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) July 28, 2016
Commission |
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Registrant; State of Incorporation; |
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IRS Employer |
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1-9513 |
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CMS ENERGY CORPORATION (A Michigan Corporation) |
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38-2726431 |
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1-5611 |
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CONSUMERS ENERGY COMPANY (A Michigan Corporation) |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 July 28, 2016, CMS Energy Corporation (CMS Energy) issued a News Release, in which it announced its results for the second quarter of 2016. Attached as Exhibit 99.1 to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report.
Exhibit 99.1 contains certain financial measures that are considered non-GAAP financial measures as defined in Securities and Exchange Commission rules and contains a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States.
Item 7.01. Regulation FD Disclosure.
The information set forth in the CMS Energy News Release dated July 28, 2016, attached as Exhibit 99.1, is incorporated by reference in response to this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 |
CMS Energy News Release dated July 28, 2016 |
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.
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CMS ENERGY CORPORATION |
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Dated: July 28, 2016 |
By: |
/s/ Thomas J. Webb |
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Thomas J. Webb |
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Executive Vice President and Chief Financial Officer |
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CONSUMERS ENERGY COMPANY |
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Dated: July 28, 2016 |
By: |
/s/ Thomas J. Webb |
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Thomas J. Webb |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
CMS ENERGY ANNOUNCES SECOND QUARTER EARNINGS OF $0.45 PER SHARE, REAFFIRMS 2016 EARNINGS GUIDANCE
JACKSON, Mich., July 28, 2016 CMS Energy announced today reported net income of $124 million, or $0.45 per share, for the second quarter of 2016 and $288 million, or $1.04 per share, for the first half of 2016. Earnings per share for the second quarter grew $0.20 compared to second quarter of 2015.
CMS Energy reaffirmed its guidance for 2016 adjusted earnings of $1.99 to $2.02 per share. (*See below for important information about non-GAAP measures). This is consistent with the companys 2016 plan of 5% to 7% annual adjusted earnings per share growth. Starting in 2017, CMS has increased its adjusted earnings per share growth guidance to 6% to 8% based on projected increases in capital investment.
In the first half of 2016, CMS Energys business plan progressed with investments in its operations and a focus on safety, quality improvements, customer satisfaction and environmental stewardship.
Patti Poppe, CMS Energys president and chief executive officer, said that CMS Energys principal subsidiary, Consumers Energy, is making quality improvements in its service to customers, enhancing sustainability and contributing to Michigans strengthening economy. Serving customers and communities is why we exist, said Poppe.
Im pleased that during the quarter we made great progress on our Smart Energy program. We have now installed more than 1.2 million smart meters and modules, keeping us on track for full program execution by year-end 2017, Poppe said. Smart Energy is a key driver for our quality program, essentially making estimated bills a thing of the past.
We are committed to enhancing Michigans quality of life with environmentally progressive strategies. Our carbon footprint is now reduced by 25% following the largest shutdown of coal plants by any investor-owned utility in the country, and all impacted employees were able to either retire or transition to another job at the company, said Poppe. Many employees delayed their retirement to assure that our plants were shut down safely and they could fulfill their duties as power plant professionals.
As a further demonstration of the companys commitment to providing clean and affordable energy to the people of Michigan, Consumers Energy dedicated a new 3 megawatt (MW) solar power plant on the campus of Grand Valley State University, and a 1 MW solar power plant being constructed at Western Michigan University is scheduled for third quarter completion.
Michigans economy continues to improve as the states unemployment rate dropped during the quarter to 4.7%, below the national average. Unemployment rates were closer to 3% or lower in several West Michigan counties, where the company provides electric service.
Consumers Energy was recognized for its dedication to recruit and employ military veterans, being named a silver level Veteran-Friendly Employer by the Michigan Veterans Affairs Agency.
In addition to hiring, Consumers Energy has helped Michigan companies create jobs and enhance local communities. Consumers Energy is spending $1 billion a year through 2020 with Michigan-based suppliers for a total of $5 billion, as part of its commitment to Pure Michigan Business Connect.
CMS Energy (NYSE: CMS) is a Michigan-based company that has an electric and natural gas utility, Consumers Energy, as its primary business and also owns and operates independent power generation businesses.
# # #
CMS Energy will hold a webcast to discuss its 2016 second quarter results and provide a business and financial outlook on July 28 at 10:00 AM (EDT). To participate in the Webcast, go to CMS Energys home page (www.cmsenergy.com) and select Investor Meeting.
Important information for investors about non-GAAP measures and other disclosures.
*This news release contains non-Generally Accepted Accounting Principles (non-GAAP) measures, such as adjusted earnings. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, regulatory items from prior years, or other items detailed in the attached summary financial statements. Management views adjusted earnings as a key measure of the companys present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because the company is not able to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, the companys reported earnings in future periods, the company is not providing reported earnings guidance nor is it providing a reconciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information to assist in fully understanding our business results, rather than as a substitute for the reported earnings.
This news release contains forward-looking statements. The forward-looking statements are subject to risks and uncertainties that could cause CMS Energys and Consumers Energys results to differ materially. All forward-looking statements should be considered in the context of
the risk and other factors detailed from time to time in CMS Energys and Consumers Energys Securities and Exchange Commission filings.
Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.
For more information on CMS Energy, please visit our website at www.cmsenergy.com. To sign up for email alert notifications, please visit the Investor Relations section of our website.
Media Contacts: Dan Bishop, 517/788-2395 or Brian Wheeler, 517/788-2394
Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590
CMS Energy Corporation
SUMMARIZED CONSOLIDATED STATEMENTS OF INCOME
(In Millions, Except Per Share Amounts)
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Second Quarter |
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First Half |
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(Unaudited) |
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(Unaudited) |
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2016 |
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2015 |
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2016 |
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2015 |
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Operating Revenue |
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$ |
1,371 |
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$ |
1,350 |
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$ |
3,172 |
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$ |
3,461 |
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Operating Expenses |
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1,086 |
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1,146 |
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2,551 |
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2,860 |
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Operating Income |
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$ |
285 |
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$ |
204 |
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$ |
621 |
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$ |
601 |
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Other Income |
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6 |
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3 |
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14 |
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9 |
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Interest Charges |
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108 |
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103 |
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214 |
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204 |
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Income before Income Taxes |
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$ |
183 |
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$ |
104 |
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$ |
421 |
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$ |
406 |
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Income Tax Expense |
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58 |
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36 |
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132 |
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136 |
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Net Income |
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$ |
125 |
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$ |
68 |
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$ |
289 |
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$ |
270 |
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Income Attributable to Noncontrolling Interests |
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1 |
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1 |
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1 |
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1 |
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Net Income Available to Common Stockholders |
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$ |
124 |
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$ |
67 |
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$ |
288 |
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$ |
269 |
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Income Per Share |
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Basic |
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$ |
0.45 |
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$ |
0.25 |
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$ |
1.04 |
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$ |
0.98 |
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Diluted |
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0.45 |
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0.25 |
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1.04 |
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0.98 |
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CMS Energy Corporation
SUMMARIZED CONSOLIDATED BALANCE SHEETS
(In Millions)
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June 30 |
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December 31 |
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2016 |
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2015 |
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(Unaudited) |
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Assets |
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Cash and cash equivalents |
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$ |
385 |
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$ |
266 |
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Restricted cash and cash equivalents |
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18 |
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19 |
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Other current assets |
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1,628 |
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2,035 |
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Total current assets |
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$ |
2,031 |
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$ |
2,320 |
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Plant, property, and equipment |
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15,187 |
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14,705 |
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Other non-current assets |
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3,245 |
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3,274 |
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Total Assets |
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$ |
20,463 |
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$ |
20,299 |
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Liabilities and Equity |
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Current liabilities |
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$ |
1,173 |
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$ |
1,347 |
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Non-current liabilities |
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5,583 |
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5,504 |
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Capitalization |
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Debt, capital leases, and financing obligation (*) |
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Debt, capital leases, and financing obligation (excluding non-recourse and securitization debt) |
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8,065 |
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8,022 |
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Non-recourse debt |
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1,109 |
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1,098 |
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Total debt, capital leases, and financing obligation |
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9,174 |
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9,120 |
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Noncontrolling interests |
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37 |
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37 |
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Common stockholders equity |
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4,156 |
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3,938 |
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Total capitalization |
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$ |
13,367 |
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$ |
13,095 |
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Securitization debt |
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340 |
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353 |
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Total Liabilities and Equity |
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$ |
20,463 |
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$ |
20,299 |
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(*) Current and long-term
CMS Energy Corporation
SUMMARIZED STATEMENTS OF CASH FLOWS
(In Millions)
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First Half |
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(Unaudited) |
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2016 |
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2015 |
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Beginning of Period Cash |
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$ |
266 |
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$ |
207 |
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Cash provided by operating activities |
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$ |
1,101 |
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$ |
1,262 |
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Cash used in investing activities |
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(910 |
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(782 |
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Cash flow from operating and investing activities |
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$ |
191 |
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$ |
480 |
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Cash used in financing activities |
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(72 |
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(210 |
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Total Cash Flow |
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$ |
119 |
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$ |
270 |
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End of Period Cash |
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$ |
385 |
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$ |
477 |
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CMS Energy Corporation
SUMMARY OF CONSOLIDATED EARNINGS
Reconciliations of GAAP Net Income to Non-GAAP Adjusted Net Income
(In Millions, Except Per Share Amounts)
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Second Quarter |
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First Half |
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(Unaudited) |
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(Unaudited) |
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2016 |
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2015 |
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2016 |
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2015 |
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Net Income Available to Common Stockholders |
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$ |
124 |
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$ |
67 |
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$ |
288 |
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$ |
269 |
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Reconciling Items: |
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Discontinued Operations (Income) Loss |
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* |
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* |
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* |
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(* |
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Restructuring Costs and Other |
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* |
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* |
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* |
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* |
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Adjusted Net Income - Non-GAAP Basis |
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$ |
124 |
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$ |
67 |
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$ |
288 |
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$ |
269 |
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Average Number of Common Shares Outstanding |
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Basic |
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278 |
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275 |
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277 |
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275 |
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Diluted |
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279 |
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276 |
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279 |
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276 |
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Basic Earnings Per Average Common Share |
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Net Income Per Share as Reported |
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$ |
0.45 |
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$ |
0.25 |
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$ |
1.04 |
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$ |
0.98 |
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Reconciling Items: |
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Discontinued Operations (Income) Loss |
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* |
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* |
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* |
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(* |
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Restructuring Costs and Other |
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* |
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* |
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* |
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* |
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Adjusted Net Income - Non-GAAP Basis |
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$ |
0.45 |
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$ |
0.25 |
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$ |
1.04 |
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$ |
0.98 |
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Diluted Earnings Per Average Common Share |
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Net Income Per Share as Reported |
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$ |
0.45 |
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$ |
0.25 |
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$ |
1.04 |
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$ |
0.98 |
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Reconciling Items: |
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Discontinued Operations (Income) Loss |
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* |
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* |
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* |
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(* |
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Restructuring Costs and Other |
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* |
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* |
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* |
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* |
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Adjusted Net Income - Non-GAAP Basis |
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$ |
0.45 |
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$ |
0.25 |
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$ |
1.04 |
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$ |
0.98 |
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Note: |
Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Companys present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the Company uses adjusted earnings to measure and assess performance. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, regulatory items from prior years, or other items detailed in these summary financial statements. Adjusted earnings should be considered supplemental information to assist in fully understanding our business results, rather than as a substitute for reported earnings. |
* Less than $500 thousand or $0.01 per share.