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 3, 2004
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 3, 2004, CMS Energy Corporation ("CMS Energy") issued a News
Release, in which it announced its results for the third quarter and first nine
months of 2004, improved its outlook for 2004 reported earnings and reaffirmed
its 2004 ongoing 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.
The 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'S DISCUSSION AND ANALYSIS sections of CMS Energy's Form 10-K/A for
the Fiscal Year Ended December 31, 2003 and Consumers' Form 10-K for the Fiscal
Year Ended December 31, 2003 (both 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: November 3, 2004
By: /s/ Thomas J. Webb
----------------------------------
Thomas J. Webb
Executive Vice President and
Chief Financial Officer
CONSUMERS ENERGY COMPANY
Dated: November 3, 2004
By: /s/ Thomas J. Webb
----------------------------------
Thomas J. Webb
Executive Vice President and
Chief Financial Officer
[CMS ENERGY LOGO] NEWS RELEASE
CMS ENERGY ANNOUNCES IMPROVED THIRD QUARTER REPORTED
EARNINGS AND CONFIRMS 2004 ONGOING EARNINGS GUIDANCE
JACKSON, Mich., Nov. 3, 2004 -- CMS Energy (NYSE: CMS) announced
today reported net income of $56 million, or $0.34 per share, for the third
quarter of 2004, compared to a net loss of $69 million, or $0.46 per share, for
the same quarter of 2003. (All per share figures are on a diluted basis.)
The third quarter 2004 results include a $0.23 per share gain
principally from the sale of western Australia pipeline assets. The third
quarter 2003 results reflected $0.52 per share in charges related to the
impairment of South American electric distribution assets, debt retirement, and
financing costs.
Ongoing (non-Generally Accepted Accounting Principles) net income
for the third quarter was $18 million, or $0.11 per share, up from $10 million
or $0.06 per share in the same period of 2003. The earnings are in line with
expectations, despite mild summer weather, and are driven by good operating
results and reduced debt. Ongoing earnings provide a key measure of the
Company's present operating financial performance, unaffected by discontinued
operations, asset sales or other items detailed in the attached summary
financial statements.
For the first nine months of 2004, CMS Energy reported net income
of $65 million, or $0.40 per share, compared to a net loss of $52 million, or
$0.36 per share, for the first nine months of 2003. Ongoing net income for the
first nine months of 2004 was $110 million, or $0.68 per share, compared to $86
million, or $0.59 per share, for the first nine months of 2003.
The Company reaffirmed today its 2004 ongoing earnings guidance
at $0.85 per share despite cooler than normal summer weather and near-term
dilution from a successful equity offering in October. CMS Energy also noted
that it has raised its outlook for 2004 reported earnings to $0.75 per share, up
from $0.50 per share, as a result of concluding its successful asset sales
program for 2004.
Positive market reaction to the equity offering allowed CMS
Energy to increase its common stock issue by nearly 50 percent, from 22 million
shares to 32.8 million shares. The net proceeds of $288 million will be invested
in CMS Energy's principal subsidiary, Consumers Energy. The first $100 million
infusion of the stock proceeds took place on Monday. In August, the parent
company used corporate cash to infuse $150 million of equity into the utility.
David Joos, CMS Energy's chief executive officer, said the
Company continues to make progress implementing its utility-plus strategy, which
focuses on the core utility, complemented by CMS Enterprises businesses that
have predictable earnings.
"We had another good quarter. Strong operating performance
allowed us to continue to improve our balance sheet and increase our financial
flexibility," Joos said.
CMS Energy is an integrated energy company, which has as its
primary business operations an electric and natural gas utility, natural gas
pipeline systems, and independent power generation.
# # #
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)
------------------------------ -----------------------------
Restated Restated
2004 2003 2004 2003
------------- -------------- ------------- -------------
Operating Revenue $ 1,063 $ 1,047 $ 3,910 $ 4,141
Earnings from Equity Method Investees 18 28 78 125
Operating Expenses 923 936 3,412 3,706
Asset Impairment Charges - 61 125 70
------------ ------------- ------------- ------------
Operating Income $ 158 $ 78 $ 451 $ 490
Other Income (Deductions) 61 1 83 2
Fixed Charges 145 180 441 455
Income Tax Expense (Benefit) 18 (25) 8 48
Minority Interests 5 (5) 17 (3)
------------ ------------- ------------- ------------
Income (Loss) from Continuing Operations $ 51 $ (71) $ 68 $ (8)
Income (Loss) from Discontinued Operations 8 2 6 (20)
Cumulative Effect of Accounting Changes - - - (24)
------------ ------------- ------------- ------------
Net Income (Loss) $ 59 $ (69) $ 74 $ (52)
Preferred Dividends 3 - 9 -
------------ ------------- ------------- ------------
Net Income (Loss) Available to Common Stock $ 56 $ (69) $ 65 $ (52)
============ ============= ============= ============
Earnings (Loss) Per Share
Basic $ 0.35 $ (0.46) $ 0.40 $ (0.36)
Diluted 0.34 (0.46) 0.40 (0.36)
CMS Energy Corporation
SUMMARIZED COMPARATIVE BALANCE SHEETS
-------------------------------------
(Millions of Dollars)
As of Sept 30 (Unaudited) December 31
-------------------------------------
2004 2003 2003
---------------- ---------------- ----------------
ASSETS
Cash and cash equivalents $ 560 $ 669 $ 532
Restricted cash 83 205 201
Other current assets 2,161 1,780 1,736
---------------- ---------------- ----------------
Total current assets $ 2,804 $ 2,654 $ 2,469
Net plant and property 8,600 6,624 6,944
Investments 755 1,397 1,390
Non-current assets 3,218 2,559 3,035
---------------- ---------------- ----------------
Total assets $ 15,377 $ 13,234 $ 13,838
================ ================ ================
STOCKHOLDERS' INVESTMENT
AND LIABILITIES
Capitalization
Debt
Long-term debt (excluding securitization and $ 5,643 $ 5,889 $ 5,622
related-party debt)
Capital leases 52 116 58
Notes payable - 4 -
Current portion of long-term
debt and capital leases
(excluding securitization and related-party debt) 458 158 491
---------------- ---------------- ----------------
Total debt $ 6,153 $ 6,167 $ 6,171
Preferred stock and securities 305 707 305
Minority interest 750 35 73
Common stockholders' equity 1,764 1,291 1,585
---------------- ---------------- ----------------
Total capitalization $ 8,972 $ 8,200 $ 8,134
Securitization debt 406 434 426
MCV debt and finance lease 581 - -
Long-term debt - related parties 684 - 684
Current liabilities 1,113 1,007 1,131
Non-current liabilities 3,621 3,593 3,463
---------------- ---------------- ----------------
Total Stockholders' Investment and Liabilities $ 15,377 $ 13,234 $ 13,838
================ ================ ================
CMS Energy Corporation
SUMMARIZED STATEMENTS OF CASH FLOWS
-----------------------------------
(Millions of Dollars)
First Nine Months
(Unaudited)
-------------------------------------
2004 2003
---------------- ----------------
Beginning of Period Cash $ 532 $ 351
---------------- ----------------
Cash and Cash Equivalents from FIN 46 Implementation $ 174 $ -
---------------- ----------------
Cash provided by operating activities $ 194 $ -
Cash provided by (used in) investing activities (132) 332
---------------- ----------------
Cash flow from operating and investing activities $ 62 $ 332
Cash provided by (used in) financing activities (208) (16)
Currency Translation Adjustment - 2
---------------- ----------------
Total Cash Flow $ (146) $ 318
---------------- ----------------
End of Period Cash $ 560 $ 669
================ ================
CMS Energy Corporation
SUMMARY OF CONSOLIDATED EARNINGS
Reconciliations of GAAP Net Income (Loss) to Non-GAAP Ongoing Net Income
(Millions, Except Per Share Amounts)
Third Quarter First Nine Months
(Unaudited) (Unaudited)
--------------------------- ----------------------------
Restated Restated
2004 2003 2004 2003
----------- ------------ ------------ ------------
NET INCOME (LOSS) AVAILABLE TO COMMON STOCK $ 56 $ (69) $ 65 $ (52)
Reconciling Items:
Discontinued Operations (Income) Loss (8) (2) (6) 20
Cumulative Effect of Accounting Changes:
EITF #02-03 MTM Accounting - - - 23
SFAS No. 143 Asset Retirement Obligation - - - 1
Net Asset Sales (Gain) Loss and Writedowns (30) 81 51 94
----------- ------------ ------------ ------------
Ongoing Net Income - Non-GAAP Basis $ 18 $ 10 $ 110 $ 86
=========== ============ ============ ============
Average Number of Common Shares Outstanding
Basic 162 152 161 147
Diluted 162 152 162 147
BASIC EARNINGS (LOSS) PER AVERAGE COMMON SHARE
Earnings (Loss) Per Share as Reported $ 0.35 $ (0.46) $ 0.40 $ (0.36)
Reconciling Items:
Discontinued Operations (Income) Loss (0.05) (0.01) (0.04) 0.14
Cumulative Effect of Accounting Changes:
EITF #02-03 MTM Accounting - - - 0.15
SFAS No. 143 Asset Retirement Obligations - - - 0.01
Net Asset Sales (Gain) Loss and Writedowns (0.19) 0.53 0.32 0.65
----------- ------------ ------------ ------------
Ongoing Net Income - Non-GAAP Basis $ 0.11 $ 0.06 $ 0.68 $ 0.59
=========== ============ ============ ============
DILUTED EARNINGS (LOSS) PER AVERAGE COMMON SHARE
Earnings (Loss) Per Share as Reported $ 0.34 $ (0.46) $ 0.40 $ (0.36)
Reconciling Items:
Discontinued Operations (Income) Loss (0.05) (0.01) (0.04) 0.14
Cumulative Effect of Accounting Changes:
EITF #02-03 MTM Accounting - - - 0.15
SFAS No. 143 Asset Retirement Obligations - - - 0.01
Net Asset Sales (Gain) Loss and Writedowns (0.18) 0.53 0.32 0.65
----------- ------------ ------------ ------------
Ongoing Net Income - Non-GAAP Basis $ 0.11 $ 0.06 $ 0.68 $ 0.59
=========== ============ ============ ============