UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the Quarterly Period Ended March 31, 2004 or |
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| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the Transition Period from to |
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Mirant Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-16107 | 58-2056305 | ||
| (State or other jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
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1155 Perimeter Center West, Suite 100, Atlanta, Georgia (Address of Principal Executive Offices) (678) 579-5000 (Registrant's Telephone Number, Including Area Code) |
30338 (Zip Code) www.mirant.com (Web Page) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes o No
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). ýYes o No
The number of shares outstanding of the Registrant's Common Stock, par value $0.01 per share, at May 27, 2004 was 405,468,084.
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| Definitions | 3 | |||
| Cautionary Statement Regarding Forward-Looking Information | 3 | |||
PART I - FINANCIAL INFORMATION |
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| Item 1. | Interim Financial Statements (unaudited): | |||
| Condensed Consolidated Statements of Operations | 5 | |||
| Condensed Consolidated Balance Sheets | 6 | |||
| Condensed Consolidated Statement of Stockholders' Deficit | 7 | |||
| Condensed Consolidated Statement of Comprehensive Income (Loss) | 7 | |||
| Condensed Consolidated Statements of Cash Flows | 8 | |||
| Notes to the Condensed Consolidated Financial Statements | 9 | |||
| Item 2. | Management's Discussion and Analysis of Results of Operations and Financial Condition |
41 | ||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 53 | ||
| Item 4. | Controls and Procedures | 56 | ||
PART II - OTHER INFORMATION |
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| Item 1. | Legal Proceedings | 58 | ||
| Item 6. | Exhibits and Reports on Form 8-K | 59 |
| TERM |
MEANING |
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|---|---|---|
| Chapter 11 | Chapter 11 of the Bankruptcy Code | |
| Bankruptcy Code | United States Bankruptcy Code | |
| IRS | Internal Revenue Service | |
| MMBtu | Million British thermal unit | |
| MW | Megawatts | |
| MWh | Megawatt-hour | |
| Mirant Americas Generation | Mirant Americas Generation, LLC | |
| Mirant California | Mirant California, LLC | |
| Mirant Mid-Atlantic | Mirant Mid-Atlantic, LLC | |
| Mirant New England | Mirant New England, Inc. | |
| Mirant New York | Mirant New York, Inc. and Mirant New York Investments, Inc., collectively | |
| Mirant Peaker | Mirant Peaker, LLC | |
| Mirant Potomac River | Mirant Potomac River, LLC | |
| Mirant Zeeland | Mirant Zeeland, LLC | |
| West Georgia | West Georgia Generating Company, LLC |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
The information presented in this Form 10-Q includes 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 in addition to historical information. These statements involve known and unknown risks and relate to future events, our future financial performance or our projected business results. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "targets," "potential" or "continue" or the negative of these terms or other comparable terminology.
Forward-looking statements are only predictions. Actual events or results may differ materially from any forward-looking statement as a result of various factors, which include:
General Factors
3
Bankruptcy-Related Factors
The ultimate results of the forward looking statements and the terms of any reorganization plan ultimately confirmed can affect the value of our various pre-petition liabilities, common stock and/or other securities. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies. A plan of reorganization could result in holders of the liabilities and/or securities of the Company, Mirant Americas Generation and Mirant Mid-Atlantic receiving no value for their interests. Because of such possibilities, the value of these liabilities and/or securities is highly speculative. Accordingly, we urge that caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.
The Company expressly disclaims any duty to update any information.
Factors that Could Affect Future Performance
In addition to the discussion of certain risks in Management's Discussion and Analysis of Financial Condition and Results of Operations and the Notes to Mirant's consolidated financial statements, other factors that could affect the Company's future performance (business, financial condition or results of operations and cash flows) are set forth in the Company's 2003 Annual Report on Form 10-K.
4
MIRANT CORPORATION AND SUBSIDIARIES
(Debtor-in-Possession)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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Three Months Ended March 31, |
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2004 |
2003 |
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(in millions, except per share data) |
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| Operating Revenues: | |||||||||
| Generation | $ | 1,029 | $ | 1,323 | |||||
| Integrated utilities and distribution | 137 | 129 | |||||||
| Net trading revenue | 18 | 46 | |||||||
| Total operating revenues | 1,184 | 1,498 | |||||||
| Cost of fuel, electricity and other products | 733 | 978 | |||||||
| Gross Margin | 451 | 520 | |||||||
| Operating Expenses: | |||||||||
| Operations and maintenance | 247 | 249 | |||||||
| Depreciation and amortization | 80 | 87 | |||||||
| Other impairment losses and restructuring charges | 2 | 12 | |||||||
| Gain on sales of assets, net | (16 | ) | (1 | ) | |||||
| Total operating expenses | 313 | 347 | |||||||
| Operating Income | 138 | 173 | |||||||
| Other (Expense) Income, net: | |||||||||
| Interest expense | (33 | ) | (143 | ) | |||||
| Equity in income of affiliates | 6 | 7 | |||||||
| Interest income | 3 | 9 | |||||||
| Other, net | (3 | ) | 5 | ||||||
| Total other expense, net | (27 | ) | (122 | ) | |||||
| Income From Continuing Operations Before Reorganization Items, Income Taxes and Minority Interest | 111 | 51 | |||||||
| Reorganization items, net | 57 | | |||||||
| Provision for income taxes | 19 | 21 | |||||||
| Minority interest | 5 | 15 | |||||||
| Income From Continuing Operations | 30 | 15 | |||||||
| Loss from Discontinued Operations, net of taxes of $1 in 2003 | | (15 | ) | ||||||
| Income Before Cumulative Effect of Changes in Accounting Principles | 30 | | |||||||
| Cumulative Effect of Changes in Accounting Principles, net of taxes of $1 in 2003 | | (28 | ) | ||||||
| Net Income (Loss) | $ | 30 | $ | (28 | ) | ||||
| Earnings (Loss) Per Share: | |||||||||
| Basic and Diluted: | |||||||||
| From continuing operations | $ | 0.07 | $ | 0.04 | |||||
| From discontinued operations | | (0.04 | ) | ||||||
| From cumulative effect of changes in accounting principles | | (0.07 | ) | ||||||
| Net income (loss) | $ | 0.07 | $ | (0.07 | ) | ||||
The accompanying notes are an integral part of these condensed consolidated statements.
5
MIRANT CORPORATION AND SUBSIDIARIES
(Debtor-in-Possession)
CONDENSED CONSOLIDATED BALANCE SHEETS
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At March 31, 2004 |
At December 31, 2003 |
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(Unaudited) |
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(in millions) |
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| ASSETS | |||||||||
| Current Assets: | |||||||||
| Cash and cash equivalents | $ | 1,574 | $ | 1,627 | |||||
| Funds on deposit | 133 | 112 | |||||||
| Receivables, net | 1,219 | 1,319 | |||||||
| Price risk management assets | 131 | 104 | |||||||
| Inventories | 258 | 288 | |||||||
| Other | 352 | 350 | |||||||
| Total current assets | 3,667 | 3,800 | |||||||
| Property, Plant and Equipment, net | 6,661 | 6,767 | |||||||
| Noncurrent Assets: | |||||||||
| Goodwill | 587 | 587 | |||||||
| Other intangible assets, net | 289 | 293 | |||||||
| Investments | 284 | 267 | |||||||
| Price risk management assets | 125 | 135 | |||||||
| Other | 470 | 282 | |||||||
| Total noncurrent assets | 1,755 | 1,564 | |||||||
| Total assets | $ | 12,083 | $ | 12,131 | |||||
LIABILITIES AND STOCKHOLDERS' DEFICIT |
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| Current Liabilities: | |||||||||
| Short-term debt | $ | 29 | $ | 28 | |||||
| Current portion of long-term debt | 286 | 256 | |||||||
| Accounts payable and accrued liabilities | 692 | 698 | |||||||
| Price risk management liabilities | 201 | 151 | |||||||
| Transition power agreements and other obligations | 244 | 353 | |||||||
| Other | 232 | 215 | |||||||
| Total current liabilities | 1,684 | 1,701 | |||||||
| Noncurrent Liabilities: | |||||||||
| Long-term debt | 1,197 | 1,282 | |||||||
| Price risk management liabilities | 107 | 96 | |||||||
| Transition power agreements and other obligations | 18 | 54 | |||||||
| Other | 728 | 568 | |||||||
| Total noncurrent liabilities | 2,050 | 2,000 | |||||||
Liabilities Subject to Compromise |
8,979 |
9,084 |
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| Minority Interest in Subsidiary Companies | 153 | 169 | |||||||
| Commitments and Contingencies | |||||||||
Stockholders' Deficit: |
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| Common stock, $.01 par value, per share | 4 | 4 | |||||||
| Authorized | 2,000,000,000 shares | ||||||||
| Issued | March 31, 2004: 405,568,084 shares | ||||||||
| December 31, 2003: 405,568,084 shares | |||||||||
| Treasury | March 31, 2004: 100,000 shares | ||||||||
| December 31, 2003: 100,000 shares | |||||||||
| Additional paid-in capital | 4,918 | 4,918 | |||||||
| Accumulated deficit | (5,649 | ) | (5,679 | ) | |||||
| Accumulated other comprehensive loss | (54 | ) | (64 | ) | |||||
| Treasury stock, at cost | (2 | ) | (2 | ) | |||||
| Total stockholders' deficit | (783 | ) | (823 | ) | |||||
| Total liabilities and stockholders' deficit | $ | 12,083 | $ | 12,131 | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
MIRANT CORPORATION AND SUBSIDIARIES
(Debtor-in-Possession)
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED)
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Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Treasury Stock |
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(in millions) |
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| Balance, December 31, 2003 | $ | 4 | $ | 4,918 | $ | (5,679 | ) | $ | (64 | ) | $ | (2 | ) | ||||
| Net income | 30 | ||||||||||||||||
| Other comprehensive income | 10 | ||||||||||||||||
| Balance, March 31, 2004 | $ | 4 | $ | 4,918 | $ | (5,649 | ) | $ | (54 | ) | $ | (2 | ) | ||||
MIRANT CORPORATION AND SUBSIDIARIES
(Debtor-in-Possession)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
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Three Months Ended March 31, |
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2004 |
2003 |
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(in millions) |
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| Net Income (Loss) | $ | 30 | $ | (28 | ) | ||||
| Other comprehensive income (loss), net of tax, beginning of period | |||||||||
| Net change in fair value of derivative hedging instruments net of tax of $1 in 2003 | | (1 | ) | ||||||
| Reclassification of derivative net gains to earnings net of tax of $1 in 2003 | | 6 | |||||||
| Cumulative translation adjustment | 5 | (14 | ) | ||||||
| Unrealized gains on TIERS investments | 5 | 1 | |||||||
| Other | | (4 | ) | ||||||
| Other comprehensive income (loss), net of tax | 10 | (12 | ) | ||||||
| Total Comprehensive Income (Loss) | $ | 40 | $ | (40 | ) | ||||
The accompanying notes are an integral part of these condensed consolidated statements.
7
MIRANT CORPORATION AND SUBSIDIARIES
(Debtor-in-Possession)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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Three Months Ended March 31, |
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2004 |
2003 |
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(in millions) |
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| Cash Flows from Operating Activities: | ||||||||||
| Net income (loss) | $ | 30 | $ | (28 | ) | |||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||
| Equity in income of affiliates | (6 | ) | (7 | ) | ||||||
| Non-cash charges for reorganization items | 42 | | ||||||||
| Cumulative effect of changes in accounting principles | | 28 | ||||||||
| Dividends received from equity investments | 5 | 5 | ||||||||
| Depreciation and amortization | 82 | 92 | ||||||||
| Amortization of obligations under energy delivery and purchase commitments | (116 | ) | (132 | ) | ||||||
| Restructuring charges | | (2 | ) | |||||||
| Energy marketing and risk management activities, net | (34 | ) | (27 | ) | ||||||
| Deferred income taxes | 14 | 60 | ||||||||
| Gain on sales of assets | (16 | ) | 21 | |||||||
| Minority interest | 6 | 9 | ||||||||
| Other, net | 15 | 26 | ||||||||
| Changes in operating assets and liabilities, excluding effects from acquisitions: | ||||||||||
| Receivables, net | 17 | (932 | ) | |||||||
| Other current assets | 9 | (151 | ) | |||||||
| Other assets | 26 | 18 | ||||||||
| Accounts payable and accrued liabilities | (109 | ) | 924 | |||||||
| Taxes accrued | 14 | (110 | ) | |||||||
| Other current liabilities | (9 | ) | (32 | ) | ||||||
| Other liabilities | (15 | ) | | |||||||
| Total adjustments | (75 | ) | (210 | ) | ||||||
| Net cash used in operating activities | (45 | ) | (238 | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||||
| Capital expenditures | (27 | ) | (273 | ) | ||||||
| Cash paid for acquisitions | (21 | ) | (31 | ) | ||||||
| Issuance of notes receivable | | (27 | ) | |||||||
| Repayments on notes receivable | | 54 | ||||||||
| Proceeds from the sales of assets | | 270 | ||||||||
| Cash paid related to disposition | (12 | ) | | |||||||
| Net cash used in investing activities | (60 | ) | (7 | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||||
| Proceeds from issuance of debt | 102 | 35 | ||||||||
| Repayment of long-term debt | (86 | ) | (190 | ) | ||||||
| Capital contributions from minority interest owners | | 1 | ||||||||
| Payment of dividends to minority interests | (1 | ) | (3 | ) | ||||||
| Issuance of short-term debt, net | | (4 | ) | |||||||
| Purchase of TIERS Certificates | | (51 | ) | |||||||
| Change in debt service reserve fund | 37 | 39 | ||||||||
| Net cash provided by (used in) financing activities | 52 | (173 | ) | |||||||
| Effect of Exchange Rate Changes on Cash and Cash Equivalents | | 6 | ||||||||
| Net Decrease in Cash and Cash Equivalents | (53 | ) | (412 | ) | ||||||
| Cash and Cash Equivalents, beginning of period | 1,627 | 1,706 | ||||||||
| Cash and Cash Equivalents, end of period | $ | 1,574 | $ | 1,294 | ||||||
| Supplemental Cash Flow Disclosures: | ||||||||||
| Cash paid for interest, net of amounts capitalized | $ | 35 | $ | 130 | ||||||
| Cash paid (refunds received) for income taxes | $ | 7 | $ | (2 | ) | |||||
| Cash paid for reorganization items | $ | 25 | $ | | ||||||
| Business Acquisitions: | ||||||||||
| Fair value of assets acquired | $ | 21 | $ | 31 | ||||||
| Less cash paid | 21 | 31 | ||||||||
| Liabilities assumed | $ | | $ | | ||||||
The accompanying notes are an integral part of these condensed consolidated statements.
8
MIRANT CORPORATION AND SUBSIDIARIES
(Debtor-in-Possession)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004 and 2003
A. Description of Business and Chapter 11 Proceedings
Overview
Mirant Corporation (formerly Southern Energy, Inc.) and its subsidiaries (collectively, "Mirant" or the "Company") is an international energy company incorporated in Delaware on April 20, 1993. Prior to April 2, 2001, Mirant was a subsidiary of Southern Company ("Southern"). The Company's revenues are primarily generated through the production of electricity in the U.S., the Philippines and the Caribbean. As of March 31, 2004, Mirant owned or leased more than 17,000 MW of electric generating capacity.
Mirant manages its business through two principal operating segments. The Company's North America segment consists of power generation and trading and marketing operations. In North America, the Company trades and markets energy commodities to manage the financial performance of its power generation business and to enter into other energy trading positions, primarily in regions where it owns generating facilities or other physical assets. The International segment includes power generation businesses in the Philippines, Curacao and Trinidad and Tobago, and integrated utilities in the Bahamas and Jamaica. In the Philippines, over 80% of Mirant's generation output is sold under long-term contracts. The Company's operations in the Caribbean include fully integrated electric utilities, which generate, distribute and sell power to residential, commercial and industrial customers.
Proceedings under Chapter 11 of the Bankruptcy Code
On July 14, 2003 and July 15, 2003 ("Petition Date"), Mirant and 74 of its wholly-owned subsidiaries in the United States (collectively, the "Original Debtors") filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division ("Bankruptcy Court"). On August 18, 2003, October 3, 2003 and November 18, 2003, four additional wholly-owned subsidiaries and four affiliates of Mirant commenced Chapter 11 cases under the Bankruptcy Code (together with the Original Debtors, the "Mirant Debtors"). The Chapter 11 cases of the Mirant Debtors are being jointly administered for procedural purposes only under case caption In re Mirant Corporation et al., Case No. 03-46590 (DML).
Additionally, on the Petition Date, certain of Mirant's Canadian subsidiaries, Mirant Canada Energy Marketing, Ltd. and Mirant Canada Marketing Investments, Inc., filed an application for creditor protection under the Companies Creditors' Arrangement Act in Canada ("CCAA"), which, like Chapter 11, allows for reorganization under the protection of the court system. These Canadian subsidiaries emerged from creditor protection on May 21, 2004. The accounting for their emergence will be reflected in the financial results for the three months ended June 30, 2004 and is not expected to have a material impact on the Company's operating results.
Mirant's businesses in the Philippines and the Caribbean were not included in the Chapter 11 filings.
The Mirant Debtors are continuing to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable court orders, as well as other applicable laws and rules. In general, as debtors-in-possession, each of the Mirant Debtors is authorized under the Bankruptcy Code to continue to operate as an ongoing business, but may not engage in
9
transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court.
The Office of the United States Trustee has established a committee of unsecured creditors for Mirant Corporation and a committee of unsecured creditors for Mirant Americas Generation (collectively, the "Creditor Committees"). The Office of the United States Trustee has also established a committee of equity securities holders of Mirant Corporation (the "Equity Committee," and collectively with the Creditor Committees, the "Statutory Committees").
Subject to certain exceptions in the Bankruptcy Code, the Chapter 11 filings automatically stayed the initiation or continuation of most actions against the Mirant Debtors, including most actions to collect pre-petition indebtedness or to exercise control over the property of the bankruptcy estates. As a result, absent an order of the Bankruptcy Court, creditors are precluded from collecting pre-petition debts and substantially all pre-petition liabilities are subject to compromise under a plan or plans of reorganization to be developed by the Mirant Debtors later in the bankruptcy proceedings. One exception to this stay of litigation is actions or proceedings by a governmental agency to enforce its police or regulatory power.
Under the Bankruptcy Code, the Mirant Debtors also have the right to assume, assign, or reject certain executory contracts and unexpired leases, subject to the approval of the Bankruptcy Court and certain other conditions. The Mirant Debtors continue to evaluate their executory contracts in order to determine which contracts will be assumed, assigned, or rejected. For those contracts with an effective rejection date or amendment during the three months ended March 31, 2004, the Company recorded estimat