UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
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 21, 2005
NRG Energy, Inc.
Delaware
| 001-15891 | 41-1724239 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 211 Carnegie Center | Princeton, NJ 08540 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
609-524-4500
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 (see General Instruction A.2. below):
| 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 8.01 Other Events | ||||||||
| SIGNATURES | ||||||||
Item 8.01 Other Events
On March 30, 2005, NRG Energy, Inc., or NRG, filed a Form 8-K which set forth the Transactional Pro Forma Analysis reflecting the impact of the redemption and purchase of $415.8 million of the Company’s 8% second priority senior secured notes due 2013 (the “8% Notes”) filed in connection with the registration of the Company’s 4% Convertible Perpetual Preferred Stock (the “Preferred Stock”) on a Registration Statement on Form S-3/A and the 8% Notes on a Registration Statement on Form S-4/A. This Current Report on Form 8-K is being amended to file additional pro forma results for the three months ended March 31, 2005.
Transactional Pro Forma Analysis:
Set forth below is an unaudited pro forma consolidated statement of operations and earnings per
share information reflecting the impact of the redemption and purchase of $415.8 million of NRG’s
8% Notes, which occurred in the first quarter of 2005.
The proceeds for the Preferred Stock enabled NRG to redeem and cancel $375 million of the 8% Notes. The remaining $40.8 million of the 8% Notes were purchased in the market in early 2005.
The unaudited pro forma statement of operations is based on the statement of operations of NRG and has been prepared to reflect the decrease in interest expense and refinancing expense assuming the redemption and purchase of the 8% Notes had occurred on December 31, 2003. The unaudited balance sheet as of March 31, 2005 already reflects the redemption and purchase of the 8% Notes as of March 31, 2005.
These unaudited pro forma financial statements should be read in conjunction with NRG’s Annual Report on Form 10-K filed with the SEC on March 30, 2005 and NRG’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2005.
| Statement of Operations (unaudited) | Three Months Ended March 31, 2005 | |||||||||||||
| Pro Forma Adjustments | ||||||||||||||
| (in thousands) | ||||||||||||||
| Redemption and | ||||||||||||||
| Historical | purchase of Notes | Pro Forma | ||||||||||||
Operating Revenues |
||||||||||||||
Revenues from majority-owned operations |
$ | 601,142 | $ | 601,142 | ||||||||||
Operating Costs and Expenses |
||||||||||||||
Cost of
majority-owned operations |
452,922 | 452,922 | ||||||||||||
Depreciation and amortization |
48,424 | 48,424 | ||||||||||||
General, administrative and development |
49,894 | 49,894 | ||||||||||||
Other charges |
||||||||||||||
Corporate relocation charges |
3,455 | 3,455 | ||||||||||||
Total operating costs and expenses |
554,695 | — | 554,695 | |||||||||||
Operating Income |
46,447 | — | 46,447 | |||||||||||
Other Income (Expense) |
||||||||||||||
Minority interest in earnings of
consolidated subsidiaries |
(474 | ) | (474 | ) | ||||||||||
Equity in earnings of unconsolidated
affiliates |
36,964 | 36,964 | ||||||||||||
Other income, net |
25,502 | 25,502 | ||||||||||||
Refinancing expenses |
(25,024 | ) | 34,807 | A | 9,783 | |||||||||
Interest expense |
(55,991 | ) | 3,489 | B | (52,502 | ) | ||||||||
Total other expense |
(19,023 | ) | 38,296 | 19,273 | ||||||||||
Income From Continuing Operations
Before Income Taxes |
27,424 | 38,296 | 65,720 | |||||||||||
Income Tax Expense |
4,802 | — | 4,802 | |||||||||||
Income From Continuing Operations |
$ | 22,622 | $ | 38,296 | $ | 60,918 | ||||||||
Footnotes to Pro Forma Statement of Operations
A - Reduction in Refinancing expense reflects the assumption that the redemption and buyback of
$415.8m of the 8% Senior Notes occurred as of December 31, 2003.
B - Reduction in Interest expense from the following items reflects the assumption that the
redemption and buyback of $415.8 m of the 8% Senior Notes occurred as of December 31, 2003:
Reverse amortization of deferred finance cost |
19 | |||
Reverse amortization of debt premium |
(57 | ) | ||
Reduction in interest payments |
3,527 | |||
| 3,489 | ||||
| Earnings per Share (unaudited) | Three Months Ended March 31, 2005 | |||||||||||||
| Pro forma adjustments | ||||||||||||||
| (in thousands except per share data) | ||||||||||||||
| Redemption and | ||||||||||||||
| Historical | purchase of Notes | Pro Forma | ||||||||||||
Basic EPS: |
||||||||||||||
Income from continuing operations |
$ | 22,622 | $ | 38,296 | $ | 60,918 | ||||||||
Less: |
||||||||||||||
Preferred stock dividends |
(4,200 | ) | — | (4,200 | ) | |||||||||
Net income available to common
stockholders from continuing operations |
$ | 18,422 | $ | 38,296 | $ | 56,718 | ||||||||
Weighted average number of common shares
Outstanding |
87,043 | 87,043 | ||||||||||||
Basic EPS from continuing operations |
$ | 0.21 | $ | 0.65 | ||||||||||
Diluted EPS: |
||||||||||||||
Net income available to common
stockholders from continuing operations |
$ | 18,422 | $ | 38,296 | $ | 56,718 | ||||||||
Add: |
||||||||||||||
Preferred stock dividends |
— | 4,200 | C | 4,200 | ||||||||||
Income from continuing operations |
$ | 18,422 | $ | 42,496 | $ | 60,918 | ||||||||
Weighted average number of common shares
Outstanding |
87,043 | 87,043 | ||||||||||||
Incremental shares attributable to the
issuance of non-vested restricted stock
units (treasury stock method) |
398 | 398 | ||||||||||||
Incremental shares attributable to the
assumed conversion of deferred stock
units (if-converted method) |
68 | 68 | ||||||||||||
Incremental shares attributable to the
issuance of nonvested nonqualifying
stock options (treasury stock method) |
213 | 213 | ||||||||||||
Incremental shares attributable to the
assumed conversion of preferred stock
(if-converted method) |
— | 10,500 | D | 10,500 | ||||||||||
Total dilutive shares |
87,722 | 10,500 | 98,222 | |||||||||||
Dilutive EPS from continuing operations |
$ | 0.21 | $ | 0.62 | ||||||||||
Footnotes to Pro Forma Earnings per Share
| C - The increase in dividends for Preferred Stock in the Diluted EPS calculation reflects the fact that on a pro-forma basis, the Preferred Stock is dilutive for the three months ending March 31, 2005 | ||||
| D - The increase in diluted shares reflects the fact that on a pro-forma basis, the Preferred Stock is dilutive for the three months ending March 31, 2005 | ||||
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/ TIMOTHY W. J. O’BRIEN | |||
| Timothy W. J. O’Brien | ||||
| Vice President, General Counsel and Secretary |
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Dated: May 25, 2005