1 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) JANUARY 30, 2001 ---------------- NRG ENERGY, INC. ---------------- (Exact name of registrant as specified in its charter) DELAWARE -------- (State or other jurisdiction of incorporation) 000-25569 41-1724239 (Commission File Number) (IRS Employer Identification No.) 901 MARQUETTE AVENUE, SUITE 2300 MINNEAPOLIS, MN 55402 ------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 612-373-5300 ------------ (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS On January 30, 2001, NRG Energy, Inc. reported its financial results for the year ended December 31, 2000. The press release reporting NRG Energy's financial results is filed with this Form 8-K as Exhibit 99.1 See "Item 7. Exhibits." Item 7. Exhibits. The following exhibits are filed with this report on Form 8-K: Exhibit No. Description 99.1 Press release issued January 30, 2001, of NRG Energy, Inc. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NRG Energy, Inc. (Registrant) By /s/ Leonard A. Bluhm --------------------------- Leonard A. Bluhm Executive Vice President and Chief Financial Officer (Principal Financial Officer) Dated: February 1, 2001
1 EXHIBIT 99.1 [NRG LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE NRG Energy Reports Record Net Income and Earnings per Share Growth for 2000 HIGHLIGHTS - - YEAR-END EARNINGS PER SHARE INCREASED 182 PERCENT TO $1.10 IN 2000, VERSUS $0.39 IN 1999 - - NET INCOME FOR 2000 MORE THAN DOUBLED TO $182.9 MILLION, VERSUS $57.2 MILLION IN 1999 - - TOTAL REVENUES INCREASED THREEFOLD TO $2.16 BILLION IN 2000, VERSUS $500 MILLION IN 1999 - - MEGAWATT OWNERSHIP INCREASED 37 PERCENT TO 15,007 IN 2000, VERSUS 10,990 MW IN 1999 MINNEAPOLIS, MN (JANUARY 30, 2001) -- NRG Energy, Inc. (NYSE: NRG) reported record net income and earnings per share for 2000 that far exceeds the company's stated 25 percent minimum growth target. Earnings per share for 2000 increased to $1.10, representing a 182 percent increase from 1999 reported earnings per share of $0.39 (proforma), both on a basic and a diluted basis. Year 2000 net income increased 220 percent to $182.9 million, versus $57.2 million in 1999. Total revenues for 2000 grew 332 percent to $2.16 billion from $500 million the previous year. In addition, NRG's megawatt ownership increased 37 percent in 2000 from the prior year. "NRG has exceeded the goals we stated when we went public last year. Those goals include at least 25 percent growth in annualized earnings and megawatts, maintaining our investment grade credit rating, and developing our power marketing function," said David H. Peterson, NRG chairman, president and CEO. "The company's exceptional results are due to our successful execution of core business strategies and a well-positioned business platform. "We continued to build megawatt capacity by both acquisitions, which are immediately accretive to earnings upon close, and greenfield and brownfield development. Our disciplined growth program further diversifies our market, fuel and plant dispatch characteristics," Peterson continued. "We significantly expanded our power marketing area in 2000, allowing us to significantly increase returns on our portfolio. "Consistent with our strategy of being among the top-three competitive energy providers in each of our markets, our goal is to increase capacity megawatt ownership to at least 50,000 MWs by 2005." Looking to the future, Peterson said, "We are very optimistic about the power generation business' prospects for continued growth and are comfortable with the guidance of at least $1.30 earnings per share for 2001." For the fourth quarter, NRG achieved earnings of $0.23 per share, a 21 percent increase over $0.19 per share in the comparable quarter of 1999. Net income for fourth quarter 2000 increased to $42.0 million on 2 total revenues of $690.6 million, versus net income of $28.2 million and total revenues of $216.4 million in the comparable quarter of 1999. Earlier today, the company announced it had closed the 5,633 MW LS Power project portfolio acquisition ahead of schedule. The company has an additional 5,704 MW of acquisitions expected to close in 2001, 448 MW of projects under construction and 1,395 MW of projects expected to begin construction in 2001. [See Attachment A] DURING THE SECOND QUARTER OF 2000, NRG COMPLETED AN INITIAL PUBLIC OFFERING OF 32,395,500 SHARES PRICED AT $15 PER SHARE. FROM THE DATE OF THE INITIAL PUBLIC OFFERING TO YEAR END, THE PRICE PER SHARE OF NRG'S COMMON STOCK INCREASED BY 85 PERCENT. NRG ENERGY, INC. (NYSE: NRG) IS A LEADING GLOBAL ENERGY COMPANY PRIMARILY ENGAGED IN THE ACQUISITION, DEVELOPMENT, CONSTRUCTION, OWNERSHIP AND OPERATION OF POWER GENERATION FACILITIES. AT THE END OF 2000, NRG CURRENTLY OWNED ALL OR A PORTION OF 63 POWER GENERATION PROJECTS AND ITS NET OWNERSHIP INTEREST IN THESE PROJECTS WAS 15,007 MW. THE COMPANY'S OPERATING PROJECT PORTFOLIO WILL TOTAL APPROXIMATELY 30,000 MW ONCE PROJECTS UNDER CONSTRUCTION ARE IN OPERATION AND THOSE IN ADVANCED DEVELOPMENT, CONSTRUCTION AND UNDER ACQUISITION AGREEMENTS HAVE CLOSED. Earnings Conference Call A year-end 2000 earnings conference call is scheduled for 11:00 a.m. (eastern) on Wednesday, January 31, 2001. The live conference call may be accessed by calling (800) 230-1766 in the United States or (612) 322-0226 outside the United States. The conference call will also be simulcast over the Internet and can be accessed through the Investor Relations area of NRG Energy's web site at www.nrgenergy.com. A replay of the conference call will be available through Tuesday, February 6, 2001, by calling (800) 475-6701 in the United States or (320) 365-3844 outside the United States with an access code of 566314. Certain statements included in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements above include, but are not limited to, projected growth and future financial performance. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct. Factors that could cause NRG's actual results to differ materially from those contemplated in the forward-looking statements above include, among others, the following: factors affecting power generation operations such as unusual weather conditions, generator outages, changes in fuel costs or availability and environmental incidents; factors affecting the availability or cost of capital, such as, for example, changes in interest rates or changes in investor perceptions of the power generation industry, NRG or any of its subsidiaries; workforce factors; delay in closing or the failure to close project acquisitions, our failure to timely identify, construct and acquire power generation projects, the volatility of energy prices in a deregulated market environment and the adverse impacts on the profitability of our generation facilities that may result from the imposition of price limitations and other mechanisms to address such volatility; and other business or investment considerations that may be disclosed from time to time in NRG's Securities and Exchange Commission filings or in other publicly disseminated written documents. NRG undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause NRG's actual results to differ materially from those contemplated in the forward-looking statements included in this news 3 release should not be construed as exhaustive. For more information regarding these risks and uncertainties, review NRG's filings with the Securities and Exchange Commission. More information on NRG Energy is available at www.nrgenergy.com. # # # Contacts: Meredith Moore Media Relations 612.373.8829 meredith.moore@nrgenergy.com Rick Huckle Investor Relations 612.373.8900 rick.huckle@nrgenergy.com 4 ATTACHMENT A (IN ADDITION TO 5,633 MW LS POWER PROJECT PORTFOLIO) ACQUISITIONS EXPECTED TO CLOSE IN 2001 - CONECTIV (1,875 MW) IN N.J., DEL., MD. AND PA.; - BRIDGEPORT HARBOR AND NEW HAVEN HARBOR STATIONS (1,051 MW) LOCATED IN CONN.; - REID GARDNER AND CLARK (665 MW NET OWNERSHIP) NEAR LAS VEGAS, NEV.; - NARVA POWER (1,323 MW NET OWNERSHIP) IN ESTONIA; - SEYITOMER AND KANGAL (504 MW NET OWNERSHIP) IN TURKEY; AND - NORTH VALMY (286 MW) IN VALMY, NEV. PROJECTS THAT HAVE CLOSED AND ARE UNDER CONSTRUCTION: - SABINE RIVER WORKS (210 MW NET OWNERSHIP) LOCATED NEAR ORANGE, TEXAS; AND - BIG CAJUN I EXPANSION PROJECT (238 MW) IN NEW ROADS, LA.; Projects expected to begin construction in 2001 - MERIDEN (540 MW) LOCATED IN MERIDEN, CONN.; - BRAZOS VALLEY (310 MW NET OWNERSHIP) IN FORT BEND COUNTY, TEXAS; AND - KAUFMAN (545 MW) IN KAUFMAN COUNTY, TEXAS. 5 CONSOLIDATED BALANCE SHEETS NRG ENERGY, INC. AND SUBSIDIARIES (UNAUDITED)
December 31, December 31, (In thousands) 2000 1999 - ---------------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 95,243 $ 31,483 Restricted cash 12,135 17,441 Accounts receivable-trade, less allowance for doubtful accounts 356,442 126,376 Current portion of notes receivable - affiliates 207 287 Current portion of notes receivable 60 - Inventory 159,601 119,181 Prepayments and other current assets 30,074 29,202 - --------------------------------------------------------------------------------------------------------- Total current assets 653,762 323,970 - --------------------------------------------------------------------------------------------------------- PROPERTY, PLANT AND EQUIPMENT, AT ORIGINAL COST In service 4,109,700 2,078,804 Under construction 207,237 53,448 - --------------------------------------------------------------------------------------------------------- 4,316,937 2,132,252 Less accumulated depreciation (272,428) (156,849) - --------------------------------------------------------------------------------------------------------- Net property, plant and equipment 4,044,509 1,975,403 - --------------------------------------------------------------------------------------------------------- OTHER ASSETS Investments in projects 975,182 932,591 Capitalized project costs 10,262 2,592 Notes receivable, less current portion - affiliates 70,920 65,494 Notes receivable, less current portion 5,825 5,787 Decommissioning fund investments 3,863 - Intangible assets, net 61,352 55,586 Debt issuance costs, net 48,773 20,081 Other assets, net 90,410 50,180 - --------------------------------------------------------------------------------------------------------- Total other assets 1,266,587 1,132,311 - --------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 5,964,858 $ 3,431,684 - --------------------------------------------------------------------------------------------------------- 6 CONSOLIDATED BALANCE SHEETS NRG ENERGY, INC. AND SUBSIDIARIES (UNAUDITED)
December 31, December 31, (In thousands) 2000 1999 - --------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion of project level long-term non-recourse debt $ 137,657 $ 30,462 Revolving line of credit 8,000 340,000 Revolving line of credit, non-recourse - 35,766 Accounts payable-trade 233,187 61,211 Accounts payable-affiliate 7,191 6,404 Accrued income taxes 43,605 4,730 Accrued property and sales taxes 10,531 4,998 Accrued salaries, benefits and related costs 29,428 9,648 Accrued interest 52,526 13,479 Other current liabilities 17,919 17,657 - --------------------------------------------------------------------------------------------------- Total current liabilities 540,044 524,355 MINORITY INTEREST 14,685 14,373 CONSOLIDATED PROJECT-LEVEL, LONG-TERM, NON-RECOURSE DEBT 2,155,765 1,026,398 CORPORATE-LEVEL LONG-TERM, RECOURSE DEBT 1,503,896 915,000 CAPITAL LEASE OBLIGATION, LONG-TERM 825 - DEFERRED INCOME TAXES 55,642 16,940 DEFERRED INVESTMENT TAX CREDITS 833 1,088 POSTRETIREMENT AND OTHER BENEFIT OBLIGATIONS 83,098 24,613 DEFERRED INCOME AND OTHER LONG-TERM OBLIGATIONS 147,982 15,263 - --------------------------------------------------------------------------------------------------- Total liabilities 4,502,770 2,538,030 - --------------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY Class A - common stock; $.01 par value; 250,000 shares authorized; 147,605 shares issued and outstanding 1,476 1,476 Common stock; $.01 par value; 550,000 shares authorized; 32,396 shares issued and outstanding 324 - Additional paid-in capital 1,233,833 780,438 Retained earnings 370,145 187,210 Accumulated other comprehensive income (143,690) (75,470) - --------------------------------------------------------------------------------------------------- Total Stockholders' Equity 1,462,088 893,654 - --------------------------------------------------------------------------------------------------- Commitments and Contingencies - --------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,964,858 $ 3,431,684 - --------------------------------------------------------------------------------------------------- 7 CONSOLIDATED STATEMENTS OF INCOME NRG ENERGY, INC. AND SUBSIDIARIES (UNAUDITED)
Twelve Months Ended Three Months Ended December 31, December 31, (In thousands, except per share data) 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------------- OPERATING REVENUES Revenues from wholly-owned operations $ 2,019,179 $ 432,518 $ 679,516 $ 194,663 Equity in operating earnings of unconsolidated affiliates 141,286 67,500 11,115 21,774 - ------------------------------------------------------------------------------------------------------------------------- Total operating revenues 2,160,465 500,018 690,631 216,437 - ------------------------------------------------------------------------------------------------------------------------- OPERATING COSTS AND EXPENSES Cost of wholly-owned operations 1,291,199 269,900 450,930 121,689 Depreciation and amortization 123,404 37,026 36,128 13,338 General, administrative, and development 172,489 83,572 74,474 30,649 - ------------------------------------------------------------------------------------------------------------------------- Total operating costs and expenses 1,587,092 390,498 561,532 165,676 - ------------------------------------------------------------------------------------------------------------------------- OPERATING INCOME 573,373 109,520 129,099 50,761 - ------------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE) Minority interest in earnings of consolidated subsidiary (11,335) (2,456) (4,177) (919) Gain on sale of interests in projects - 10,994 - 10,994 Other income, net 7,857 6,432 5,946 928 Interest expense (294,486) (93,376) (79,061) (35,769) - ------------------------------------------------------------------------------------------------------------------------- Total other expense (297,964) (78,406) (77,292) (24,766) - ------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 275,409 31,114 51,807 25,995 INCOME TAXES - EXPENSE (BENEFIT) 92,474 (26,081) 9,803 (2,192) - ------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 182,935 $ 57,195 $ 42,004 $ 28,187 - ------------------------------------------------------------------------------------------------------------------------- Weighted Average Number of Common Shares Outstanding - Basic 165,861 147,605 180,000 147,605 Earnings per Average Common Share - Basic $ 1.10 $ 0.39 $ 0.23 $ 0.19 Weighted Average Number of Common Shares Outstanding - Diluted 166,995 147,605 182,030 147,605 Earnings per Average Common Share - Diluted $ 1.10 $ 0.39 $ 0.23 $ 0.19