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) May 7, 2003
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Mirant Corporation
(Exact name of registrant as specified in its charter)
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Delaware 001-16107 58-2056305
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
1155 Perimeter Center West Suite 100, Atlanta, Georgia 30338
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (678) 579-5000
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N/A
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(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits.
Exhibit Number Description
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99.1 News release dated May 7, 2003.
99.2 Slide presentation dated May 7, 2003.
99.3 Transcript from conference call on May 7, 2003.
Item 9. Regulation FD Disclosure.
On May 7, 2003, Mirant Corporation (the "Company") issued a news release and
hosted a conference call reporting on the financial results of the Company for
the year ended December 31, 2002, providing a business update and providing an
operational outlook for the Company. The Company has attached its news release,
slide presentation and conference call transcript as Exhibits 99.1, 99.2 and
99.3, respectively.
Item 12. Results of Operations and Financial Condition.
The information under this caption is furnished by the Company under Item 9 in
place of Item 12 of Form 8-K in accordance with interim guidance provided by the
Securities and Exchange Commission in Release No. 33-8216 issued March 27, 2003.
The attached news release, slide presentation and conference call transcript
reported on the financial results of the Company for the period ended December
31, 2002, provide a business update and provide an operational outlook for the
Company.
In the attached exhibits, we have used the non-GAAP financial measures "Adjusted
Earnings" and "Adjusted Earnings per Diluted Share" to describe net income and
earnings per share for 2002 adjusted by various items described in the slide
presentation on page 8 as being unusual either in their nature or timing. Those
adjustments are included in the slide presentation. Additionally, to estimate
the effective income taxes associated with the adjusted earnings as computed,
the company has applied an assumed 38% tax rate.
The company believes these measures are important to investors because they
provide additional information, which can be used as a basis for comparison of
the company's financial performance from operations.
In the slide presentation, on pages 15 and 16 (and elsewhere in the exhibits),
we use the non-GAAP financial terms, "EBITDA" and "Adjusted EBITDA" to assist in
assessing the operating results and effectiveness of our company.
We define "EBITDA" as Operating Income(Loss) plus Depreciation and Amortization.
We believe "EBITDA" is a useful measure for investors because it provides
information that can be used to evaluate the effectiveness of our business and
investments from an operational perspective, exclusive of the costs to finance
those activities and exclusive of income taxes, neither of which are directly
relevant to the efficiency of those operations.
We define "Adjusted EBITDA" as EBITDA adjusted for various items that management
believes are unusual due to their nature or timing. Those adjustments include
Impairment and Restructuring charges, Goodwill Impairment, Gains on Sales of
Assets, Net, Equity in Income of Affiliates, certain Non-Cash Amortizations
related to various energy contracts more fully described in the Company's Form
10-K filed on April 30, 2003 (the "Form 10-k") and notes to the slide
presentation, and cash payments made to PEPCO pursuant to our obligations to
them, also fully described in the Company's Form 10-K.
We believe that "Adjusted EBITDA" is an important measure to investors because
it provides an additional basis for comparing the operational effectiveness of
our businesses and investments over time.
Elsewhere in the slide presentation and the attached exhibits, the following
non-GAAP financial terms are used and descriptions of those terms as they are
derived from GAAP financial statements we included as notes to the slide
presentation where applicable:
On pages 17, 27, and 29 of the slide presentation (and elsewhere in the attached
exhibits), we use the term "Discretionary Capital Expenditures" to describe
those capital expenditures not required as on-going maintenance of facilities,
compliance with environmental requirements, or new plant construction.
We believe that this measure provides additional useful information to investors
by describing those expenditures, which might be able to be avoided, or deferred
should the company's management deem it appropriate.
On page 15 of the slide presentation (and elsewhere in the attached exhibits),
we use the term "Gross Margins", which is reconciled in the notes on that page
as Total Operating Revenue minus Cost of fuel, electricity, and other products.
On page 19 of the slide presentation (and elsewhere in the attached exhibits),
we use the term "North American Gross Margin", which is a forecast amount which
would be derived from the North American segment information consistent with the
description on page 15 of the slide presentation. For projected amounts, both on
pages 15 and 19 of the slide presentation, the quantitative reconciliation of
gross margins as shown cannot be obtained without unreasonable effort.
On page 19 of the slide presentation (and elsewhere in the attached exhibits),
we use the term "Discretionary Trading Around Assets" to describe activities
engaged in by our energy marketing group, which do not directly relate to the
hedging of our generation assets. The gross margins associated with these
discretionary activities would be included as a part of "Net Trading Revenues"
on the Income Statement.
We also have presented the gross margins projected to be associated with those
activities both in dollar amounts and as a financial ratio, which is equal to
the dollar amount of gross margins projected to be associated with those
activities divided by total projected gross margins from the North American
business segment.
We believe that these measures are important to investors because the margins
associated with these activities may be presumed by investors to be of a higher
risk, more speculative, or less predictable in nature.
All of the information furnished in Items 7, 9 and 12 of this Report, including
the accompanying exhibits, shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended, and shall not
be incorporated by reference in any filing under the Securities Act of 1933, as
amended.
SIGNATURE
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 thereunto duly authorized.
Date: May 12, 2003 MIRANT CORPORATION
By /s/ Harvey A. Wagner
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Harvey A. Wagner
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Exhibit Index
99.1 News release dated May 7, 2003.
99.2 Slide presentation dated May 7, 2003.
99.3 Transcript from conference call on May 7, 2003.