UNITED STATES
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): February 6, 2004
CALPINE CORPORATION
(A Delaware Corporation)
Commission File Number: 001-12079
I.R.S. Employer Identification No. 77-0212977
50 West San Fernando Street
San Jose, California 95113
Telephone: (408) 995-5115
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 6, 2004, the Registrant issued the press release attached
hereto as Exhibit 99.1 announcing that it is providing a pre-earnings update.
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.
CALPINE CORPORATION
By: /s/ Charles B. Clark, Jr.
-------------------------
Charles B. Clark, Jr.
Senior Vice President and Controller
Chief Accounting Officer
Date: February 6, 2004
EXHIBIT 99.1
NEWS RELEASE
CONTACTS: 408-995-5115
Media Relations: Katherine Potter, x1168
Investor Relations: Rick Barraza, x1125
Calpine Provides 4th Quarter 2003 Update
(SAN JOSE, Calif.) /PRNewswire-FirstCall/ Feb. 6, 2004 -- Calpine
Corporation [NYSE: CPN], a leading North American power company, today announced
that it is providing a pre-earnings update. These preliminary results are
unaudited. Further detail will be provided in the company's year-end 2003
earnings conference call scheduled for February 26, 2004.
On December 31, 2003, liquidity for the company totaled approximately $2.3
billion. This included cash and cash equivalents on hand of approximately $1.0
billion, the current portion of restricted cash of approximately $0.9 billion
and approximately $0.4 billion of borrowing capacity under the company's various
credit facilities.
EBITDA, as adjusted before non-cash and other charges is expected to be
approximately $0.4 billion and $1.6 billion for the three and twelve months
ended December 31, 2003, respectively.
For the quarter ended December 31, 2003, the company is anticipating GAAP
fully diluted earnings per share of approximately $0.30 per share, or $125
million of net income. During the period, the company's power plants operated at
a 49% capacity factor generating over 20 million megawatt hours. Core operating
earnings are expected to be a net loss of approximately $0.13 per share, or a
$54 million net loss. On-peak spark spreads during the quarter were below
expectations primarily due to milder weather during December. These lower spark
spreads reduced expected earnings by approximately $19 million, or $0.05 per
share.
The results for the quarter include a gain of approximately $0.38 per share
due to a change in accounting principle and certain mark-to-market activity, a
gain of approximately $0.10 per share on the sale of assets and a gain of
approximately $0.09 per share for the purchases of outstanding debt and
preferred securities. Offsetting these gains, the company recorded a loss of
approximately $0.14 per share for other charges related primarily to equipment
cost and office space write-downs and costs associated with the termination of
long-term service contracts.
Calpine has rescheduled its year-end 2003 earnings conference call to
February 26, 2004 due to conflicting schedules relating to its recently
announced intent to commence offerings to refinance its CCFC II debt.
The conference call to discuss the financial and operating results for the
three and twelve months ended December 31, 2003 will now take place on Thursday,
February 26, 2004, at 8:30 a.m. Pacific Standard Time. To participate via the
teleconference (in listen-only mode), dial 1-888-603-6685 at least five minutes
before the start of the call. In addition, Calpine will simulcast the conference
call live via the Internet. The web cast can be accessed and will be available
for 30 days on Calpine's Investor Relations page at www.calpine.com.
Calpine Corporation, celebrating its 20th year in power in 2004, is a
leading North American power company dedicated to providing electric power to
wholesale and industrial customers from clean, efficient, natural gas-fired and
geothermal power facilities. The company generates power at plants it owns or
leases in 21 states in the United States, three provinces in Canada and in the
United Kingdom. Calpine is also the world's largest producer of renewable
geothermal energy, and owns or controls approximately one trillion cubic feet
equivalent of proved natural gas reserves in Canada and the United States. The
company was founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN. For more information about Calpine, visit
www.calpine.com.
RECONCILIATION OF GAAP NET INCOME TO EBITDA, AS ADJUSTED (1)
Three Months Ended Twelve Months Ended
December 31, 2003 December 31, 2003
----------------- -----------------
(unaudited) (unaudited)
(in millions)
GAAP net income........................................................ $ 125 $ 288
Income from unconsolidated investments in power projects............ (9) (77)
Distributions from unconsolidated investments in power projects..... 16 141
--------- ---------
Subtotal....................................................... 132 352
Interest expense.................................................... 231 728
1/3 of operating lease expense...................................... 9 37
Distributions on trust preferred securities......................... -- 47
Provision for income taxes.......................................... (2) 17
Depreciation, depletion and amortization expense.................... 170 608
Interest expense, provision for income taxes and depreciation,
depletion and amortization from discontinued operations............ 1 2
--------- ---------
EBITDA, as adjusted.............................................. $ 541 $ 1,791
========= =========
Non-cash and other charges, net.................................. (110) (203)
--------- ---------
EBITDA, as adjusted, for non-cash and other charges (2).......... $ 431 $ 1,588
========= =========
<FN>
(1) This non-GAAP measure is presented not as a measure of operating results,
but rather as a measure of our ability to service debt. It should not be
construed as an alternative to either (i) income from operations or (ii)
cash flows from operating activities to be disclosed in the company's Form
10-K for the year ended December 31, 2003. It is defined as net income less
income from unconsolidated investments, plus cash received from
unconsolidated investments, plus provision for tax, plus interest expense,
plus one-third of operating lease expense, plus depreciation, depletion and
amortization, plus distributions on trust preferred securities. The
interest, tax and depreciation, depletion and amortization components of
discontinued operations are added back in calculating EBITDA, as adjusted.
(2) This non-GAAP measure is presented as a further refinement of EBITDA, as
adjusted, to reflect the company's ability to service debt with cash.
</FN>
THE FINANCIAL INFORMATION PRESENTED ABOVE IS SUBJECT TO ADJUSTMENT UNTIL THE
COMPANY FILES ITS FORM 10-K WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE
YEAR ENDED DECEMBER 31, 2003.