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) April 26, 2012
Commission File Number |
Registrant; State of Incorporation; Address; and Telephone Number |
IRS Employer Identification No. | ||
1-9513 | CMS ENERGY CORPORATION (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550 |
38-2726431 | ||
1-5611 | CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (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 April 26, 2012, CMS Energy Corporation (CMS Energy) issued a News Release, in which it announced its results for the first quarter of 2012 and reaffirmed its guidance for 2012 adjusted earnings. 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.
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, as amended, 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, as amended, except as shall be expressly set forth in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 CMS Energy Corporation News Release dated April 26, 2012
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 sections of CMS Energy Corporations (CMS Energy) Form 10-K and Consumers Energy Companys (Consumers Energy) Form 10-K each for the Year Ended December 31, 2011. CMS Energys and Consumers Energys FORWARD-LOOKING STATEMENTS AND INFORMATION and RISK FACTORS sections are incorporated herein by reference and discuss important factors that could cause CMS Energys and Consumers Energys 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: April 26, 2012 | By: | /s/ Thomas J. Webb | ||||
Thomas J. Webb | ||||||
Executive Vice President and Chief Financial Officer |
CONSUMERS ENERGY COMPANY | ||||||
Dated: April 26, 2012 | By: | /s/ Thomas J. Webb | ||||
Thomas J. Webb | ||||||
Executive Vice President and Chief Financial Officer |
Exhibit Index
99.1 CMS Energy Corporation News Release dated April 26, 2012
Exhibit 99.1
CMS ENERGY ANNOUNCES FIRST QUARTER EARNINGS OF $0.25 PER SHARE,
OR $0.37 PER SHARE ON AN ADJUSTED BASIS, AND REAFFIRMS
ADJUSTED EARNINGS GUIDANCE OF $1.52 TO $1.55 PER SHARE
JACKSON, Mich., April 26, 2012 CMS Energy announced today reported net income of $67 million, or $0.25 per share, for the first quarter of 2012, compared to reported net income of $135 million, or $0.52 per share, for the same quarter of 2011. The 2012 reported net income includes a one-time charge of $36 million, or $0.14 per share, reflecting the write-off of an electric decoupling regulatory asset at the companys Michigan utility, Consumers Energy.
The companys first quarter adjusted (non-Generally Accepted Accounting Principles) net income, which excludes the effects of one-time items, legacy issues associated with previously sold assets, the electric decoupling write-off, and certain other items, was $97 million, or $0.37 per share, compared to $133 million, or $0.51 per share, for the same quarter in 2011.
The companys first quarter results also reflect the effects of one of the warmest winters on record for Michigan. The unseasonably mild temperatures sharply reduced customer demand for natural gas and electricity from Consumers Energy.
John Russell, CMS Energys president and chief executive officer, said the company already has identified a number of options to offset the adverse weather impacts and is in the process of implementing those cost reduction measures.
We already planned to reduce our operations and maintenance costs by 4 percent this year and then reduce them by about 1 percent a year through 2016, Russell said. We are making additional cost reductions, while continuing to make substantial capital investments to serve customers and improve the environment.
Over the next five years, Consumers Energy plans to invest $6.6 billion in its operations, primarily on renewable energy, environmental quality, energy efficiency, and its electric and natural gas systems.
Russell noted the companys long-term plan calls for holding base rate increases for its 2.9 million customers at or below the rate of inflation for the next five years.
CMS Energy reaffirmed its guidance for 2012 adjusted earnings of $1.52 to $1.55 per share, consistent with the companys long-term plan of 5 percent to 7 percent annual earnings per share growth. The companys reported earnings could vary from adjusted earnings because of several factors, such as legacy issues associated with prior asset sales and regulatory items from prior years. Because of those uncertainties, the company isnt providing reported earnings guidance.
In reviewing recent major events, Russell noted the company:
| Reduced natural gas prices this month to their lowest level in nine years and projected that lower gas costs will save customers more than $100 million over the next 12 months. |
| Announced it has signed $207 million in multi-year contracts with other Michigan businesses as part of its commitment to the Pure Michigan Business Connect initiative. The company committed to spend an additional $250 million over the next five years on competitively priced, quality products and services with other businesses in the state. That is in addition to the $2 billion a year the utility already spends with other Michigan companies. |
| Continues major construction on its first wind farm, the Lake Winds Energy Park. The 100-megawatt facility is scheduled to begin serving customers later this year. |
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 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 companys present operating financial performance, unaffected by discontinued operations, asset sales, impairments, regulatory items from prior years, or other items detailed in the attached summary financial statements. Certain of these items have the potential to impact, favorably or unfavorably, the companys reported earnings in 2012. The company is not able to estimate the impact of these matters and is not providing reported earnings guidance.
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 INFORMATION and RISK FACTORS sections of CMS Energys Form 10-K and Consumers Energys Form 10-K each for the Year Ended December 31, 2011.
CMS Energys and Consumers Energys FORWARD-LOOKING STATEMENTS AND INFORMATION and RISK FACTORS sections are incorporated herein by reference and discuss important factors that could cause CMS Energys and Consumers Energys 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 INCOME
(In Millions, Except Per Share Amounts)
First Quarter | ||||||||
(Unaudited) | ||||||||
2012 | 2011 | |||||||
Operating Revenue |
$ | 1,743 | $ | 2,055 | ||||
Operating Expenses |
1,555 | 1,749 | ||||||
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Operating Income |
$ | 188 | $ | 306 | ||||
Other Income |
9 | 9 | ||||||
Interest Charges |
99 | 105 | ||||||
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Income before Income Taxes |
$ | 98 | $ | 210 | ||||
Income Tax Expense |
38 | 77 | ||||||
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Income from Continuing Operations |
$ | 60 | $ | 133 | ||||
Income from Discontinued Operations |
7 | 2 | ||||||
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Net Income Available to Common Stockholders |
$ | 67 | $ | 135 | ||||
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Income Per Share |
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Basic |
$ | 0.26 | $ | 0.54 | ||||
Diluted |
0.25 | 0.52 |
Page 1 of 3
CMS Energy Corporation
SUMMARIZED CONSOLIDATED BALANCE SHEETS
(In Millions)
March 31 | December 31 | |||||||
2012 | 2011 | |||||||
(Unaudited) | ||||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 358 | $ | 161 | ||||
Restricted cash and cash equivalents |
29 | 27 | ||||||
Other current assets |
1,881 | 2,377 | ||||||
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Total current assets |
$ | 2,268 | $ | 2,565 | ||||
Plant, property and equipment |
10,755 | 10,633 | ||||||
Other non-current assets |
3,137 | 3,254 | ||||||
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Total Assets |
$ | 16,160 | $ | 16,452 | ||||
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Liabilities and Equity |
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Current liabilities |
$ | 982 | $ | 1,281 | ||||
Non-current liabilities |
4,893 | 4,835 | ||||||
Capitalization |
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Debt and capital and finance leases (*) |
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Long-term debt and capital leases (excluding non-recourse debt, finance leases and securitization debt) |
6,554 | 6,602 | ||||||
Non-recourse debt and finance leases |
476 | 491 | ||||||
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Total debt and capital and finance leases |
7,030 | 7,093 | ||||||
Noncontrolling interests |
44 | 44 | ||||||
Common stockholders equity |
3,049 | 3,028 | ||||||
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Total capitalization |
$ | 10,123 | $ | 10,165 | ||||
Securitization debt |
162 | 171 | ||||||
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Total Liabilities and Equity |
$ | 16,160 | $ | 16,452 | ||||
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(*) Current and long-term
CMS Energy Corporation
SUMMARIZED STATEMENTS OF CASH FLOWS
(In Millions)
First Quarter (Unaudited) |
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2012 | 2011 | |||||||
Beginning of Period Cash |
$ | 161 | $ | 247 | ||||
Cash provided by operating activities |
$ | 635 | $ | 841 | ||||
Cash used in investing activities |
(313 | ) | (228 | ) | ||||
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Cash flow from operating and investing activities |
$ | 322 | $ | 613 | ||||
Cash used in financing activities |
(125 | ) | (61 | ) | ||||
Changes in cash included in assets held for sale |
| 2 | ||||||
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Total Cash Flow |
$ | 197 | $ | 554 | ||||
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End of Period Cash |
$ | 358 | $ | 801 | ||||
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Page 2 of 3
CMS Energy Corporation
SUMMARY OF CONSOLIDATED EARNINGS
Reconciliations of GAAP Net Income to Non-GAAP Adjusted Net Income
(In Millions, Except Per Share Amounts)
First Quarter | ||||||||
(Unaudited) | ||||||||
2012 | 2011 | |||||||
Net Income Available to Common Stockholders |
$ | 67 | $ | 135 | ||||
Reconciling Items: |
||||||||
Discontinued Operations Income |
(7 | ) | (2 | ) | ||||
Electric Decoupling Court Order |
36 | | ||||||
Restructuring Costs |
1 | | ||||||
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Adjusted Net IncomeNon-GAAP Basis |
$ | 97 | $ | 133 | ||||
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Average Number of Common Shares Outstanding |
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Basic |
256 | 250 | ||||||
Diluted |
267 | 262 | ||||||
Basic Earnings Per Average Common Share |
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Net Income Per Share as Reported |
$ | 0.26 | $ | 0.54 | ||||
Reconciling Items: |
||||||||
Discontinued Operations Income |
(0.03 | ) | (0.01 | ) | ||||
Electric Decoupling Court Order |
0.14 | | ||||||
Restructuring Costs |
0.01 | | ||||||
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Adjusted Net IncomeNon-GAAP Basis |
$ | 0.38 | $ | 0.53 | ||||
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Diluted Earnings Per Average Common Share |
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Net Income Per Share as Reported |
$ | 0.25 | $ | 0.52 | ||||
Reconciling Items: |
||||||||
Discontinued Operations Income |
(0.03 | ) | (0.01 | ) | ||||
Electric Decoupling Court Order |
0.14 | | ||||||
Restructuring Costs |
0.01 | | ||||||
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Adjusted Net IncomeNon-GAAP Basis |
$ | 0.37 | $ | 0.51 | ||||
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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, unaffected by discontinued operations, asset sales, impairments, regulatory items from prior years or other items detailed in these summary financial statements. |
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