of Common Shares Outstanding Basic 221 219 Diluted 221 219 BASIC EARNINGS PER AVERAGE COMMON SHARE Loss Per Share as Reported $ (0.97) $ (0.12) Reconciling Items: Discontinued Operations (Income) Loss 0.81 (0.04) Asset Impairment Charges 0.71 -- Asset Sales (Gains) Losses and Other (0.12) 0.01 ------------ ------------ Adjusted Net Income (Loss) - Non-GAAP Basis, Including MTM of $0.01 in 2007 and $(0.34) in 2006 $ 0.43 $ (0.15) ============ ============ DILUTED EARNINGS PER AVERAGE COMMON SHARE Loss Per Share as Reported $ (0.97) $ (0.12) Reconciling Items: Discontinued Operations (Income) Loss 0.81 (0.04) Asset Impairment Charges 0.71 -- Asset Sales (Gains) Losses and Other (0.12) 0.01 ------------ ------------ Adjusted Net Income (Loss) - Non-GAAP Basis, Including MTM of $0.01 in 2007 and $(0.34) in 2006 $ 0.43 $ (0.15) ============ ============
Note: Management views adjusted (non-Generally Accepted Accounting Principles) 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-----