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): April 29, 2005
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Other Jurisdiction of Incorporation)
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
(Address of principal executive offices and telephone number)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 2.02 -- RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURES
EXHIBIT INDEX
EXHIBIT I
ITEM 2.02 -- RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 29, 2005, the Registrant issued the press release attached hereto as
Exhibit I, providing a first quarter 2005 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, Controller and
Chief Accounting Officer
Date: April 29, 2005
EXHIBIT INDEX
Exhibit Description
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I Press release
EXHIBIT I
NEWS RELEASE CONTACTS: (408) 995-5115
Media Relations: Bill Highlander, Ext. 1244
Investor Relations: Karen Bunton, Ext. 1121
Calpine Announces First Quarter 2005 Financial Update
EBITDA, Earnings and Cash In-Line With Company Expectations
(SAN JOSE, Calif.) /PR Newswire - First Call/ April 29, 2005 - Calpine
Corporation [NYSE:CPN] is providing an estimate of key financial highlights for
the three months ended March 31, 2005. These preliminary results are unaudited
and subject to final adjustments. Further details will be provided in the
company's first quarter earnings conference call scheduled for May 5, 2005, at
8:30 a.m. Pacific Daylight Time.
"Calpine is providing this update to assure investors that first quarter
financial results were in-line with our expectations and that we remain on track
to achieve our 2005 earnings," stated Calpine Chief Financial Officer Bob Kelly.
"While preliminary, we believe this update is necessary given the recent
equity and bond trading volatility triggered by false rumors in the market. It
is regrettable that reckless and unfounded rumors continue to impact the trading
in Calpine's securities," continued Kelly. "We look forward to providing a more
detailed discussion of Calpine's earnings and liquidity in our May 5 news
release and conference call."
Cash and Earnings Update
- ------------------------
Calpine ended the quarter with cash and cash equivalents on hand of
approximately $800 million. In addition, the company's current portion of
restricted cash totaled approximately $500 million.
EBITDA, as adjusted for non-cash and other charges, is expected to be
approximately $240 million for the quarter ended March 31, 2005. For the year
ended Dec. 31, 2005, Calpine is confirming that the company expects EBITDA, as
adjusted for non-cash and other charges, to be in the range of $1.6 - $1.7
billion.
The recent market activity in the capital markets has not impacted Calpine
Energy Services' (CES) ability to manage its portfolio of assets. In addition,
CES remains fully collateralized with most of its counterparties, and has not
been forced to post any material margin over the past week directly with
counterparties.
Although the company did not issue quarterly earnings guidance, pre-tax
earnings for the three months ended March 31, 2005 were in-line with Calpine's
internal estimates. Calpine is anticipating a fully-diluted loss per share of
approximately $0.38 for the first quarter. The company expects to achieve its
forecasted earnings for the year ending Dec. 31, 2005, with a GAAP loss per
share remaining in the range of $0.80 - $0.90 based on indications that market
spark spreads are remaining in-line with our earlier expectations.
Calpine will host a conference call to discuss its first quarter 2005
financial and operating results on Thursday, May 5, 2005, at 8:30 a.m. Pacific
Daylight Time. Interested parties may access the teleconference via a web cast
on Calpine's Investor Relations page, www.calpine.com, or by dialing
1-888-603-6685 (1-706-634-1265 for international callers) at least five minutes
before the start of the call. The call will be open to the public in a
listen-only mode by telephone and web broadcast. A replay and transcript of the
conference call will be available for 30 days on Calpine's Investor Relations
page at www.calpine.com.
A major power company, Calpine Corporation supplies customers and
communities with electricity from clean, efficient, natural gas-fired and
geothermal power plants. Calpine owns, leases and operates integrated systems of
plants in 21 U.S. states, three Canadian provinces and the United Kingdom. In
2004, Calpine delivered approximately 3.5% of all electricity consumed in the
United States. Its customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services, energy
management, and a wide range of power plant engineering, construction and
operations services. Calpine was founded in 1984. It is included in the S&P 500
Index and is publicly traded on the New York Stock Exchange under the symbol
CPN. For more information, visit http://www.calpine.com.
For the company, EBITDA is not a measure of operating results, but rather a
measure of its ability to service debt and to raise additional funds. It should
not be construed as an alternative to either (i) income from operations or (ii)
cash flows from operating activities. It is defined as net income less income
from unconsolidated investments, plus cash received from unconsolidated
investments; plus provision for tax; plus interest expense (including
distributions on trust preferred securities and one-third of operating lease
expense, which is management's estimate of the component of operating lease
expense that constitutes interest expense); plus depreciation, depletion and
amortization. The interest, tax, and depreciation and amortization components of
discontinued operations are added back in calculating EBITDA, as adjusted. The
non-GAAP measure, EBITDA, as adjusted for non-cash and other charges, is
presented as a further refinement of EBITDA, as adjusted, to reflect the
company's ability to service debt with cash.
This news release discusses certain matters that may be considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including statements regarding the intent, belief or current
expectations of Calpine Corporation ("the company") and its management.
Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve a number of risks and
uncertainties that could materially affect actual results such as, but not
limited to, (i) the timing and extent of deregulation of energy markets and the
rules and regulations adopted on a transitional basis with respect thereto; (ii)
the timing and extent of changes in commodity prices for energy, particularly
natural gas and electricity; (iii) commercial operations of new plants that may
be delayed or prevented because of various development and construction risks,
such as a failure to obtain the necessary permits to operate, failure of
third-party contractors to perform their contractual obligations or failure to
obtain financing on acceptable terms; (iv) unscheduled outages of operating
plants; (v) a competitor's development of lower cost generating gas-fired power
plants; (vi) risks associated with marketing and selling power from power plants
in the newly-competitive energy market; (vii) the successful exploitation of an
oil or gas resource that ultimately depends upon the geology of the resource,
the total amount and costs to develop recoverable reserves and operations
factors relating to the extraction of natural gas; (viii) the effects on the
company's business resulting from reduced liquidity in the trading and power
industry; (ix) the company's ability to access the capital markets or obtain
bank financing on attractive terms; (x) the direct or indirect effects on the
company's business of a lowering of its credit rating (or actions it may take in
response to changing credit rating criteria), including, increased collateral
requirements, refusal by the company's current or potential counterparties to
enter into transactions with it and its inability to obtain credit or capital in
desired amounts or on favorable terms; and (xi) other risks identified from
time-to-time in the company's reports and registration statements filed with the
SEC, including the risk factors identified in its Annual Report on Form 10-K for
the year ended Dec. 31, 2004, which can also be found on the company's website
at www.calpine.com. All information set forth in this news release is as of
today's date, and the company undertakes no duty to update this information.