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) | March 11, 2004 | |
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NRG Energy, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware |
(State or other jurisdiction of incorporation) |
001-15891 | 41-1724239 | |
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(Commission File Number) |
(IRS Employer Identification No.) |
901 Marquette Avenue, Suite 2300 Minneapolis, MN | 55402 | |
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(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code | 612-373-5300 | |
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(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. | ||||||||
Item 12. Results of Operations and Financial Condition | ||||||||
SIGNATURES | ||||||||
Press Release |
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) | Financial Statements: Not applicable |
(b) | Pro Forma Financial Information: Not applicable |
(c) | Exhibits: |
Exhibit No. | Document |
99.1 | Press release dated March 11, 2004. |
Item 12. Results of Operations and Financial Condition
On March 11, 2004, NRG Energy, Inc. issued a press release reporting its financial and operating results for the fiscal year 2003, which encompasses both periods prior and subsequent to its emergence from Chapter 11 on December 5, 2003. Such press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. The press release contains certain non-GAAP financial information. The reconciliation of such non-GAAP financial information to GAAP financial measures is included in the press release. Further, the press release contains statements intended as forward-looking statements which are subject to the cautionary statement about forward-looking statements set forth therein.
In accordance with SEC Release No. 33-8176, the information contained in such press release shall not be deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, 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 by specific reference in such a filing.
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) |
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By |
/s/ Scott J. Davido Scott J. Davido Senior Vice President and General Counsel |
Dated: March 11, 2004
NEWS RELEASE |
FOR IMMEDIATE RELEASE
NRG Energy Reports 2003 Financial Results;
Names Robert Flexon Chief Financial Officer;
Announces Intention to Relist on NYSE
MINNEAPOLIS (March 11, 2004)NRG Energy, Inc. (Current Ticker: NRGE) today announced financial and operating results for the fiscal year 2003, which encompasses both periods prior and subsequent to its emergence from Chapter 11 on December 5, 2003.
Our 2003 operating results, stripped of all the bankruptcy adjustments, indicate that we are on track, said David Crane, NRGs new President and Chief Executive Officer. Now we can continue our effort to position NRG to take advantage of the fact that we are the first company in our sector to address comprehensively our long-term balance sheet issues.
Highlights:
| $6.0 billion of debt and other liabilities eliminated upon emergence from bankruptcy; | |||
| $2.7 billion of debt refinanced at competitive rates with extended maturities; | |||
| $1.2 billion in total liquidity at year end; | |||
| $824 million in asset dispositions in 2003 ($196 million in cash; $628 million in consolidated debt eliminated); | |||
| Fresh Start accounting implemented on December 5, 2003; | |||
| The unfavorable Connecticut Light and Power contract expired on December 31, 2003; | |||
| Robert Flexon to join the Company as Chief Financial Officer; and | |||
| NRG stock expected to begin trading on the New York Stock Exchange on March 25 (NYSE: NRG). |
2003 Year-End Financial Results A Summary
NRGs 2003 financial results were significantly affected by the implementation of the Chapter 11 Plan of Reorganization (POR) on December 5, 2003. The POR has resulted in a new capital structure, satisfaction or disposition of various types of pre-bankruptcy claims against NRG, and rejection of some unfavorable contracts. Also, during the course of NRGs reorganization, the Company put in place a new management team and a new Board of Directors.
Upon emergence from bankruptcy, NRG adopted Fresh Start accounting, at which time NRGs reorganization value was allocated to the assets and liabilities based on their respective fair values. An independent financial advisor estimated NRGs reorganization equity value ranged from $2.2
1
billion to $2.6 billion. NRG used a reorganized equity value of approximately $2.4 billion, as a midpoint fair valuation of the ownership distributed to the new equity owners. This value is consistent with the voting creditors and Bankruptcy Courts approval of the POR.
The net impact of the Fresh Start accounting and other bankruptcy related adjustments to the balance sheet was a pre-reorganization income item of $3.9 billion, resulting in net income of $2.8 billion being reported for the period prior to reorganization January 1 through December 5, 2003. This net income result is not comparable to post-emergence NRGs actual or potential operating performance.
For the reporting period post-reorganization, December 6 through December 31, 2003, NRG reported $0.11 diluted earnings per share ($11.0 million).
Predecessor NRG | Predecessor NRG | Reorganized NRG | ||||||||||
For the period | For the period | For the period | ||||||||||
Jan. 1 to Dec. 31, 2002 |
Jan. 1 to Dec. 5, 2003 |
Dec. 6 to Dec. 31, 2003 |
||||||||||
Revenue (in millions) |
$ | 2,119 | $ | 1,969 | $ | 152 | ||||||
Net Income (Loss) (in millions) |
$ | (3,464 | ) | $ | 2,766 | $ | 11 | |||||
Diluted Earnings per Share |
| | $ | 0.11 | ||||||||
EBITDA, as adjusted (in millions) (a) |
$ | 550 | $ | 523 | $ | 47 |
(a) Earnings Before Interest, Tax, Depreciation, and Amortization, as adjusted; see attached Supplemental Data for reconciliation from net income.
Given the impact of Fresh Start accounting on GAAP earnings in 2003, the Company believes its adjusted EBITDA may provide a better indication of operating performance. In that regard, the Companys full year 2003 adjusted EBITDA was $570 million. The Companys 2003 adjusted EBITDA includes a full year loss of $183 million from the CL&P contract. In addition, NRG recorded $117 million of equity earnings in 2003 from its West Coast Power Partnership, primarily related to West Coast Powers power sales agreement with the California Department of Water Resources (CDWR). The CDWR contract, which expires on December 31, 2004, was recorded at NRGs partnership level as a result of Fresh Start accounting. Accordingly, there will be a substantial reduction to the Companys 2004 earnings due to amortization of this intangible asset to expense.
Fresh Start Accounting
Due to the adoption of Fresh Start accounting as of December 5, 2003, the Companys post-Fresh Start balance sheet, statement of operations and statement of cash flows have not been prepared on a consistent basis with the Predecessor Companys financial statements and are not comparable in certain respects to the financial statements prior to the application of Fresh Start accounting. A black line has been drawn on the accompanying Consolidated Financial Statements to separate and distinguish between Reorganized NRG and the Predecessor Company. This was done in accordance with FAS Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code. Given these substantial changes the Company believes it is not appropriate to combine the pre- and post-reorganization earnings results in an attempt to create a complete 2003 fiscal year result.
2
A summary of the significant effects of the reorganization and Fresh Start accounting on the consolidated statement of operations for the period ended December 5, 2003, were as follows (in millions):
Discharge of corporate level debt |
$ | 5,162 | ||
Discharge of other liabilities |
811 | |||
Creditor Pool (including Disputed Claims Reserve) |
(1,040 | ) | ||
Receivable from Xcel Energy |
640 | |||
Revaluation of fixed assets |
(1,348 | ) | ||
Revaluation of equity investments |
(207 | ) | ||
Valuation of SO2 emission credits |
374 | |||
Valuation of out of market contracts, net |
(400 | ) | ||
Fair market valuation of debt |
64 | |||
Valuation of pension liabilities |
(61 | ) | ||
Other valuation adjustments |
(100 | ) | ||
Total Fresh Start accounting adjustments |
$ | 3,895 |
NRG created a disputed claims reserve as part of bankruptcy emergence, which will be used to make distributions to holders of disputed claims in our bankruptcy as and when their claims are resolved. Based on the claims processed to date, the Company continues to believe that sufficient funds have been provided to cover the expected claims.
The receivable from Xcel Energy is the result of a settlement agreement and is an important part of NRGs POR. Under the terms of the POR, Xcel Energy is to make three payments to NRG and its creditors during the first four months of 2004. The first and second payments totaling $288 million were made in February 2004. The final payment of $352 million is scheduled to be made on April 30, 2004. Of the $640 million in aggregate, the Company is obligated to pay $515 million to the prepetition creditors. There is also a $25 million distribution to creditors as part of the POR, provided the Company meets certain liquidity requirements and that payment would be required to be made in October 2004.
The Fresh Start accounting adjustments will have a significant impact on the Reorganized NRGs subsequent financial statements for fiscal year 2004 and beyond. As stated previously, the revaluation of West Coast Powers CDWR contract under Fresh Start accounting will have a substantial negative net impact on 2004 earnings due to contract amortization. Thereafter, for 2005 and beyond, the net impact of Fresh Start accounting on earnings will be positive due to the impact of reduced depreciation charges against the written down property, plant, and equipment and amortization of out-of-the-money contracts.
Liquidity
NRGs corporate liquidity, as of March 3, 2004, remains strong at almost $1.4 billion as set forth below:
3
Corporate Liquidity (in millions) (a) | December 31, 2003 |
March 3, 2004 |
||||||
Unrestricted: | ||||||||
Domestic Unrestricted Cash |
431 | 649 | ||||||
International Unrestricted Cash |
63 | 65 | ||||||
Letter of Credit Availability |
248 | 150 | ||||||
Revolver Availability |
250 | 250 | ||||||
Subtotal Unrestricted Availability |
$ | 992 | $ | 1,114 | ||||
Restricted Cash: |
||||||||
Domestic |
104 | 120 | ||||||
International |
113 | 137 | ||||||
Subtotal Restricted Cash |
$ | 217 | $ | 257 | ||||
Total Current Liquidity |
$ | 1,209 | $ | 1,371 | ||||
(a) Cash balances listed above reflect cash in bank and will differ from those in the financial statements. Also, $21 million in restricted capital associated with PERC facility is not included above.
As the Company has no acquisitions planned at present and very limited construction activities, and as its corporate debt maturities during 2004 amount to less than $10 million, the expected principal uses for liquidity are maintenance capital expenditures and additional credit support for marketing and hedging.
Financing Activity
NRG completed a $2.7 billion financing on December 23, 2003. The financing consisted of $1.25 billion of 8 percent second priority senior secured notes due 2013 and a $1.45 billion credit facility that included a $1.2 billion senior secured term loan facility due 2010 and an unfunded $250 million revolving credit facility. On January 28, 2004 NRG completed an additional tranche of second priority notes in the amount of $475 million and reduced the credit facility by a similar amount. Proceeds from the financings were used to pay off $1.7 billion of debt associated with several of NRGs subsidiaries, fund a $250 million letter of credit facility, and distribute $500 million in cash to NRGs creditors under the POR. As a result of these transactions, NRGs corporate borrowings currently consist of 71 percent fixed rate instruments and 29 percent floating rate instruments, with a weighted average cost of debt of approximately 7.25 percent.
Operations-Focused Wholesale Power Generation Company
NRGs operational focus during 2003 and 2004 year-to-date has been, and continues to be on availability, safety, environmental stewardship, hedging and fuel procurement, and non-strategic asset disposition.
2003 Operational Performance for North America Power Generation Facilities
Region |
Northeast |
South Central |
Other |
|||||||||
Net Generation (MWh) (a) |
13.4 million | 10.2 million | 3.7 million | |||||||||
Equivalent Availability |
86 | % | 93 | % | 90 | % | ||||||
Average Heat Rate (BTU/KWh) |
10,800 | 10,700 | 8,700 | |||||||||
Net Capacity Factor |
20 | % | 47 | % | 12 | % | ||||||
Net Owned Capacity (MW) |
7,657 | 2,469 | 3,542 | |||||||||
In-Market Availability (b) |
92 | % | 97 | % | N/A |
(a) The portfolio consists of 26 percent coal-fired generation, 48 percent natural gas-fired, and 26 percent oil-fired generation.
(b) In-Market Availability is a measure of how successfully a generating plant captured the revenue earning opportunities in their market over a period of time.
4
Hedging and Fuel Procurement Highlights
The Company has taken advantage of the current high gas price environment and its post-emergence liquidity to hedge forward a material position of its northeastern coal-fired generation for 2004. NRG has hedged over 90 percent of its estimated coal needs for the remainder of 2004.
In New York and NEPOOL, NRG has contracted sales for 500 MW of baseload coal generation for the remainder of 2004. The Company also sold 700 MW (maximum) of load following contracts as a part of the New Jersey BGS auction and the Maryland Standard Offer Service RFP.
Asset Dispositions
The Company made substantial progress in 2003 in divesting noncore assets. During 2003, NRG sold or transferred its ownership interests in the following assets: ECKG (Czech Republic); Killingholme (UK); Langage (UK); Kondapalli (India); Cahua/Energia Pacasmayo (Peru); Brazos Valley (TX); Mustang (TX); Timber Energy (FL); various NEO landfill gas projects; and certain turbine equipment. As the result of these asset dispositions the Company received approximately $196 million in cash proceeds and eliminated approximately $628 million in consolidated debt. The Companys efforts to rationalize its portfolio at fair value continue.
Business Update
With respect to NRGs operating performance in 2004 year-to-date, the Company has benefited from the cold weather spike in January and the gas price volatility in the Northeast. The balance of the Companys generating portfolio has performed largely in line with expectations.
On December 31, 2003, the Companys unfavorable standard offer service contract with Connecticut Light & Power terminated. The Independent System Operator New England (ISO-NE) has classified NRGs Connecticut plants as required to maintain the reliability of the grid system in Connecticut. As such, the Company has filed at the Federal Energy Regulatory Commission (FERC) for a proposed reliability-must-run agreement for Devon units 11-14, Middletown Station, and Montville Station that would fairly compensate it for maintaining its plants in Connecticut. In addition, NRG is supporting FERCs efforts to implement a locational capacity market in the ISO-NE market.
CFO Appointed
NRG has appointed Robert Flexon to be Executive Vice President and Chief Financial Officer effective March 29, 2004. Mr. Flexon comes to NRG after four years with Hercules, Inc., a specialty chemicals company, where he served as Vice President, Corporate Development & Work Process and prior to that, Vice President, Business Analysis & Controller. Mr. Flexon also held various financial management positions, including General Auditor, during his 13 years with Atlantic Richfield Company and began his career with the former Coopers & Lybrand public accounting firm.
Bobs experience in successfully facing the challenges of the chemical industry, his technical expertise in accounting, his strong work ethic and integrity, make him the perfect fit for the CFO position at NRG, said David Crane.
5
NYSE listing
NRG has been cleared to list its common stock on the New York Stock Exchange and, assuming it finalizes all the listing requirements, will begin trading on March 25, 2004 under the symbol NRG. The Company considers a listing on the NYSE to be an important step in its plan to rebuild investor recognition of NRG and enhance value and convenience for its shareholders.
Earnings Conference Call
On March 11, 2003, NRG will host a conference call at 9 a.m. Eastern (8 a.m. Central) to discuss these results and the outlook for 2004. To participate in the call, dial 800.374.0057 and follow the operators instructions. International callers should dial 706.634.1512. The Conference Code for both numbers is 5781937. To access the live webcast and accompanying slide presentation, log on to NRGs website at http://www.nrgenergy.com and click on Investors. Participants should dial in or log on approximately 10 minutes prior to the scheduled start time.
The call will be available for replay shortly after completion of the live event. The replay will be available until 11:00 p.m. Central Time on March 18. Dial 800.642.1687 to access the replay. International callers should dial 706.645.9291. The Conference ID is 5781937. In addition, the call will be archived on the Investors section of the NRG website.
Future Events
The Company intends to report its first quarter 2004 unaudited financial results on May 11. NRGs Annual Shareholder Meeting will be held on June 8, 2004.
About NRG
NRG Energy, Inc. owns and operates a diverse portfolio of power-generating facilities, primarily in the United States. Its operations include baseload, intermediate, peaking, and cogeneration facilities, thermal energy production and energy resource recovery facilities.
Safe Harbor Disclosure
This news release contains 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. Such forward-looking statements are subject to certain risks, uncertainties and assumptions and include, but are not limited to, expected earnings, future growth and financial performance, and typically can be identified by the use of words such as expect, estimate, anticipate, forecast, plan, believe and similar terms. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, general economic conditions, hazards customary in the power industry, competition in wholesale power markets, the volatility of energy and fuel prices, failure of customers to perform under contracts, changes in the wholesale power markets and related government regulation, the condition of capital markets generally, our ability to access capital markets, our substantial indebtedness and the possibility that we may incur additional indebtedness, adverse results in current and future litigation, and the amount of proceeds from asset sales.
NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause NRGs actual results to differ materially from those contemplated in the forward-looking
6
statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect NRGs future results included in NRGs filings with the Securities and Exchange Commission at www.sec.gov.
# # #
More information on NRG is available at www.nrgenergy.com
Contacts:
Lesa Bader Media Relations 612.373.6992 |
Katy Sullivan Investor Relations 612.373.8875 |
7
NRG ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Predecessor Company |
Reorganized NRG |
|||||||||||||||
January 1, 2003 | December 6, 2003 | |||||||||||||||
Year Ended December 31 | Through | Through | ||||||||||||||
December 5, | December 31, | |||||||||||||||
2001 |
2002 |
2003 |
2003 |
|||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
Operating Revenues |
||||||||||||||||
Revenues from majority-owned operations |
$ | 2,208,181 | $ | 2,119,385 | $ | 1,968,579 | $ | 152,108 | ||||||||
Operating Costs and Expenses |
||||||||||||||||
Cost of majority-owned operations |
1,429,246 | 1,440,434 | 1,448,268 | 105,182 | ||||||||||||
Depreciation and amortization |
163,909 | 240,722 | 245,887 | 13,041 | ||||||||||||
General, administrative and development |
192,087 | 226,168 | 177,112 | 14,925 | ||||||||||||
Other charges (credits) |
||||||||||||||||
Legal settlement |
| | 462,631 | | ||||||||||||
Fresh start reporting adjustments |
| | (3,895,541 | ) | | |||||||||||
Reorganization items |
| | 197,825 | 2,461 | ||||||||||||
Restructuring and impairment charges |
| 2,749,630 | 237,575 | | ||||||||||||
Total operating costs and expenses |
1,785,242 | 4,656,954 | (1,126,243 | ) | 135,609 | |||||||||||
Operating Income/(Loss) |
422,939 | (2,537,569 | ) | 3,094,822 | 16,499 | |||||||||||
Other Income (Expense) |
||||||||||||||||
Minority interest in (earnings)/losses of consolidated
subsidiaries |
(799 | ) | 20,345 | (2,232 | ) | (204 | ) | |||||||||
Equity in earnings of unconsolidated affiliates |
210,032 | 68,996 | 170,901 | 13,521 | ||||||||||||
Write downs and losses on sales of equity method
investments |
| (200,472 | ) | (147,124 | ) | | ||||||||||
Other income, net |
18,752 | 7,975 | 11,406 | 1,659 | ||||||||||||
Interest expense |
(389,870 | ) | (487,169 | ) | (360,385 | ) | (21,645 | ) | ||||||||
Total other (expense)/income |
(161,885 | ) | (590,325 | ) | (327,434 | ) | (6,669 | ) | ||||||||
Income/(Loss) From Continuing Operations Before |
||||||||||||||||
Income Taxes |
261,054 | (3,127,894 | ) | 2,767,388 | 9,830 | |||||||||||
Income Tax (Benefit)/Expense |
39,061 | (164,398 | ) | 16,621 | (651 | ) | ||||||||||
Income/(Loss) From Continuing Operations |
221,993 | (2,963,496 | ) | 2,750,767 | 10,481 | |||||||||||
Income/(Loss) on Discontinued Operations, net of |
||||||||||||||||
Income Taxes |
43,211 | (500,786 | ) | 15,678 | 544 | |||||||||||
Net Income/(Loss) |
$ | 265,204 | $ | (3,464,282 | ) | $ | 2,766,445 | $ | 11,025 | |||||||
Weighted Average Number of Common Shares
Outstanding Diluted |
100,060 | |||||||||||||||
Income From Continuing Operations per Weighted
Average Common Share Diluted |
$ | 0.10 | ||||||||||||||
Income From Discontinued Operations per Weighted
Average Common Share Diluted |
$ | 0.01 | ||||||||||||||
Net Income per Weighted Average Common Share
Diluted |
$ | 0.11 |
8
NRG ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
Predecessor | Reorganized NRG | |||||||||||
Company | ||||||||||||
December 31, | December 6, | December 31, | ||||||||||
2002 |
2003 |
2003 |
||||||||||
(In thousands) | ||||||||||||
ASSETS |
||||||||||||
Current Assets |
||||||||||||
Cash and cash equivalents |
$ | 378,325 | $ | 409,213 | $ | 563,133 | ||||||
Restricted cash |
276,099 | 548,051 | 174,535 | |||||||||
Accounts receivable-trade, less allowance for
doubtful accounts of $18,163, $0 and $0 |
272,256 | 237,853 | 223,639 | |||||||||
Xcel Energy settlement receivable |
| 640,000 | 640,000 | |||||||||
Current portion of notes receivable-affiliates |
2,442 | | 200 | |||||||||
Current portion of notes receivable |
52,269 | 66,628 | 65,141 | |||||||||
Income tax receivable |
5,541 | | | |||||||||
Inventory |
267,356 | 214,396 | 205,976 | |||||||||
Derivative instruments valuation |
28,791 | 161 | 772 | |||||||||
Prepayments and other current assets |
143,474 | 220,669 | 232,388 | |||||||||
Current deferred income tax |
| | 1,850 | |||||||||
Current assets discontinued operations |
119,097 | 5,679 | 6,205 | |||||||||
Total current assets |
1,545,650 | 2,342,650 | 2,113,839 | |||||||||
Property, Plant and Equipment |
||||||||||||
In service |
6,428,398 | 4,306,561 | 4,322,441 | |||||||||
Under construction |
633,307 | 144,426 | 151,467 | |||||||||
Total property, plant and equipment |
7,061,705 | 4,450,987 | 4,473,908 | |||||||||
Less accumulated depreciation |
(596,403 | ) | | (13,041 | ) | |||||||
Net property, plant and equipment |
6,465,302 | 4,450,987 | 4,460,867 | |||||||||
Other Assets |
||||||||||||
Equity investments in affiliates |
891,695 | 741,422 | 745,636 | |||||||||
Notes receivable, less current portion-affiliates. |
151,552 | 125,651 | 130,152 | |||||||||
Notes receivable, less current portion |
784,432 | 674,931 | 691,444 | |||||||||
Decommissioning fund investments |
4,617 | 4,787 | 4,809 | |||||||||
Intangible assets, net of accumulated amortization
of $22,110, $0 and $5,230 |
76,639 | 486,727 | 481,497 | |||||||||
Debt issuance costs, net of accumulated
amortization of $49,670, $0 and $454 |
139,140 | | 74,337 | |||||||||
Derivative instruments valuation |
90,766 | 66,442 | 59,907 | |||||||||
Funded letter of credit |
| | 250,000 | |||||||||
Other assets |
19,871 | 125,241 | 130,660 | |||||||||
Non-current assets discontinued operations |
724,340 | 162,005 | 161,945 | |||||||||
Total other assets |
2,883,052 | 2,387,206 | 2,730,387 | |||||||||
Total Assets |
$ | 10,894,004 | $ | 9,180,843 | $ | 9,305,093 | ||||||
9
NRG ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(unaudited)
Predecessor | Reorganized NRG | |||||||||||
Company | ||||||||||||
December 31, | December 6, | December 31, | ||||||||||
2002 |
2003 |
2003 |
||||||||||
(In thousands) | ||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY/(DEFICIT) |
||||||||||||
Current Liabilities
Current portion of long-term debt |
||||||||||||
Current portion of long-term debt |
$ | 7,105,813 | $ | 2,596,672 | $ | 901,658 | ||||||
Revolving line of credit |
1,000,000 | | | |||||||||
Short-term debt |
30,064 | 18,645 | 19,019 | |||||||||
Accounts payable-trade |
570,878 | 232,099 | 180,703 | |||||||||
Accounts payable-affiliate |
58,162 | 20,043 | 10,118 | |||||||||
Accrued income tax |
| 18,987 | 18,605 | |||||||||
Accrued property, sales and other taxes |
24,420 | 30,522 | 24,998 | |||||||||
Accrued salaries, benefits and related costs |
20,784 | 16,719 | 19,478 | |||||||||
Accrued interest |
289,583 | 85,621 | 20,629 | |||||||||
Derivative instruments valuation |
13,439 | 95 | 429 | |||||||||
Creditor pool obligation |
| 1,040,000 | 540,000 | |||||||||
Other bankruptcy settlement |
| 220,000 | 220,000 | |||||||||
Other current liabilities |
109,234 | 139,617 | 111,723 | |||||||||
Current liabilities-discontinued operations |
604,187 | 3,420 | 3,301 | |||||||||
Total current liabilities |
9,826,564 | 4,422,440 | 2,070,661 | |||||||||
Other Liabilities |
||||||||||||
Long-term debt |
1,147,587 | 1,213,204 | 3,661,300 | |||||||||
Deferred income taxes |
85,620 | 113,202 | 118,024 | |||||||||
Postretirement and other benefit obligations |
68,076 | 105,292 | 106,531 | |||||||||
Derivative instruments valuation |
91,039 | 155,709 | 153,503 | |||||||||
Other long-term obligations |
159,530 | 571,856 | 562,305 | |||||||||
Non-current liabilities-discontinued operations |
181,445 | | | |||||||||
Total non-current liabilities |
1,733,297 | 2,159,263 | 4,601663 | |||||||||
Total liabilities subject to compromise |
158,225 | 158,225 | ||||||||||
Total liabilities |
11,559,861 | 6,739,928 | 6,830,549 | |||||||||
Minority interest |
30,342 | 36,915 | 37,288 | |||||||||
Commitments and Contingencies
Stockholders Equity/(Deficit) |
||||||||||||
Class A Common stock; $.01 par value; 100 shares
authorized in 2002; 3 shares issued and outstanding
at December 31, 2002 |
| | | |||||||||
Common stock; $.01 par value; 100 authorized in
2002; 1 share issued and outstanding at December
31, 2002 |
| | | |||||||||
Common stock; $.01 par value; 500,000,000
authorized in 2003; 100,000,000 shares issued and
outstanding at December 6, 2003 and December 31, 2003 |
| 1,000 | 1,000 | |||||||||
Additional paid-in capital |
2,227,692 | 2,403,000 | 2,403,429 | |||||||||
Retained earnings (deficit) |
(2,828,933 | ) | | 11,025 | ||||||||
Accumulated other comprehensive income (loss) |
(94,958 | ) | | 21,802 | ||||||||
Total Stockholders Equity/(Deficit) |
(696,199 | ) | 2,404,000 | 2,437,256 | ||||||||
Total Liabilities and Stockholders Equity/(Deficit) |
$ | 10,894,004 | $ | 9,180,843 | $ | 9,305,093 | ||||||
10
NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Predecessor Company |
Reorganized NRG |
|||||||||||||||
January 1, 2003 | December 6, 2003 | |||||||||||||||
Year Ended December 31 | Through | Through | ||||||||||||||
December 5, | December 31, | |||||||||||||||
2001 |
2002 |
2003 |
2003 |
|||||||||||||
(In thousands) | ||||||||||||||||
Cash Flows from Operating Activities |
||||||||||||||||
Net income (loss) |
$ | 265,204 | $ | (3,464,282 | ) | $ | 2,766,445 | $ | 11,025 | |||||||
Adjustments to reconcile net income to net cash
provided by operating activities |
||||||||||||||||
Distributions in excess of (less than) equity
earnings of
unconsolidated Affiliates |
(119,002 | ) | (22,252 | ) | (41,472 | ) | 2,229 | |||||||||
Depreciation and amortization |
212,493 | 286,623 | 256,700 | 13,041 | ||||||||||||
Amortization of deferred financing costs |
10,668 | 28,367 | 17,640 | 517 | ||||||||||||
Amortization of debt discount/(premium) |
| | | 1,725 | ||||||||||||
Write downs and losses on sales of equity method
Investments |
| 196,192 | 146,938 | | ||||||||||||
Deferred income taxes and investment tax credits |
45,556 | (230,134 | ) | (1,893 | ) | (3,262 | ) | |||||||||
Unrealized (gains)/losses on derivatives |
(13,257 | ) | (2,743 | ) | (34,616 | ) | 3,774 | |||||||||
Minority interest |
6,564 | (19,325 | ) | 2,177 | 204 | |||||||||||
Amortization of out of market power contracts |
(54,963 | ) | (89,415 | ) | | (13,431 | ) | |||||||||
Restructuring & impairment charges |
| 3,144,509 | 408,377 | | ||||||||||||
Fresh start reporting adjustments |
| | (3,895,102 | ) | | |||||||||||
Gain on sale of discontinued operations |
| (2,814 | ) | (186,331 | ) | | ||||||||||
Cash provided by (used in) changes in certain
working capital items, net of effects from
acquisitions and dispositions |
(77,249 | ) | 605,317 | 799,645 | (604,697 | ) | ||||||||||
Net Cash Provided (Used) by Operating Activities |
276,014 | 430,043 | 238,508 | (588,875 | ) | |||||||||||
Net Cash Provided (Used) by Investing Activities |
(4,335,641 | ) | (1,681,467 | ) | (185,679 | ) | 363,372 | |||||||||
Net Cash Provided (Used) by Financing Activities |
4,153,546 | 1,449,330 | (29,944 | ) | 393,273 | |||||||||||
Effect of Exchange Rate Changes on Cash and Cash
Equivalents |
(3,055 | ) | 24,950 | (22,276 | ) | (13,562 | ) | |||||||||
Change in Cash from Discontinued Operations |
(25,551 | ) | 53,339 | 30,279 | (288 | ) | ||||||||||
Net Increase in Cash and Cash Equivalents |
65,313 | 276,195 | 30,888 | 153,920 | ||||||||||||
Cash and Cash Equivalents at Beginning of Period |
36,817 | 102,130 | 378,325 | 409,213 | ||||||||||||
Cash and Cash Equivalents at End of Period |
$ | 102,130 | $ | 378,325 | $ | 409,213 | $ | 563,133 | ||||||||
11
NRG ENERGY, INC. AND SUBSIDIARIES
EBITDA RECONCILIATION
The following table summarizes the calculation of EBITDA and provides a reconciliation to net income for the periods indicated:
Predecessor | Predecessor | Reorganized | ||||||||||
NRG | NRG | NRG | ||||||||||
For the period | For the period | For the period | ||||||||||
(Dollars in thousands) |
Jan. 1 to Dec. 31, 2002 |
Jan. 1 to Dec. 5, 2003 |
Dec. 6 to Dec. 31, 2003 |
|||||||||
Net Income / (loss) |
$ | (3,464,282 | ) | $ | 2,766,445 | $ | 11,025 | |||||
Plus: |
||||||||||||
Income tax (benefit)/expense |
(164,398 | ) | 16,621 | (651 | ) | |||||||
Interest expense |
487,169 | 360,385 | 21,645 | |||||||||
Depreciation and amortization expense |
240,722 | 245,887 | 13,041 | |||||||||
EBITDA (a) |
$ | (2,900,789 | ) | $ | 3,389,338 | $ | 45,060 | |||||
Plus: |
||||||||||||
(Income)/loss on discontinued operations,
net of income tax |
500,786 | (15,678 | ) | (544 | ) | |||||||
Legal settlement & reorganization items |
| 660,456 | 2,461 | |||||||||
Restructuring and impairment charges |
2,749,630 | 237,575 | | |||||||||
Write downs and losses on sales of equity
method investments |
200,472 | 147,124 | | |||||||||
Fresh Start reporting adjustments |
| (3,895,541 | ) | | ||||||||
Adjusted EBITDA (b) |
$ | 550,099 | $ | 523,274 | $ | 46,977 | ||||||
(a) | EBITDA represents net income before interest, taxes, depreciation and amortization. We have provided EBITDA estimates because we believe debt-holders frequently use EBITDA to analyze operating performance and debt service capacity. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results to be reported under GAAP in our Form 10-K for the year ended December 31, 2003. Some of these limitations are: |
| EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments; | |||
| EBITDA does not reflect changes in, or cash requirements for, our working capital needs; | |||
| EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; | |||
| Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and | |||
| Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure. |
Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to use to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally. | ||||
(b) | Adjusted EBITDA is presented as a further supplemental measure of operating performance. Adjusted EBITDA is being presented as NRG believes it may provide a better reflection of operating performance due to the impact on our GAAP earnings in 2003 of Fresh Start accounting and unusual non-recurring charges resulting primarily from our bankruptcy. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP. You are encouraged to evaluate each adjustment and consider its appropriateness for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA. |
12