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 21, 2007
Calpine Generating Company, LLC
CalGen Finance Corp.
(Exact name of registrants as specified in their charters)
Delaware
(State or other jurisdiction of incorporation)
Commission File Numbers:
333-117335
333-117335-40
I.R.S. Employer Identification Numbers:
77-0555128
20-1162632
50 West San Fernando Street, San Jose, California 95113
717 Texas Avenue, Houston, Texas 77002
(Addresses of principal executive offices and zip codes)
Registrants’ telephone number, including area code: (408) 995-5115
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
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 2.01 — COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As previously disclosed, Puget Sound Energy, Inc. (“PSE”) was the successful bidder at an auction on February 5, 2007, pursuant to procedures approved by the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in which our Chapter 11 cases are pending. In connection with the auction process, Goldendale Energy Center, LLC (“Goldendale”), an indirect wholly owned subsidiary of Calpine Generating Company, LLC, entered into an amended Membership Interests Purchase Agreement (the “MIPA”) with PSE to sell to PSE substantially all of the assets (the “Acquired Assets”) of the Goldendale Energy Center, an approximately 250-MW natural gas-fired combined-cycle power plant owned by Goldendale and located in Goldendale, Washington for approximately $120 million in cash plus the assumption by PSE of certain liabilities (the “Assumed Liabilities”). The Bankruptcy Court approved the MIPA on February 7, 2007, and on February 21, 2007 (the “Closing Date”), the sale was closed.
The Acquired Assets consist of all real property and entitlements owned by Goldendale and all personal property owned by Goldendale and used exclusively or primarily in connection with the operation of the facility, including spare parts, machinery, furniture and fixtures. Also included are all of Goldendale’s rights under customer and supplier contracts, service agreements, purchase orders, transmission agreements and equipment leases. The Assumed Liabilities include all of Goldendale’s liabilities and obligations under assigned contracts after the Closing Date, all liabilities and obligations for any taxes related to the Acquired Assets after the Closing Date, all environmental liabilities whether arising prior to or after the Closing Date and all liabilities and obligations arising as a result of the operation of the Acquired Assets after the Closing Date. Certain specifically excluded assets and liabilities remain with Goldendale.
At closing and pursuant to the MIPA, Goldendale created a new single member Delaware limited liability company (the “New LLC”) and transferred all of its right, title and interest in, to and under the Acquired Assets to New LLC, and PSE transferred the required proceeds to Goldendale, thereby purchasing 100% of the equity ownership interest in New LLC.
ITEM 2.05 — COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
We estimate that we will incur approximately $1.5 million of various transaction fees including investment banking, legal and tax costs as a result of the sale, and we expect to record a pre-tax gain of approximately $30 million as a result of the sale.
The order of the Bankruptcy Court approving the sale also provides that we will not be required to repay any debt nor incur additional prepayment or redemption penalties related to our debt as a result of the sale of Goldendale assets.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
As disclosed in Item 2.01 of this 8-K, on February 21, 2007, we closed on the sale of substantially all of the assets of Goldendale to PSE. Upon closing of the sale, we no longer hold any interest or ownership in the Acquired Assets nor any operations of Goldendale related to the Acquired Assets. The pro forma financial information below gives effect to the disposition of such assets and operations of Goldendale, which will be accounted for as discontinued operations in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”
1
The unaudited Pro Forma Consolidated Condensed Statements of Operations are presented for the nine months ended September 30, 2006, and the years ended December 31, 2005, 2004 and 2003, and present our operations as if the transaction described above had occurred at January 1, 2003. An unaudited Pro Forma Consolidated Condensed Balance Sheet as of September 30, 2006, is also presented. The unaudited Pro Forma Consolidated Condensed Balance Sheet presents the property sale described above, as if it had occurred at September 30, 2006.
The unaudited Pro Forma Consolidated Condensed Financial Statements should be read in conjunction with our Financial Statements and related Notes included in our Report on Form 10-Q for the three and nine months ended September 30, 2006, and the Report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission.
2
CALPINE GENERATING COMPANY, LLC
(a wholly owned subsidiary of Calpine Corporation)
(Debtor-in-Possession)
PRO FORMA CONSOLIDATING CONDENSED BALANCE SHEET
September 30, 2006
(Unaudited)
(In thousands)
ASSETS |
| Actual |
| Goldendale(1) |
| Pro Forma Adjustments |
| Final Pro Forma |
| ||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 378,394 |
| $ | (3 | ) | $ | 118,202 | (2) (3) | $ | 496,593 |
|
Restricted cash, current |
|
| 57 |
|
| (55 | ) |
| 55 | (2) |
| 57 |
|
Accounts receivable, net of allowance of $5,284 |
|
| 39,349 |
|
| (275 | ) |
| 275 | (2) |
| 39,349 |
|
Accounts receivable – related party, net of allowance of $102,816 |
|
| 27,505 |
|
| 34,661 |
|
| (34,661 | )(2) |
| 27,505 |
|
Notes receivable, current portion |
|
| 402 |
|
| –– |
|
| — |
|
| 402 |
|
Inventories |
|
| 22,547 |
|
| (1,068 | ) |
| –– |
|
| 21,479 |
|
Current derivative assets |
|
| 14,093 |
|
| — |
|
| — |
|
| 14,093 |
|
Deferred tax asset |
|
| 5,560 |
|
| –– |
|
| — |
|
| 5,560 |
|
Prepaid and other current assets |
|
| 25,332 |
|
| (1,344 | ) |
| 1,344 | (2) |
| 25,332 |
|
Total current assets |
|
| 513,239 |
|
| 31,916 |
|
| 85,215 |
|
| 630,370 |
|
Property, plant and equipment, net |
|
| 4,933,533 |
|
| (89,055 | ) |
| –– |
|
| 4,844,478 |
|
Notes receivable, net of current portion |
|
| 18,646 |
|
| –– |
|
| — |
|
| 18,646 |
|
Restricted cash, net of current portion |
|
| 95 |
|
| (95 | ) |
| 95 | (2) |
| 95 |
|
Deferred financing costs, net |
|
| 31,139 |
|
| (1,429 | ) |
| 1,429 | (4) |
| 31,139 |
|
Other assets |
|
| 55,612 |
|
| (90 | ) |
| –– |
|
| 55,522 |
|
Total assets |
| $ | 5,552,264 |
| $ | (58,753 | ) | $ | 86,739 |
| $ | 5,580,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & MEMBER’S EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ | 101,869 |
| $ | (1,713 | ) | $ | 1,713 | (5) | $ | 101,869 |
|
Notes payable, current |
|
| 168 |
|
| –– |
|
| — |
|
| 168 |
|
Priority notes, term loans and other financings, current |
|
| 2,510,827 |
|
| (114,050 | ) |
| 114,050 | (4) |
| 2,510,827 |
|
Accrued interest payable |
|
| 99,448 |
|
| (4,564 | ) |
| 4,564 | (4) |
| 99,448 |
|
Other current liabilities |
|
| 115 |
|
| (14 | ) |
| 14 | (5) |
| 115 |
|
Total current liabilities |
|
| 2,712,427 |
|
| (120,341 | ) |
| 120,341 |
|
| 2,712,427 |
|
Notes payable, net of current portion |
|
| 1,790 |
|
| –– |
|
| — |
|
| 1,790 |
|
Deferred tax liability |
|
| 90,747 |
|
| (5,669 | ) |
| 70,842 | (6) |
| 155,920 |
|
Deferred revenue |
|
| 11,003 |
|
| –– |
|
| — |
|
| 11,003 |
|
Other liabilities |
|
| 26,437 |
|
| –– |
|
| — |
|
| 26,437 |
|
Total liabilities not subject to compromise |
|
| 2,842,404 |
|
| (126,010 | ) |
| 191,183 |
|
| 2,907,577 |
|
Liabilities subject to compromise |
|
| 16,735 |
|
| (615 | ) |
| 615 | (5) |
| 16,735 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
Member’s equity (deficit) |
|
| 2,693,125 |
|
| 67,872 |
|
| (105,059 | )(7) |
| 2,655,938 |
|
Total liabilities and member’s equity |
| $ | 5,552,264 |
| $ | (58,753 | ) | $ | 86,739 |
| $ | 5,580,250 |
|
____________
(1) | Assumes sale of Goldendale by CalGen on September 30, 2006 and includes all historical assets and liabilities of Goldendale. |
3
CALPINE GENERATING COMPANY, LLC
(a wholly owned subsidiary of Calpine Corporation)
(Debtor-in-Possession)
(2) | Cash, receivables and prepayments existing prior to the sale of the Goldendale facility will remain with CalGen in accordance with the MIPA. |
(3) | Reflects receipt of the Goldendale net sale proceeds. |
(4) | Under the agreements governing the Notes and Term Loans, CalGen is obligated to offer to use the net proceeds from the sale of the Goldendale facility to repurchase the Notes and Term Loans. On January 17, 2007, the Bankruptcy Court approved a motion which no longer requires CalGen to use the Goldendale sale proceeds to offer to repurchase the Notes and Term Loans. The CalGen Secured Debt and related interest expense is allocated to all CalGen facilities. The debt, deferred financing costs and accrued interest payable presented represents Goldendale's allocable portion and will not be eliminated as a result of the disposition and CalGen does not expect to repay any portion of the CalGen Secured Debt with proceeds received from the sale. |
(5) | Liabilities existing prior to the sale of the Goldendale facility will remain with CalGen except for environmental liabilities in accordance with the MIPA. |
(6) | Approximately $70.8 million in additional deferred tax liabilities are expected resulting from changes in the valuation allowances related to the sale of the Goldendale assets. The calculation is made on a stand-alone basis for CalGen. |
(7) | The net effect of proceeds received less the assets and liabilities sold and deferred tax liability created as a result of the sale. |
4
CALPINE GENERATING COMPANY, LLC
(a wholly owned subsidiary of Calpine Corporation)
(Debtor-in-Possession)
PRO FORMA CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2006
(Unaudited)
(In thousands)
|
| Actual |
| Goldendale(1) |
| Pro Forma Adjustments |
| Final Pro Forma |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity and steam revenue – related party |
| $ | 1,530,498 |
| $ | (40,219 | ) | $ | –– |
| $ | 1,490,279 |
|
Electricity and steam revenue – third party |
|
| 345,886 |
|
| (142 | ) |
| –– |
|
| 345,744 |
|
Total electricity and steam revenue |
|
| 1,876,384 |
|
| (40,361 | ) |
| –– |
|
| 1,836,023 |
|
Mark-to-market activity, net |
|
| (10,465 | ) |
| — |
|
| –– |
|
| (10,465 | ) |
Other revenue |
|
| 6,301 |
|
| — |
|
| –– |
|
| 6,301 |
|
Total revenue |
|
| 1,872,220 |
|
| (40,361 | ) |
| –– |
|
| 1,831,859 |
|
Cost of revenue: |
|
|
|
|
|
|
|
| –– |
|
|
|
|
Plant operating expense |
|
| 150,460 |
|
| (9,906 | ) |
| –– |
|
| 140,554 |
|
Fuel expense |
|
| 1,356,709 |
|
| (27,364 | ) |
| –– |
|
| 1,329,345 |
|
Purchased power expense |
|
| 12,900 |
|
| — |
|
| –– |
|
| 12,900 |
|
Depreciation and amortization expense |
|
| 121,316 |
|
| (1,779 | ) |
| –– |
|
| 119,537 |
|
Total cost of revenue |
|
| 1,641,385 |
|
| (39,049 | ) |
| –– |
|
| 1,602,336 |
|
Gross profit (loss) |
|
| 230,835 |
|
| (1,312 | ) |
| –– |
|
| 229,523 |
|
Long-term service agreement cancellation charge |
|
| 1,500 |
|
| — |
|
| –– |
|
| 1,500 |
|
Sales, general and administrative expense |
|
| 11,823 |
|
| (44 | ) |
| –– |
|
| 11,779 |
|
Income (loss) from operations |
|
| 217,512 |
|
| (1,268 | ) |
| –– |
|
| 216,244 |
|
Interest expense – third party |
|
| 215,631 |
|
| (9,834 | ) |
| 9,834 | (2) |
| 215,631 |
|
Interest (income) |
|
| (9,021 | ) |
| — |
|
| –– |
|
| (9,021 | ) |
Other expense (income), net |
|
| 47 |
|
| (252 | ) |
| –– |
|
| (205 | ) |
Income from continuing operations before reorganization items and income taxes |
|
| 10,855 |
|
| 8,818 |
|
| (9,834 | ) |
| 9,839 |
|
Reorganization items |
|
| 5,664 |
|
| — |
|
| –– |
|
| 5,664 |
|
Income from continuing operations before income taxes |
|
| 5,191 |
|
| 8,818 |
|
| (9,834 | ) |
| 4,175 |
|
Income taxes |
|
| 17,463 |
|
| (430 | ) |
| 30 | (4) |
| 17,063 |
|
Loss from continuing operations (3) |
| $ | (12,272 | ) | $ | 9,248 |
| $ | (9,864 | ) | $ | (12,888 | ) |
5
CALPINE GENERATING COMPANY, LLC
(a wholly owned subsidiary of Calpine Corporation)
(Debtor-in-Possession)
PRO FORMA CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2005
(Unaudited)
(In thousands)
|
| Actual |
| Goldendale(1) |
| Pro Forma Adjustments |
| Final Pro Forma |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity and steam revenue – related party |
| $ | 2,183,998 |
| $ | (77,128 | ) | $ | –– |
| $ | 2,106,870 |
|
Electricity and steam revenue – third party |
|
| 547,751 |
|
| –– |
|
| –– |
|
| 547,751 |
|
Total electricity and steam revenue |
|
| 2,731,749 |
|
| (77,128 | ) |
| –– |
|
| 2,654,621 |
|
Mark-to-market activity, net |
|
| (11,358 | ) |
| –– |
|
| –– |
|
| (11,358 | ) |
Other revenue |
|
| 4,262 |
|
| –– |
|
| –– |
|
| 4,262 |
|
Total revenue |
|
| 2,724,653 |
|
| (77,128 | ) |
| –– |
|
| 2,647,525 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant operating expense |
|
| 218,918 |
|
| (15,320 | ) |
| –– |
|
| 203,598 |
|
Fuel expense |
|
| 1,991,229 |
|
| (60,379 | ) |
| –– |
|
| 1,930,850 |
|
Purchased power expense |
|
| 9,839 |
|
| –– |
|
| –– |
|
| 9,839 |
|
Depreciation and amortization expense |
|
| 181,657 |
|
| (8,140 | ) |
| –– |
|
| 173,517 |
|
Operating plant and asset impairments |
|
| 1,187,990 |
|
| (226,500 | ) |
| –– |
|
| 961,490 |
|
Provision for doubtful accounts |
|
| 105,877 |
|
| (753 | ) |
| –– |
|
| 105,124 |
|
Total cost of revenue |
|
| 3,695,510 |
|
| (311,092 | ) |
| –– |
|
| 3,384,418 |
|
Gross profit (loss) |
|
| (970,857 | ) |
| 233,964 |
|
| –– |
|
| (736,893 | ) |
Long-term service agreement cancellation charge |
|
| 23,510 |
|
| –– |
|
| –– |
|
| 23,510 |
|
Sales, general and administrative expense |
|
| 16,167 |
|
| (648 | ) |
| –– |
|
| 15,519 |
|
Income (loss) from operations |
|
| (1,010,534 | ) |
| 234,612 |
|
| –– |
|
| (775,922 | ) |
Interest expense – third party |
|
| 240,556 |
|
| (11,065 | ) |
| 11,065 | (2) |
| 240,556 |
|
Interest (income) |
|
| (4,848 | ) |
| –– |
|
| –– |
|
| (4,848 | ) |
Other expense (income), net |
|
| 4,140 |
|
| (339 | ) |
| –– |
|
| 3,801 |
|
Loss from continuing operations before income taxes |
|
| (1,250,382 | ) |
| 246,016 |
|
| (11,065 | ) |
| (1,015,431 | ) |
Income taxes |
|
| 38,386 |
|
| (7,553 | ) |
| 17,016 | (4) |
| 47,849 |
|
Loss from continuing operations (3) |
| $ | (1,288,768 | ) | $ | 253,569 |
| $ | (28,081 | ) | $ | (1,063,280 | ) |
6
CALPINE GENERATING COMPANY, LLC
(a wholly owned subsidiary of Calpine Corporation)
(Debtor-in-Possession)
PRO FORMA CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2004
(Unaudited)
(In thousands)
|
| Actual |
| Goldendale(1) |
| Pro Forma Adjustments |
| Final Pro Forma |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity and steam revenue – related party |
| $ | 1,258,101 |
| $ | (14,976 | ) | $ | — |
| $ | 1,243,125 |
|
Electricity and steam revenue – third party |
|
| 456,013 |
|
| — |
|
| — |
|
| 456,013 |
|
Total electricity and steam revenue |
|
| 1,714,114 |
|
| (14,976) |
|
| — |
|
| 1,699,138 |
|
Mark-to-market activity, net |
|
| (9,084 | ) |
| — |
|
| — |
|
| (9,084 | ) |
Other revenue |
|
| 3,307 |
|
| — |
|
| — |
|
| 3,307 |
|
Total revenue |
|
| 1,708,337 |
|
| (14,976 | ) |
| — |
|
| 1,693,361 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant operating expense |
|
| 173,263 |
|
| (3,225 | ) |
| — |
|
| 170,038 |
|
Fuel expense |
|
| 1,181,959 |
|
| (11,093 | ) |
| — |
|
| 1,170,866 |
|
Purchased power expense |
|
| 3,308 |
|
| — |
|
| — |
|
| 3,308 |
|
Depreciation and amortization expense |
|
| 151,720 |
|
| (2,818 | ) |
| — |
|
| 148,902 |
|
Provision for doubtful accounts |
|
| 5,355 |
|
| — |
|
| — |
|
| 5,355 |
|
Total cost of revenue |
|
| 1,515,605 |
|
| (17,136 | ) |
| — |
|
| 1,498,469 |
|
Gross profit (loss) |
|
| 192,732 |
|
| 2,160 |
|
| — |
|
| 194,892 |
|
Long-term service agreement cancellation charge |
|
| 3,754 |
|
| — |
|
| — |
|
| 3,754 |
|
Sales, general and administrative expense |
|
| 11,540 |
|
| (1,352 | ) |
| — |
|
| 10,188 |
|
Income (loss) from operations |
|
| 177,438 |
|
| 3,512 |
|
| — |
|
| 180,950 |
|
Interest expense – Related party |
|
| 72,173 |
|
| (147 | ) |
| –– |
|
| 72,026 |
|
Interest expense – third party |
|
| 160,823 |
|
| (2,777 | ) |
| 2,777 | (2) |
| 160,823 |
|
Interest (income) |
|
| (2,536 | ) |
| — |
|
| — |
|
| (2,536 | ) |
Other expense (income), net |
|
| 887 |
|
| (74 | ) |
| — |
|
| 813 |
|
Loss from continuing operations before income taxes |
|
| (53,909 | ) |
| 6,510 |
|
| (2,777 | ) |
| (50,176 | ) |
Income taxes |
|
| (19,164 | ) |
| 2,314 |
|
| (987 | )(4) |
| (17,837 | ) |
Loss from continuing operations (3) |
| $ | (34,745 | ) | $ | 4,196 |
| $ | (1,790 | ) | $ | (32,339 | ) |
7
CALPINE GENERATING COMPANY, LLC
(a wholly owned subsidiary of Calpine Corporation)
(Debtor-in-Possession)
PRO FORMA CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2003
(Unaudited)
(In thousands)
|
| Actual |
| Goldendale(1) |
| Pro Forma Adjustments |
| Final Pro Forma |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity and steam revenue – related party |
| $ | 779,162 |
| $ | — |
| $ | — |
| $ | 779,162 |
|
Electricity and steam revenue – third party |
|
| 376,917 |
|
| (3 | ) |
| — |
|
| 376,914 |
|
Total electricity and steam revenue |
|
| 1,156,079 |
|
| (3 | ) |
| — |
|
| 1,156,076 |
|
Other revenue |
|
| 3,297 |
|
| — |
|
| — |
|
| 3,297 |
|
Total revenue |
|
| 1,159,376 |
|
| (3 | ) |
| — |
|
| 1,159,373 |
|
Cost of revenue: |
|
|
|
|
| — |
|
| — |
|
|
|
|
Plant operating expense |
|
| 129,705 |
|
| — |
|
| — |
|
| 129,705 |
|
Fuel expense |
|
| 770,208 |
|
| — |
|
| — |
|
| 770,208 |
|
Purchased power expense |
|
| 12,395 |
|
| — |
|
| — |
|
| 12,395 |
|
Depreciation and amortization expense |
|
| 121,008 |
|
| — |
|
| — |
|
| 121,008 |
|
Provision for doubtful accounts |
|
| 1,931 |
|
| — |
|
| — |
|
| 1,931 |
|
Total cost of revenue |
|
| 1,035,247 |
|
| — |
|
| — |
|
| 1,035,247 |
|
Gross profit (loss) |
|
| 124,129 |
|
| (3 | ) |
| — |
|
| 124,126 |
|
Sales, general and administrative expense |
|
| 5,638 |
|
| — |
|
| — |
|
| 5,638 |
|
Other operating expenses |
|
| 173 |
|
| (113 | ) |
| — |
|
| 60 |
|
Income from operations |
|
| 118,318 |
|
| 110 |
|
| — |
|
| 118,428 |
|
Interest expense (income) – related party |
|
| 255,687 |
|
| (651 | ) |
| — |
|
| 255,036 |
|
Interest expense (income)– third party |
|
| 57,004 |
|
| (367 | ) |
| 367 | (2) |
| 57,004 |
|
Interest (income) |
|
| (2,061 | ) |
| — |
|
| — |
|
| (2,061 | ) |
Other expense (income), net |
|
| 203 |
|
| (21 | ) |
| — |
|
| 182 |
|
Loss from continuing operations before income taxes |
|
| (192,515 | ) |
| 1,149 |
|
| (367 | ) |
| (191,733 | ) |
Income taxes |
|
| (68,576 | ) |
| — |
|
| 279 | (4) |
| (68,297 | ) |
Loss from continuing operations (3) |
| $ | (123,939 | ) | $ | 1,149 |
| $ | (646 | ) | $ | (123,436 | ) |
____________
(1) | Assumes sale of Goldendale by CalGen on January 1, 2003. |
(2) | Under the agreements governing the Notes and Term Loans, CalGen is obligated to offer to use the net proceeds from the sale of the Goldendale facility to repurchase the Notes and Term Loans. On January 17, 2007, the Bankruptcy Court approved a motion which no longer requires CalGen to use the Goldendale sale proceeds to offer to repurchase the Notes and Term Loans. The CalGen Secured Debt and related interest expense is allocated to all CalGen facilities. The interest expense presented represents Goldendale's allocable portion and will not be eliminated as a result of the disposition as CalGen does not expect to repay any portion of the CalGen Secured Debt with proceeds received from the sale. |
(3) | Represents net loss from continuing operations after taxes and before discontinued operations and cumulative effect of a change in accounting principle. |
(4) | Income taxes on pro forma adjustments as calculated to present CalGen income taxes on a stand-alone basis excluding the operations of Goldendale. |
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CALPINE GENERATING COMPANY, LLC | |
| CALGEN FINANCE CORP. | |
|
|
|
|
|
|
| By: | /s/ Charles B. Clark, Jr. |
|
| Charles B. Clark, Jr. |
|
| Chief Financial Officer and Treasurer |
|
|
|
Date: February 27, 2007 |
|
|
9
