Statement Of Income
Statement Of Income (USD $) | ||||
In Millions, except Per Share data | 3 Months Ended
Jun. 30, 2009 | 3 Months Ended
Jun. 30, 2008 | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2008 |
Operating revenues (including unrealized gains (losses) of $(44) million, $(911) million, $211 million and $(1.213) billion, respectively) | $496 | ($393) | $1,374 | ($91) |
Cost of fuel, electricity and other products (including unrealized gains of $30 million, $37 million, $29 million and $36 million, respectively) | 150 | 166 | 421 | 406 |
Gross Margin (excluding depreciation and amortization) | 346 | (559) | 953 | (497) |
Operating Expenses: | ||||
Operations and maintenance | 115 | 203 | 277 | 369 |
Depreciation and amortization | 36 | 40 | 72 | 73 |
Gain on sales of assets, net | (2) | (12) | (17) | (16) |
Total operating expenses | 149 | 231 | 332 | 426 |
Operating Income (Loss) | 197 | (790) | 621 | (923) |
Other Expense (Income), net: | ||||
Interest expense | 34 | 48 | 72 | 100 |
Interest income | (1) | (21) | (3) | (53) |
Other, net | 1 | 5 | 1 | 6 |
Total other expense, net | 34 | 32 | 70 | 53 |
Income (Loss) From Continuing Operations Before Income Taxes | 163 | (822) | 551 | (976) |
Provision for income taxes | 0 | 10 | 8 | 10 |
Income (Loss) From Continuing Operations | 163 | (832) | 543 | (986) |
Income From Discontinued Operations, net | 0 | 49 | 0 | 51 |
Net Income (Loss) | $163 | ($783) | $543 | ($935) |
Basic EPS: | ||||
Basic EPS from continuing operations | 1.12 | -4.14 | 3.74 | -4.72 |
Basic EPS from discontinued operations | $0 | 0.24 | $0 | 0.25 |
Basic EPS | 1.12 | -3.9 | 3.74 | -4.47 |
Diluted EPS: | ||||
Diluted EPS from continuing operations | 1.12 | -4.14 | 3.74 | -4.72 |
Diluted EPS from discontinued operations | $0 | 0.24 | $0 | 0.25 |
Diluted EPS | 1.12 | -3.9 | 3.74 | -4.47 |
Weighted average shares outstanding | 145 | 201 | 145 | 209 |
Effect of dilutive securities | 0 | 0 | 0 | 0 |
Weighted average shares outstanding assuming dilution | 145 | 201 | 145 | 209 |
Statement Of Income (Parentheti
Statement Of Income (Parenthetical) (USD $) | ||||
In Millions | 3 Months Ended
Jun. 30, 2009 | 3 Months Ended
Jun. 30, 2008 | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2008 |
Operating revenues, unrealized gains (losses) | ($44) | ($911) | $211 | ($1,213) |
Cost of fuel, electricity and other products, unrealized gains | $30 | $37 | $29 | $36 |
Statement Of Financial Position
Statement Of Financial Position Classified (USD $) | ||
In Millions | Jun. 30, 2009
| Dec. 31, 2008
|
Current Assets: | ||
Cash and cash equivalents | $1,865 | $1,831 |
Funds on deposit | 333 | 204 |
Receivables, net | 502 | 761 |
Derivative contract assets | 3,110 | 2,582 |
Inventories | 259 | 238 |
Prepaid expenses | 123 | 132 |
Total current assets | 6,192 | 5,748 |
Property, Plant and Equipment, net | 3,516 | 3,215 |
Noncurrent Assets: | ||
Intangible assets, net | 191 | 196 |
Derivative contract assets | 669 | 585 |
Deferred income taxes | 616 | 565 |
Prepaid rent | 311 | 258 |
Other | 95 | 121 |
Total noncurrent assets | 1,882 | 1,725 |
Total Assets | 11,590 | 10,688 |
Current Liabilities: | ||
Current portion of long-term debt | 41 | 46 |
Accounts payable and accrued liabilities | 875 | 894 |
Derivative contract liabilities | 2,596 | 2,268 |
Deferred income taxes | 616 | 565 |
Other | 15 | 11 |
Total current liabilities | 4,143 | 3,784 |
Noncurrent Liabilities: | ||
Long-term debt, net of current portion | 2,594 | 2,630 |
Derivative contract liabilities | 285 | 244 |
Pension and postretirement obligations | 150 | 148 |
Other | 99 | 120 |
Total noncurrent liabilities | 3,128 | 3,142 |
Commitments and Contingencies | 0 | 0 |
Stockholders' Equity: | ||
Preferred stock, par value $.01 per share, authorized 100,000,000 shares, no shares issued at June 30, 2009 and December 31, 2008 | 0 | 0 |
Common stock, par value $.01 per share, authorized 1.5 billion shares, issued 311,192,623 and 310,666,240 at June 30, 2009 and December 31, 2008, respectively, and outstanding 145,098,872 shares and 144,629,446 at June 30, 2009 and December 31, 2008, respectively | 3 | 3 |
Treasury stock, at cost, 166,093,751 shares and 166,036,794 shares at June 30, 2009 and December 31, 2008, respectively | (5,331) | (5,330) |
Additional paid-in capital | 11,418 | 11,401 |
Accumulated deficit | (1,679) | (2,222) |
Accumulated other comprehensive loss | (92) | (90) |
Total stockholders' equity | 4,319 | 3,762 |
Total Liabilities and Stockholders' Equity | $11,590 | $10,688 |
1_Statement Of Financial Positi
Statement Of Financial Position Classified (Parenthetical) (USD $) | ||
Jun. 30, 2009
| Dec. 31, 2008
| |
Preferred stock, par value | 0.01 | 0.01 |
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | 0.01 | 0.01 |
Common stock, authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, issued | 311,192,623 | 310,666,240 |
Common stock, outstanding | 145,098,872 | 144,629,446 |
Treasury stock, shares | 166,093,751 | 166,036,794 |
Statement Of Shareholders Equit
Statement Of Shareholders Equity And Other Comprehensive Income (USD $) | ||||||
In Millions | Common Stock
| Treasury Stock
| Additional Paid-In Capital
| Accumulated Deficit
| Accumulated Other Comprehensive Loss
| Total
|
Beginning Balance at Dec. 31, 2008 | $3 | ($5,330) | $11,401 | ($2,222) | ($90) | $3,762 |
Net income | 543 | 543 | ||||
Share repurchases | (1) | |||||
Stock-based compensation | 17 | |||||
Other comprehensive loss | (2) | (2) | ||||
Ending Balance at Jun. 30, 2009 | 3 | (5,331) | 11,418 | (1,679) | (92) | 4,319 |
Beginning Balance at Mar. 31, 2009 | 3 | |||||
Ending Balance at Jun. 30, 2009 | $3 |
Statement Of Other Comprehensiv
Statement Of Other Comprehensive Income (USD $) | ||
In Millions | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2008 |
Net Income (Loss) | $543 | ($935) |
Other Comprehensive Loss, Net of Tax | ||
Pension and postretirement benefits | (2) | (7) |
Other comprehensive loss, net of tax | (2) | (7) |
Total Comprehensive Income (Loss) | $541 | ($942) |
Statement Of Cash Flows Indirec
Statement Of Cash Flows Indirect (USD $) | ||
In Millions | 6 Months Ended
Jun. 30, 2009 | 6 Months Ended
Jun. 30, 2008 |
Cash Flows from Operating Activities: | ||
Net Income (Loss) | $543 | ($935) |
Income from discontinued operations | 0 | 51 |
Income (Loss) From Continuing Operations | 543 | (986) |
Adjustments to reconcile income (loss) from continuing operations and changes in other operating assets and liabilities to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 75 | 75 |
Gain on sales of assets, net | (17) | (16) |
Unrealized losses (gains) on derivative contracts, net | (240) | 1,177 |
Stock-based compensation expense | 16 | 13 |
Lower of cost or market inventory adjustments | 22 | 1 |
Other, net | 0 | 4 |
Funds on deposit | (120) | (268) |
Changes in other operating assets and liabilities | 152 | (45) |
Total adjustments | (112) | 941 |
Net cash provided by (used in) operating activities of continuing operations | 431 | (45) |
Net cash provided by operating activities of discontinued operations | 4 | 46 |
Net cash provided by operating activities | 435 | 1 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (378) | (311) |
Proceeds from the sales of assets | 17 | 15 |
Other | 2 | 1 |
Net cash used in investing activities of continuing operations | (359) | (295) |
Net cash provided by investing activities of discontinued operations | 0 | 25 |
Net cash used in investing activities | (359) | (270) |
Cash Flows from Financing Activities: | ||
Repayments and purchases of long-term debt | (41) | (271) |
Share repurchases | (1) | (1,737) |
Proceeds from exercises of stock options and warrants | 0 | 15 |
Net cash used in financing activities of continuing operations | (42) | (1,993) |
Net cash used in financing activities of discontinued operations | 0 | 0 |
Net cash used in financing activities | (42) | (1,993) |
Net Increase (Decrease) in Cash and Cash Equivalents | 34 | (2,262) |
Cash and Cash Equivalents, beginning of period | 1,831 | 4,961 |
Cash and Cash Equivalents, end of period | 1,865 | 2,699 |
Supplemental Cash Flow Disclosures: | ||
Cash paid for interest, net of amounts capitalized | 63 | 94 |
Cash paid for income taxes | 3 | 0 |
Cash paid for claims and professional fees from bankruptcy | $1 | $5 |
Notes to Financial Statements
Notes to Financial Statements | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
A. Description of Business | A. Description of Business Mirant is a competitive energy company that produces and sells electricity in the United States. The Company owns or leases 10,112 MW of net electric generating capacity in the Mid-Atlantic and Northeast regions and in California. Mirant also operates an integrated asset management and energy marketing organization based in Atlanta, Georgia. |
B. Accounting and Reporting Policies | B. Accounting and Reporting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Mirant and its wholly-owned subsidiaries have been prepared in accordance with GAAP for interim financial information and with the instructions for Form10-Q and Article10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and notes thereto included in the Companys 2008 Annual Report on Form10-K. The accompanying unaudited condensed consolidated financial statements include the accounts of Mirant and its wholly-owned and controlled majority-owned subsidiaries as well as a VIE in which Mirant has an interest and is the primary beneficiary. The financial statements have been prepared from records maintained by Mirant and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. As of June30, 2009, substantially all of Mirants subsidiaries are wholly-owned and located in the United States. The Companys obligations to MC Asset Recovery result in its treatment as a VIE in which Mirant is the primary beneficiary as defined in FIN 46R. The entity, therefore, is included in the Companys unaudited condensed consolidated financial statements. See Note L for further discussion of MC Asset Recovery. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make various estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. The Company evaluates events that occur after its balance sheet date but before its financial statements are issued for potential recognition or disclosure. Based on the evaluation, as of August6, 2009, the Company determined that there were no material subsequent events for recognition or disclosure other than those disclosed herein. In preparing the Companys unaudited condensed consolidated financial statements for the three months ended March31, 2009, management discovered that the amounts previously disclosed for cash paid for interest and cash paid for interest, net of amount capitalized were overstated for each interim period in 2008. For the three and six months ended June30, 2008, the Companys cash paid for interest was overstated by approximately $20 million and $23 million, respectively. The Capitalization of Interest Cost discussed later in Note B has been adjusted to reflect the immaterial correction of these misstatements. For the six months ended June30, 2008, cas |
C. Financial Instruments | C. Financial Instruments Derivative Financial Instruments In connection with generating electricity, the Company is exposed to energy commodity price risk associated with the acquisition of fuel needed to generate electricity, the price of electricity produced and sold, and the fair value of fuel inventories. In addition, the open positions in the Companys trading activities, comprised of proprietary trading and fuel oil management activities, expose it to risks associated with changes in energy commodity prices. The Company, through its asset management activities, enters into a variety of exchange-traded and OTC energy and energy-related derivative financial instruments, such as forward contracts, futures contracts, option contracts and financial swap agreements to manage exposure to commodity price risks. These contracts have varying terms and durations, which range from a few days to years, depending on the instrument. The Companys proprietary trading activities also utilize similar derivative contracts in markets where the Company has a physical presence to attempt to generate incremental gross margin. The Companys fuel oil management activities use derivative financial instruments to hedge economically the fair value of the Companys physical fuel oil inventories and to optimize the approximately three million barrels of storage capacity that the Company owns or leases. Changes in the fair value and settlements of derivative financial instruments used to hedge electricity economically are reflected in operating revenue, and changes in the fair value and settlements of derivative financial instruments used to hedge fuel economically are reflected in cost of fuel, electricity and other products in the accompanying unaudited condensed consolidated statements of operations. Most of the Companys long-term coal agreements are not required to be recorded at fair value under SFAS 133. As such, these contracts are not included in derivative contract assets and liabilities in the accompanying condensed consolidated balance sheets. Changes in the fair value and settlements of derivative contracts for trading activities, comprised of proprietary trading and fuel oil management, are recorded on a net basis as operating revenue in the accompanying unaudited condensed consolidated statements of operations. As of June30, 2009, the Company does not have any derivative financial instruments for which hedge accounting, as defined by SFAS 133, has been elected. The Company also considers risks associated with interest rates, counterparty credit and Mirants own non-performance risk when valuing its derivative financial instruments. The nominal value of the derivative contract assets and liabilities is discounted to account for time value using a LIBOR forward interest rate curve based on the tenor of the Companys transactions being valued. The following table presents the fair value of derivative financial instruments related to commodity price risk (in millions): Fair Value at Commodity Derivative Contracts Balance Sheet Location June30, 2009 December31, 2008 Asset management Derivative con |
D. Impairments on Assets Held and Used | D. Impairments on Assets Held and Used Bowline Generating Facility Background During the second quarter of 2009, the NYISO issued its annual peak load and energy forecast in its Load and Capacity Data report (the Gold Book). The Gold Book reports projected supply and demand for the New York control area for the next ten years.The Gold Book reflected a significant decrease in future demand as a result of current economic conditions and the expected future effects of demand-side management programs in New York. The reduction in future demand as a result of demand-side management programs is being driven primarily by an energy efficiency program being instituted within the State of New York that will seek to achieve a 15% reduction from 2007 energy volumes by 2015.The decrease in the projected future demand resulted in a decrease in the Companys forecast of the capacity revenue that its 1,139 MW Bowline generating facility will earn in future periods. In addition to the change in the forecasted capacity revenue, Mirant Bowline also received its property tax assessment during the second quarter of 2009. The assessment significantly exceeds the estimated fair value of the generating facility. Based on the Companys current five-year forecast incorporating these developments, Mirant Bowline is projected to operate at a net loss for the current year and to continue to have operating losses for the next several years because of the excessive level of taxation imposed on the Bowline generating facility combined with the forecasted decrease in capacity revenues. Therefore, the Company determined that the Bowline generating facility should be evaluated for impairment in the second quarter of 2009. Asset Grouping For purposes of impairment testing, a long-lived asset or assets must be grouped at the lowest level of identifiable cash flows. The Company included its Hudson Valley Gas subsidiary in the impairment analysis as the pipeline operated by Hudson Valley Gas relates solely to the supply of gas for the Bowline generating facility. Assumptions and Results The Company developed estimates related to the future costs of the facility, including future property tax payments. Additionally, the Company developed capacity and energy revenue forecasts based on supply and demand assumptions from the NYISOs Gold Book and proprietary fundamental modeling. The Company also assumed it would monetize excess emissions allowances by selling them. The cash flows for the Bowline generating facility were projected through its estimated remaining useful life of 2027. The sum of the probability weighted undiscounted cash flows for the Bowline generating facility exceeded the carrying value as of June30, 2009. As a result, the Company did not record an impairment charge for the three and six months ended June30, 2009. |
E. Long-Term Debt | E. Long-Term Debt Long-term debt was as follows (dollars in millions): At June30, 2009 At December31, 2008 InterestRate Secured/ Unsecured Long-term debt: Mirant Americas Generation: Senior notes: Due 2011 $ 535 $ 535 8.30% Unsecured Due 2021 450 450 8.50% Unsecured Due 2031 400 400 9.125% Unsecured Unamortizeddebtpremiums(discounts),net (3 ) (3 ) Mirant North America: Senior secured term loan, due 2009 to 2013 376 415 LIBOR+1.75% Secured Senior notes, due 2013 850 850 7.375% Unsecured Capital leases, due 2009 to 2015 27 29 7.375%-8.19% Total 2,635 2,676 Less: current portion of long-term debt (41 ) (46 ) Total long-term debt, net of currentportion $ 2,594 $ 2,630 Mirant Americas Generation Senior Notes The senior notes are senior unsecured obligations of Mirant Americas Generation having no recourse to any subsidiary or affiliate of Mirant Americas Generation. Mirant North America Senior Secured Credit Facilities Mirant North America, a wholly-owned subsidiary of Mirant Americas Generation, entered into senior secured credit facilities in January2006, which are comprised of a senior secured term loan, due January 2013, and a senior secured revolving credit facility, due January 2012. The senior secured term loan had an initial principal balance of $700 million, which has amortized to $376 million as of June30, 2009. At the closing, $200million drawn under the senior secured term loan was deposited into a cash collateral account to support the issuance of up to $200million of letters of credit. Although the senior secured revolving credit facility has lender commitments of $800 million, availability thereunder reflects a $45 million reduction as a result of the expectation that Lehman Commercial Paper, Inc., which filed for bankruptcy in October 2008, will not honor its $45 million commitment under the facility. During 2008, Mirant North America transferred to the senior secured revolving credit facility approximately $78 million of letters of credit previously supported by the cash collateral account and withdrew approximately $78 million from the cash collateral account, thereby reducing the cash collateral account to approximately $122 million. At June30, 2009, the cash collateral balance was approximately $123 million as a result of interest earned on the invested cash balances. At June30, 2009, there were approximately $139million of letters of credit outstanding under the senior secured revolving credit facility and $123 million of letters of credit outstanding under the senior secured term loan cash collateral account. At June30, 2009, $615.8 million was available under the senior secured revolving credit facility and $0.2 million was available under the senior secured term loan for cash draws or for the issuance of letters of credit. In |
F. Guarantees and Letters of Credit | F. Guarantees and Letters of Credit Mirant generally conducts its business through various operating subsidiaries, which enter into contracts as a routine part of their business activities. In certain instances, the contractual obligations of such subsidiaries are guaranteed by, or otherwise supported by, Mirant or another of its subsidiaries, including guarantees or letters of credit issued under the credit facilities of Mirant North America. In addition, Mirant and its subsidiaries enter into various contracts that include indemnification and guarantee provisions. Examples of these contracts include financing and lease arrangements, purchase and sale agreements, commodity purchase and sale agreements, construction agreements and agreements with vendors. Although the primary obligation of Mirant or a subsidiary under such contracts is to pay money or render performance, such contracts may include obligations to indemnify the counterparty for damages arising from the breach thereof and, in certain instances, other existing or potential liabilities. In many cases, the Companys maximum potential liability cannot be estimated, because some of the underlying agreements contain no limits on potential liability. Upon issuance or modification of a guarantee, the Company determines if the obligation is subject to initial recognition and measurement of a liability and/or disclosure of the nature and terms of the guarantee under FIN 45. Generally, guarantees of the performance of a third party are subject to the recognition and measurement, as well as the disclosure provisions, of FIN 45. Such guarantees must initially be recorded at fair value, as determined in accordance with the interpretation. The Company did not have any guarantees at June30, 2009, that met the recognition requirements under FIN 45. For the six months ended June30, 2009, Mirant had net decreases to its guarantees of approximately $43 million, which included a decrease of approximately $32 million to its letters of credit, a decrease of $9 million to its surety bonds and a decrease of $2 million in other guarantees. This Note should be read in conjunction with the complete description under Note 10, Commitments and ContingenciesGuarantees, to the Companys financial statements in its 2008 Annual Report on Form 10-K . |
G. Pension and Other Postretirement Benefit Plans | G. Pension and Other Postretirement Benefit Plans Mirant has various defined benefit and defined contribution pension plans, and other postretirement benefit plans. For a further discussion of these plans see Note 8. Employee Benefit Plans in the Companys 2008 Annual Report on Form10-K. Net Periodic Benefit Cost (Credit) The components of the net periodic benefit cost (credit) are shown below (in millions): PensionPlans OtherPostretirement Benefit Plans ThreeMonthsEnded June30, ThreeMonths Ended June30, 2009 2008 2009 2008 Service cost $ 2 $ 2 $ $ Interest cost 4 4 1 1 Expected return of plan assets (5 ) (4 ) Net amortization1 (1 ) (1 ) Curtailments (1 ) (4 ) Net periodic benefit cost (credit) $ 1 $ 1 $ $ (4 ) Pension Plans Other Postretirement Benefit Plans Six MonthsEnded June30, Six MonthsEnded June30, 2009 2008 2009 2008 Service cost $ 4 $ 4 $ 1 $ 1 Interest cost 8 8 2 2 Expected return of plan assets (11 ) (8 ) Net amortization1 1 (3 ) (3 ) Curtailments (1 ) (4 ) Net periodic benefit cost (credit) $ 2 $ 3 $ $ (4 ) 1 Net amortization amount includes prior service costs and actuarial gains or losses. |
H. Stock-based Compensation | H. Stock-based Compensation On March3, 2009, the Company granted stock options and issued restricted stock units to executives and certain other employees under the Mirant Corporation 2005 Omnibus Incentive Compensation Plan. The stock options have a ten-year term and the stock options and restricted stock units vest in three equal installments on each of the first, second and third anniversaries of the grant date. The stock options have an exercise price of $10.40, the Companys closing stock price on the day of the grant, and a grant date fair value of $5.88. The restricted stock units have a grant date fair value of $10.40, the Companys closing stock price on the day of the grant. On May12, 2009, the Company issued restricted stock units to non-management members of the Board of Directors under the Mirant Corporation 2005 Omnibus Incentive Compensation Plan. The restricted stock units vest on the first anniversary of the grant date and delivery of the underlying shares is deferred until their directorship terminates. The restricted stock units have a grant date fair value of $15.13, the Companys closing stock price on the day of the grant. During the quarter ended June30, 2009, Mirant announced that certain of its executives would leave the Company. In accordance with the terms of their respective separation agreements, certain executives agreed to the cancellation of a portion of the stock options and restricted stock units granted on March3, 2009, which otherwise would have vested in full pursuant to the terms of each executives employment agreement. For the three and six months ended June30, 2009, the Company recognized approximately $7 million of stock-based compensation expense associated with the accelerated vesting and cancellation of awards related to the separation of these executives. During the three and six months ended June30, 2009, the Company recognized approximately $12 million and $16 million, respectively, of compensation expense related to stock options, restricted shares and restricted stock units, which includes compensation expense associated with the separation of certain executives discussed above. The Company recognized approximately $6 million and $13 million, respectively, of compensation expense related to stock options, restricted shares and restricted stock units for the three and six months ended June30, 2008. These amounts are included in operations and maintenance expense in the unaudited condensed consolidated statements of operations. As of June30, 2009, there was approximately $30 million of total unrecognized compensation cost, excluding estimated forfeitures, related to non-vested stock-based awards. Stock-based compensation activity for the six months ended June30, 2009, is as follows: Stock OptionsService-based Number ofOptions Weighted Average Exercise Price Aggregate Intrinsic Value1 (inmillions) Outstanding at January1, 2009 2,870,996 $ 29.83 Granted 1,390,552 $ 10.40 Exercised or converted (479 ) $ 10.40 Forfeited or cancelled (143,723 ) $ 10.98 Expired (11,714 ) $ 31.74 |
I. Earnings Per Share | I. Earnings Per Share Mirant calculates basic EPS by dividing income available to stockholders by the weighted average number of common shares outstanding. Diluted EPS gives effect to dilutive potential common shares, including unvested restricted shares and restricted stock units, stock options and warrants. As a result of the net loss for the three and six months ended June30, 2008, diluted EPS was computed in the same manner as basic EPS in accordance with SFAS 128. The following table shows the computation of basic and diluted EPS (in millions except per share data): ThreeMonths Ended June30, SixMonths Ended June30, 2009 2008 2009 2008 Income (loss) from continuing operations $ 163 $ (832 ) $ 543 $ (986 ) Income from discontinued operations 49 51 Net income (loss) $ 163 $ (783 ) $ 543 $ (935 ) Basic and diluted: Weighted average shares outstandingbasic 145 201 145 209 Shares from assumed exercise of warrants and options 23 22 Shares from assumed vesting of restricted stock andrestricted stock units 1 1 Weighted average shares outstandingdiluted 145 225 145 232 Basic EPS EPS from continuing operations $ 1.12 $ (4.14 ) $ 3.74 $ (4.72 ) EPS from discontinued operations 0.24 0.25 Basic EPS $ 1.12 $ (3.90 ) $ 3.74 $ (4.47 ) Diluted EPS EPS from continuing operations $ 1.12 $ (4.14 ) $ 3.74 $ (4.72 ) EPS from discontinued operations 0.24 0.25 Diluted EPS $ 1.12 $ (3.90 ) $ 3.74 $ (4.47 ) For the three and six months ended June30, 2009, the number of securities that are considered antidilutive increased significantly compared to the same period in 2008, as a result of the decrease in the Companys weighted average stock price. The weighted average number of securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive were as follows: ThreeMonths Ended June30, Six Months Ended June30, 2009 2008 2009 2008 (shares in millions) Series A Warrants 26.87 26.87 Series B Warrants 7.05 7.05 Restricted shares and restricted share units 0.30 0.01 0.65 0.05 Stock options 4.88 1.22 4.46 0.97 Total number of antidilutive shares 39.10 1.23 39.03 1.02 |
J. Stockholders' Equity | J. Stockholders Equity Stockholder Rights Plan On March26, 2009, Mirant announced the adoption of a stockholder rights plan (the Stockholder Rights Plan) to help protect the Companys use of its federal NOLs from certain restrictions contained in Section () 382 of the Internal Revenue Code of 1986, as amended. In general, an ownership change would occur if certain shifts in ownership of the Companys stock exceed 50 percentage points measured over a specified period of time. Given 382s broad definition, an ownership change could be the unintended consequence of otherwise normal market trading in the Companys stock that is outside the Companys control. The Stockholder Rights Plan was adopted to reduce the likelihood of such an unintended ownership change occurring. However, there can be no assurance that the Stockholder Rights Plan will prevent such an ownership change. Under the Stockholder Rights Plan, when a person or group has obtained beneficial ownership of 4.9% or more of the Companys common stock, or an existing holder with greater than 4.9% ownership acquires more shares representing at least an additional 0.2% of the Companys common stock, there would be a triggering event causing potential significant dilution in the economic interest and voting power of such person or group. Such triggering event would also occur if an existing holder with greater than 4.9% ownership but less than 5.0% ownership acquires more shares that would result in such stockholder obtaining beneficial ownership of 5.0% or more of the Companys common stock. The Board of Directors has the discretion to exempt an acquisition of common stock from the provisions of the Stockholder Rights Plan if it determines the acquisition will not jeopardize tax benefits or is otherwise in the Companys best interests. This Stockholder Rights Plan is limited in life, and the rights expire upon the earliest of (1)the Board of Directors determination that the plan is no longer needed for the preservation of NOLs as a result of the implementation of legislative changes or any other change; (2)March25, 2010; or (3)certain other events described in the Stockholder Rights Plan. |
K. Segment Reporting | K. Segment Reporting The Company has four operating segments: Mid-Atlantic, Northeast, California and Other Operations. The Mid-Atlantic segment consists of four generating facilities located in Maryland and Virginia with total net generating capacity of 5,230 MW. The Northeast segment consists of three generating facilities located in Massachusetts and one generating facility located in New York with total net generating capacity of 2,535 MW. For the three and six months ended June30, 2008, the Northeast region also included the Lovett generating facility, which was shut down on April19, 2008. The California segment consists of three generating facilities located in or near the City of San Francisco, with total net generating capacity of 2,347 MW and includes business development efforts for new generation in California. Other Operations includes proprietary trading and fuel oil management activities, unallocated corporate overhead, interest expense on debt at Mirant Americas Generation and Mirant North America and interest income on the Companys invested cash balances. In the following tables, eliminations are primarily related to intercompany sales of emissions allowances and interest on intercompany notes receivable and notes payable. Operating Segments Mid- Atlantic Northeast California Other Operations Eliminations Total (inmillions) Three Months Ended June30,2009: Operating revenues1 $ 391 $ 58 $ 33 $ 14 $ $ 496 Cost of fuel, electricity and otherproducts2 134 13 4 (1 ) 150 Gross margin 257 45 29 15 346 Operating Expenses: Operations and maintenance 101 35 24 (45 ) 115 Depreciation and amortization 24 5 5 2 36 Gain on sales of assets, net (2 ) (2 ) Total operating expenses (income) 123 40 29 (43 ) 149 Operating income 134 5 58 197 Total other expense, net 1 33 34 Income from continuing operations before income taxes 133 5 25 163 Provision for income taxes Income from continuing operations $ 133 $ 5 $ $ 25 $ $ 163 Total assets at June30, 2009 $ 6,548 $ 715 $ 160 $ 7,964 $ (3,797 ) $ 11,590 1 Includes unrealized losses of $4 million, $6 million and $34 million for Mid-Atlantic, Northeast and Other Operations, respectively. 2 Includes unrealized gains of $4 million and $26 million for Mid-Atlantic and Northeast, respectively. |
L. Litigation and Other Contingencies | L. Litigation and Other Contingencies The Company is involved in a number of significant legal proceedings. In certain cases, plaintiffs seek to recover large and sometimes unspecified damages, and some matters may be unresolved for several years. The Company cannot currently determine the outcome of the proceedings described below or the ultimate amount of potential losses and therefore has not made any provision for such matters unless specifically noted below. Pursuant to SFAS 5, management provides for estimated losses to the extent information becomes available indicating that losses are probable and that the amounts are reasonably estimable. Additional losses could have a material adverse effect on the Companys results of operations, financial position or cash flows. Environmental Matters EPA Information Request.In January 2001, the EPA issued a request for information to Mirant concerning the implications under the EPAs NSR regulations promulgated under the Clean Air Act of past repair and maintenance activities at the Potomac River facility in Virginia and the Chalk Point, Dickerson and Morgantown facilities in Maryland. The requested information concerned the period of operations that predates the ownership and lease of those facilities by Mirant Potomac River, Mirant Chalk Point and Mirant Mid-Atlantic. Mirant responded fully to this request. Under the APSA, Pepco is responsible for fines and penalties arising from any violation of the NSR regulations associated with operations prior to the acquisition or lease of the facilities by Mirant Potomac River, Mirant Chalk Point and Mirant Mid-Atlantic. If a violation is determined to have occurred at any of the facilities, Mirant Potomac River, Mirant Chalk Point and Mirant Mid-Atlantic, as the owner or lessee of the facility, may be responsible for the cost of purchasing and installing emissions control equipment, the cost of which may be material. Mirant Chalk Point and Mirant Mid-Atlantic have installed and are installing a variety of emissions control equipment on the Chalk Point, Dickerson and Morgantown facilities in Maryland to comply with the Maryland Healthy Air Act, but that equipment may not include all of the emissions control equipment that could be required if a violation of the EPAs NSR regulations is determined to have occurred at one or more of those facilities. If such a violation is determined to have occurred after the acquisition or lease of the facilities by Mirant Potomac River, Mirant Chalk Point and Mirant Mid-Atlantic or, if occurring prior to the acquisition or lease, is determined to constitute a continuing violation, Mirant Potomac River, Mirant Chalk Point or Mirant Mid-Atlantic could also be subject to fines and penalties by the state or federal government for the period after its acquisition or lease of the facility at issue, the cost of which may be material, although applicable bankruptcy law may bar such liability for periods prior to January3, 2006, when the Plan became effective for Mirant Potomac River, Mirant Chalk Point and Mirant Mid-Atlantic. Faulkner Fly Ash Facility.By letter dated April2, 2008, the Environmental Integrity Project |
M. Settlements and Other Charges | M. Settlements and Other Charges Potomac River Settlement In July 2008, the City of Alexandria, Virginia (in which the Potomac River generating facility is located) and Mirant Potomac River entered into an agreement containing certain terms that were included in a proposed comprehensive state operating permit for the Potomac River generating facility issued by the Virginia DEQ that month. Under that agreement, Mirant Potomac River committed to spend $34 million over several years to reduce particulate emissions. The $34 million was placed in escrow and is included in funds on deposit and other noncurrent assets in the accompanying condensed consolidated balance sheets and in the Companys estimated capital expenditures. On July30, 2008, the Virginia State Air Pollution Control Board approved the comprehensive permit with terms consistent with the agreement between Mirant Potomac and the City of Alexandria, and the Virginia DEQ issued the permit on July31, 2008. Prior to the issuance of the comprehensive state operating permit in July 2008, the Potomac River generating facility operated under a state operating permit issued June1, 2007, that significantly restricted the facilitys operations by imposing stringent limits on its SO2 emissions and constraining unit operations so that no more than three of the facilitys five units could operate at one time. In compliance with the comprehensive permit, in 2008 the Company merged the stacks for units 3, 4 and 5 into one stack at the Potomac River generating facility and, in January 2009, the Company merged the stacks for units 1 and 2 into one stack. With the completion of the stack mergers, the permit issued in July 2008 will not constrain operations of the Potomac River generating facility below historical operations and will allow operation of all five units at one time. Certain provisions of Virginias air emissions regulations adopted to implement the CAIR, however, could constrain the facilitys operations. Mirant Potomac River has challenged those regulations in court. |
Document Information
Document Information | |
6 Months Ended
Jun. 30, 2009 USD / shares | |
Document Information [Text Block] | |
Document Type | 10-Q |
Amendment Flag | false |
Amendment Description | N.A. |
Document Period End Date | 2009-06-30 |
Entity Information
Entity Information (USD $) | |||
6 Months Ended
Jun. 30, 2009 | Aug. 03, 2009
| Jun. 30, 2008
| |
Entity [Text Block] | |||
Trading Symbol | MIR | ||
Entity Registrant Name | MIRANT CORP | ||
Entity Central Index Key | 0001010775 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 145,101,763 | ||
Entity Public Float | $6,974,396,638 |