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): December 14, 2006
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
Commission File Number: 1-12079
I.R.S. Employer Identification Number: 77-0212977
50 West San Fernando Street
San Jose, California 95113
Telephone: (408) 995-5115
(Address of principal executive offices and telephone number)
Not applicable
(Former name or former address if changed since last report)
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:
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))
Index Definitions
ITEM 7.01 — REGULATION FD DISCLOSURE
On December 14, 2006, Calpine Corporation (“Calpine” or the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed their unaudited consolidated Monthly Operating Statement for the month ended October 31, 2006 (the “Monthly Operating Statement”), with the United States Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”) in the matter of In re Calpine Corporation, et al., Case No. 05-60200 (BRL). Exhibit 99.1 to this Current Report on Form 8-K contains the unaudited consolidated Monthly Operating Statement as filed with the U.S. Bankruptcy Court.
The Monthly Operating Statement is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Bankruptcy Court. Certain of the Company’s Canadian subsidiaries were granted relief by the Court of Queen’s Bench of Alberta, Judicial District of Calgary (the “Canadian Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”). As a result, certain of the Company’s Canadian and other foreign subsidiaries were deconsolidated as of December 20, 2005. Financial information regarding such deconsolidated subsidiaries is not part of the consolidated group included in the Monthly Operating Statement. The financial information in the Monthly Operating Statement is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. The Company cautions readers not to place undue reliance upon the Monthly Operating Statement. There can be no assurance that such information is complete and the Monthly Operating Statement may be subject to revision. The Monthly Operating Statement is in a format required by the United States Bankruptcy Code (the “Bankruptcy Code”) and should not be used for investment purposes. The Monthly Operating Statement should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006, and September 30, 2006.
These unaudited financial statements have been derived from the books and records of the Company. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP and, upon the application of such procedures, the Company believes that the financial information could be subject to changes, and these changes could be material. The information furnished in the Monthly Operating Statement includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for quarterly financial statements in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
Access to documents filed with the U.S. Bankruptcy Court and other general information about the Chapter 11 cases is available at www.kccllc.net/calpine. Certain information regarding the Canadian proceedings under the CCAA, including the reports of the monitor appointed by the Canadian Court, is available at the monitor’s website at www.ey.com/ca/calpinecanada. The content of the foregoing websites is not a part of this Report.
Limitation on Incorporation by Reference
The Monthly Operating Statement is being furnished for informational purposes only and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Registration statements or other documents filed with the SEC shall not incorporate the Monthly Operating Statement or any other information set forth in this Report by reference, except as otherwise expressly stated in such filing. This Report will not be deemed an admission as to the materiality of any information that is required to be disclosed solely by Regulation FD.
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Index Definitions
Forward-Looking Statements
In addition to historical information, this Report contains 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. The Company uses words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will” and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning the Company’s expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risks and uncertainties associated with the Chapter 11 cases and CCAA proceedings, including impact on operations; (ii) the Company’s ability to attract, retain and motivate key employees and successfully implement new strategies; (iii) the Company’s ability to successfully reorganize and emerge from Chapter 11; (iv) the Company’s ability to attract and retain customers and counterparties; (v) the Company’s ability to implement its business plan; (vi) financial results that may be volatile and may not reflect historical trends; (vii) the Company’s ability to manage liquidity needs and comply with financing obligations; (viii) the direct or indirect effects on the Company’s business of its impaired credit including increased cash collateral requirements; (ix) the expiration or termination of the Company’s PPAs and the related results on revenues; (x) potential volatility in earnings and requirements for cash collateral associated with the use of commodity contracts; (xi) price and supply of natural gas; (xii) risks associated with power project development, acquisition and construction activities; (xiii) risks associated with the operation of power plants, including unscheduled outages of operating plants; (xiv) factors that impact the output of the Company’s geothermal resources and generation facilities, including unusual or unexpected steam field well and pipeline maintenance and variables associated with the waste water injection projects that supply added water to the steam reservoir; (xv) quarterly and seasonal fluctuations of the Company’s results; (xvi) competition; (xvii) risks associated with marketing and selling power from plants in the evolving energy markets; (xviii) present and possible future claims, litigation and enforcement actions; (xix) effects of the application of laws or regulations, including changes in laws or regulations or the interpretation thereof; and (xx) other risks identified in this report and in the Company’s annual and quarterly reports on Forms 10-K and 10-Q. You should also carefully review other reports that the Company files with the SEC. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.
ITEM 9.01 — FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
99.1 Calpine Corporation’s Unaudited Monthly Operating Statement for the month ended October 31, 2006.
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Index Definitions
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, Chief Accounting Officer |
| | |
Date: December 14, 2006 | | |
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Index Definitions
EXHIBIT INDEX
Exhibit Number | | Description |
99.1 | | Calpine Corporation’s Unaudited Monthly Operating Statement for the month
ended October 31, 2006. |
4
Index Definitions
EXHIBIT 99.1
UNITED STATES BANKRUPTCY COURT | | |
SOUTHERN DISTRICT OF NEW YORK | | |
| x | |
In re: | : | Chapter 11 |
| : | |
CALPINE CORPORATION, et al., | : | Case No. 05-60200 BRL |
| : | |
Debtors. | : | (Jointly Administered) |
| : | |
| x | |
MONTHLY OPERATING STATEMENT FOR THE PERIOD
FROM OCTOBER 1, 2006, TO OCTOBER 31, 2006
DEBTORS’ ADDRESS: | 50 West San Fernando Street, San Jose, California 95113 | | |
| | | |
| MONTHLY DISBURSEMENTS MADE BY CALPINE
CORPORATION, ET AL. AND ITS U.S. DEBTOR SUBSIDIARIES (IN THOUSANDS): | $ | 386,479 |
| | | |
DEBTORS’ ATTORNEYS: | Kirkland & Ellis LLP | | |
| Richard M. Cieri (RC 6062) | | |
| Marc Kieselstein (admitted pro hac vice) | | |
| David R. Seligman (admitted pro hac vice) | | |
| Edward O. Sassower (ES 5823) | | |
| Citigroup Center | | |
| 153 East 53rd Street | | |
| New York, NY 10022-4611 | | |
| | | |
| MONTHLY OPERATING INCOME (LOSS) (IN THOUSANDS): | $ | 14,225 |
| | | |
REPORT PREPARER: | CALPINE CORPORATION, et al. | | |
The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.
| /s/ CHARLES B. CLARK, JR. |
| Charles B. Clark, Jr. |
| Senior Vice President, Chief Accounting Officer |
DATE: December 14, 2006 | Calpine Corporation |
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Index
DEFINITIONS
As used in this Monthly Operating Statement, the following abbreviations contained herein have the meanings set forth below. Additionally, the terms “the Company,” “Calpine,” “we,” “us” and “our” refer to Calpine Corporation and its consolidated subsidiaries, unless the context clearly indicates otherwise. For clarification, such terms will not include the Canadian and other foreign subsidiaries that were deconsolidated as a result of the filings by the Canadian Debtors under the CCAA in the Canadian Court effective December 31, 2005. The term “Calpine Corporation” shall refer only to Calpine Corporation and not to any of its subsidiaries. Unless and as otherwise stated, any references in this Monthly Operating Statement to any agreement means such agreement and all schedules, exhibits and attachments thereto in each case as amended, restated, supplemented or otherwise modified to the date of this Monthly Operating Statement.
Abbreviation | | Definition |
| | |
2005 Form 10-K | | Calpine Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006 |
| | |
2006 First Quarter Form 10-Q | | Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on July 3, 2006 |
| | |
2006 Second Quarter Form 10-Q | | Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 14, 2006 |
| | |
2006 Third Quarter Form 10-Q | | Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006 |
| | |
2006 Forms 10-Q | | 2006 First Quarter Form 10-Q, 2006 Second Quarter Form 10-Q, and 2006 Third Quarter Form 10-Q |
| | |
APB | | Accounting Principles Board |
| | |
ASC | | Aircraft Services Corporation |
| | |
Bankruptcy Code | | United States Bankruptcy Code |
| | |
CalGen | | Calpine Generating Company, LLC |
| | |
Calpine Debtor(s) | | The U.S. Debtors and the Canadian Debtors |
| | |
Canadian Court | | The Court of Queen’s Bench of Alberta, Judicial District of Calgary |
| | |
Canadian Debtor(s) | | The subsidiaries and affiliates of Calpine Corporation that have been granted creditor protection under the CCAA in the Canadian Court |
| | |
Cash Collateral Order | | Second Amended Final Order of the U.S. Bankruptcy Court Authorizing Use of Cash Collateral and Granting Adequate Protection, dated February 24, 2006, as modified by orders entered by the U.S. Bankruptcy Court on June 21, 2006, July 12, 2006, October 25, 2006, and November 15, 2006 |
| | |
CCAA | | Companies’ Creditors Arrangement Act (Canada) |
| | |
CCFC | | Calpine Construction Finance Company, L.P. |
| | |
CCFCP | | CCFC Preferred Holdings, LLC |
| | |
CES | | Calpine Energy Services, L.P. |
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Index
Abbreviation | | Definition |
| | |
Chapter 11 | | Chapter 11 of the Bankruptcy Code |
| | |
DIP Facility | | The Revolving Credit, Term Loan and Guarantee Agreement, dated as of December 22, 2005, as amended on January 26, 2006, and as amended and restated by that certain Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, the Guarantors party thereto, the Lenders from time to time party thereto, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as joint syndication agents, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, General Electric Capital Corporation, as Sub-Agent for the Revolving Lenders, Credit Suisse, as administrative agent for the Second Priority Term Lenders, Landesbank Hessen Thuringen Girozentrale, New York Branch, General Electric Capital Corporation and HSH Nordbank AG, New York Branch, as joint documentation agents for the First Priority Lenders and Bayerische Landesbank, General Electric Capital Corporation and Union Bank of California, N.A., as joint documentation agents for the Second Priority Lenders |
| | |
EITF | | Emerging Issues Task Force |
| | |
Exchange Act | | United States Securities Exchange Act of 1934, as amended |
| | |
FASB | | Financial Accounting Standards Board |
| | |
FERC | | Federal Energy Regulatory Commission |
| | |
FIN | | FASB Interpretation Number |
| | |
First Priority Notes | | Calpine Corporation’s 95/8% First Priority Senior Secured Notes Due 2014 |
| | |
GAAP | | Generally accepted accounting principles in the United States |
| | |
Geysers Assets | | 19 geothermal power plant assets located in northern California |
| | |
LSTC | | Liabilities subject to compromise |
| | |
Mitsui | | Mitsui & Co., Ltd. |
| | |
Non-U.S. Debtor(s) | | The consolidated subsidiaries and affiliates of Calpine Corporation that are not U.S. Debtor(s) |
| | |
Petition Date | | December 20, 2005 |
| | |
PG&E | | Pacific Gas & Electric Company |
| | |
PPA(s) | | Power purchase agreement(s) |
| | |
SDG&E | | San Diego Gas & Electric Company |
| | |
SEC | | United States Securities and Exchange Commission |
| | |
Second Priority Debt | | Calpine Corporation’s Second Priority Senior Secured Floating Rate Notes due 2007, 81/2% Second Priority Senior Secured Notes Due 2010, 83/4% Second Priority Senior Secured Notes Due 2013, 97/8% Second Priority Senior Secured Notes Due 2011, and Senior Secured Term Loans Due 2007 |
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Index
Abbreviation | | Definition |
| | |
Securities Act | | United States Securities Act of 1933, as amended |
| | |
SFAS | | Statement of Financial Accounting Standards |
| | |
SOP | | Statement of Position |
| | |
ULC I | | Calpine Canada Energy Finance ULC |
| | |
ULC II | | Calpine Canada Energy Finance II ULC |
| | |
U.S. | | United States of America |
| | |
U.S. Bankruptcy Court | | United States Bankruptcy Court for the Southern District of New York |
| | |
U.S. Debtor(s) | | Calpine Corporation and each of its subsidiaries and affiliates that have filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court, which matters are being jointly administered in the U.S. Bankruptcy Court under the caption In re Calpine Corporation, et al., Case No. 05-60200 (BRL) |
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Definitions
CALPINE CORPORATION
(Debtor-in-Possession)
Index to Consolidated Condensed Financial Statements and Schedules
| | Page |
Financial Statements as of and for the Month Ended October 31, 2006: | |
Consolidated Condensed Statement of Operations | 10 |
Consolidated Condensed Balance Sheet | 11 |
Notes to Unaudited Consolidated Condensed Financial Statements | |
| 1. | Chapter 11 Cases and CCAA Proceedings | 13 |
| 2. | Basis of Presentation | 15 |
| 3. | Summary of Significant Accounting Policies | 16 |
| 4. | Recent Accounting Pronouncements | 16 |
| 5. | Cash and Cash Equivalents, Restricted Cash and Margin Deposits | 18 |
| 6. | Rejected Contracts and Related Matters | 19 |
| 7. | Liabilities Subject to Compromise | 19 |
| 8. | DIP Facility | 19 |
| 9. | Reorganization Items | 20 |
Schedules: | | |
Schedule I | Schedule of Consolidating Condensed Balance Sheet as of October 31, 2006 | 21 |
Schedule II | Schedule of Consolidating Condensed Statement of Operations for the Month
Ended October 31, 2006 |
23
|
Schedule III | Schedule of Payroll and Payroll Taxes | 25 |
Schedule IV | Schedule of Federal, State and Local Taxes Collected, Received, Due or Withheld | 26 |
Schedule V | Schedule of Total Disbursements by Debtor | 27 |
Schedule VI | Insurance Statement | 34 |
| | | | |
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Index Definitions
CALPINE CORPORATION
(Debtor-in-Possession)
CASE NO. 05-60200 (Jointly Administered)
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(in thousands)
For the period from October 1, 2006, through October 31, 2006
Revenue: | | | | |
Electricity and steam revenue | | $ | 408,405 | |
Sales of purchased power and gas for hedging and optimization | | | 147,134 | |
Mark-to-market activities, net | | | 8,385 | |
Other revenue | | | 4,466 | |
Total revenue | | | 568,390 | |
Cost of revenue: | | | | |
Plant operating expense | | | 96,195 | |
Royalty expense | | | 2,124 | |
Transmission purchase expense | | | 7,083 | |
Purchased power and gas expense for hedging and optimization | | | 141,053 | |
Fuel expense | | | 246,914 | |
Depreciation and amortization expense | | | 39,634 | |
Operating plant impairments | | | (10 | ) |
Operating lease expense | | | 4,218 | |
Other cost of revenue | | | 15,851 | |
Total cost of revenue | | | 553,062 | |
Gross profit | | | 15,328 | |
Equipment, development project and other impairments | | | (1,154 | ) |
Long-term service agreement cancellation charge | | | 1,500 | |
Project development expense | | | 2,986 | |
Research and development expense | | | 325 | |
Sales, general and administrative expense | | | 11,572 | |
Income from operations | | | 99 | |
Interest expense | | | 74,804 | |
Interest (income) | | | (7,597 | ) |
Minority interest expense | | | (2,480 | ) |
Other (income) expense, net | | | 1,798 | |
Income (loss) before reorganization items and provision for income taxes | | | (66,426 | ) |
Reorganization items | | | (89,576 | ) |
Income (loss) before provision for income taxes | | | 23,150 | |
Provision (benefit) for income taxes | | | 8,925 | |
Net income (loss) | | $ | 14,225 | |
The accompanying notes are an integral part of these
Consolidated Condensed Financial Statements.
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Index Definitions
CALPINE CORPORATION
(Debtor-in-Possession)
CASE NO. 05-60200 (Jointly Administered)
CONSOLIDATED CONDENSED BALANCE SHEET
(Unaudited)
(in thousands)
October 31, 2006
ASSETS | | | | |
| | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 1,032,826 | |
Accounts receivable, net | | | 833,153 | |
Margin deposits and other prepaid expense | | | 362,374 | |
Inventories | | | 196,144 | |
Restricted cash | | | 397,269 | |
Current derivative assets | | | 209,232 | |
Other current assets | | | 86,234 | |
Total current assets | | | 3,117,232 | |
Restricted cash, net of current portion | | | 192,622 | |
Notes receivable, net of current portion | | | 146,887 | |
Project development costs | | | 26,309 | |
Investments | | | 104,311 | |
Deferred financing costs | | | 145,092 | |
Prepaid lease, net of current portion | | | 196,901 | |
Property, plant and equipment, net | | | 13,857,208 | |
Goodwill | | | 45,160 | |
Other intangible assets, net | | | 51,002 | |
Long-term derivative assets | | | 384,857 | |
Assets of discontinued operations, net of current portion | | | 39,542 | |
Other assets | | | 558,989 | |
Total assets | | $ | 18,866,112 | |
The accompanying notes are an integral part of these
Consolidated Condensed Financial Statements.
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Index Definitions
CONSOLIDATED CONDENSED BALANCE SHEET — (Continued)
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | |
| | | | |
Current liabilities: | | | | |
Accounts payable | | $ | 506,227 | |
Accrued payroll and related expense | | | 42,014 | |
Accrued interest payable | | | 102,843 | |
Income taxes payable | | | 99,073 | |
Notes payable and other borrowings, current portion | | | 143,858 | |
Preferred interests, current portion | | | 8,722 | |
Capital lease obligations, current portion | | | 282,947 | |
CCFC financing, current portion | | | 3,208 | |
CalGen financing, current portion | | | 2,510,982 | |
Construction/project financing, current portion | | | 557,400 | |
DIP Facility, current portion | | | 3,500 | |
Current derivative liabilities | | | 276,887 | |
Other current liabilities | | | 356,870 | |
Total current liabilities | | | 4,894,531 | |
Notes payable and other borrowings, net of current portion | | | 420,350 | |
Preferred interests, net of current portion | | | 574,893 | |
Capital lease obligations, net of current portion | | | 180 | |
CCFC financing, net of current portion | | | 778,798 | |
Construction/project financing, net of current portion | | | 1,482,320 | |
DIP Facility, net of current portion | | | 993,875 | |
Deferred income taxes, net of current portion | | | 418,844 | |
Deferred revenue | | | 108,772 | |
Long-term derivative liabilities | | | 526,291 | |
Other liabilities | | | 158,028 | |
Total liabilities not subject to compromise | | | 10,356,882 | |
Liabilities subject to compromise | | | 15,033,057 | |
Commitments and contingencies | | | | |
Minority interests | | | 268,233 | |
Stockholders’ equity (deficit): | | | | |
Common stock | | | 539 | |
Additional paid-in capital | | | 3,270,857 | |
Additional paid-in capital, loaned shares | | | 171,100 | |
Additional paid-in capital, returnable shares | | | (171,100 | ) |
Accumulated deficit | | | (10,004,475 | ) |
Accumulated other comprehensive loss | | | (58,981 | ) |
Total stockholders’ deficit | | | (6,792,060 | ) |
Total liabilities and stockholders’ deficit | | $ | 18,866,112 | |
The accompanying notes are an integral part of these
Consolidated Condensed Financial Statements.
12
Index Definitions
CALPINE CORPORATION
(Debtor-in-Possession)
CASE NO. 05-60200 (Jointly Administered)
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
For the period from October 1, 2006, to October 31, 2006
1. Chapter 11 Cases and CCAA Proceedings
Since the Petition Date, Calpine Corporation and 273 of its wholly owned subsidiaries in the U.S. have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court. Similarly, since the Petition Date, 12 of Calpine’s Canadian subsidiaries have filed for creditor protection under the CCAA in the Canadian Court. Certain other subsidiaries could file under Chapter 11 in the U.S. or for creditor protection under the CCAA in Canada in the future. The Chapter 11 cases are being jointly administered for procedural purposes only by the U.S. Bankruptcy Court under the case captioned In re Calpine Corporation et al., Case No. 05-60200 (BRL). See Note 2 “Chapter 11 Cases and CCAA Proceedings” in our 2006 Third Quarter Form 10-Q for a summary of our Chapter 11 cases and CCAA proceedings. Described below are the most significant events that were pending or occurred in the Chapter 11 cases during or after the month ended October 31, 2006.
On October 1, 2006, we closed on the sale of the Dighton Power Plant, a 170-MW natural gas-fired facility located in Dighton, Massachusetts to BG North America, LLC, for approximately $90 million after completing an auction process in the U.S. Bankruptcy Court.
On October 2, 2006, we closed on the sale of partial ownership interest in Russell City Energy Company, LLC, a proposed 600-MW natural gas-fired facility to be built in Hayward, California, to ASC, an affiliate of General Electric Capital Corporation, after completing an auction process in the U.S. Bankruptcy Court. As part of the transaction, we received approval from the U.S. Bankruptcy Court to transfer the Russell City project assets, which the parties have agreed are valued at approximately $81 million, to a newly formed entity in which we have a 65% ownership interest and ASC has a 35% ownership interest. In exchange for its 35% ownership interest, ASC has agreed to provide approximately $44 million of capital funding and to post an approximately $37 million letter of credit as required under a PPA with PG&E related to the Russell City project. We have the right to reacquire ASC’s 35% interest during the period beginning on the second anniversary and ending on the fifth anniversary of commercial operations of the facility. Exercise of the buyout right requires 180 days prior written notice to ASC and payment of an amount necessary to yield a stipulated pre-tax internal rate of return to ASC, calculated using assumptions specified in the transaction agreements.
On October 11, 2006, we closed the sale of our leasehold interest in the Fox Energy Center, a 560-MW natural gas-fired facility located in Kaukauna, Wisconsin, for $16.3 million and the extinguishment of financing obligations of $352.3 million, plus accrued interest.
On October 12, 2006, the U.S. Bankruptcy Court approved an auction process in which qualifying bidders can make competing offers on our wholly owned subsidiary, MEP Pleasant Hill, LLC, which had entered into an asset purchase agreement with Aquila, Inc. to sell substantially all of the assets related to the Aries Project, a 590-MW natural gas-fired facility in Pleasant Hill, Missouri, for approximately $159 million. On December 6, 2006, following an auction process in which qualified bidders could make competing offers, the U.S. Bankruptcy Court approved the sale of the Aries project assets to Kelson Holdings, LLC for $233.6 million plus certain per diem expenses of the Company for running the facility after December 21, 2006, through the closing of the sale. Closing of the transaction is subject to certain additional conditions including receipt of any required regulatory approvals.
We have identified for potential sale 15 turbines, comprising 14 combustion turbines and one steam turbine. The generating capacities of the turbines range from approximately 45 MW to approximately 180 MW. The U.S. Bankruptcy Court approved our sale of one of the combustion turbines for $16.0 million on October 12, 2006, and on November 1, 2006, approved the sale of four additional combustion turbines for $48.0 million after we had completed an auction process in the
13
Index Definitions
U.S. Bankruptcy Court. Additionally, on November 16, 2006, we sold five combustion turbines and one partial combustion turbine unit and additional miscellaneous other assets for a total of approximately $47.7 million pursuant to U.S. Bankruptcy Court approved auction procedures.
On October 25, 2006, the U.S. Bankruptcy Court authorized CES to assume a PPA with CCFC and enter into a settlement agreement with CCFC. The settlement agreement, which provided for CES to assume the PPA (allowing CES to reduce potential cure and administrative expense claims against its estate in the amount of approximately $250 million), also allows CCFC and CCFCP to secure a substantial majority of the cash flow from CCFC necessary to service their debt and redeemable preferred shares, respectively, and allows Calpine Corporation to maintain control of and preserve its equity value in CCFC and its subsidiaries.
RockGen Energy LLC leases a 460-MW natural gas-fired facility located in Christiana, Wisconsin. On November 2, 2006, we entered into a Forbearance Agreement with the RockGen owner lessors and owner participants, as well as the trustees and other parties to the RockGen sale/leaseback financing and, due to the highly confidential and proprietary information set forth in the Forbearance Agreement, sought and obtained the approval of the U.S. Bankruptcy Court to file the motion to approve the Forbearance Agreement under seal. Following entry of the order approving the request to file under seal, on November 2, 2006, we filed under seal the motion to approve the Forbearance Agreement with the U.S. Bankruptcy Court, which motion was approved by the U.S. Bankruptcy Court on November 15, 2006. We believe that the Forbearance Agreement will provide a consensual mechanism to maximize the value of the RockGen facility and to minimize claims in the Chapter 11 cases.
On November 3, 2006, we entered into an asset purchase agreement with Puget Sound Energy to sell substantially all of the assets of the Goldendale Energy Center, a 271-MW natural gas-fired combined-cycle power plant located in Goldendale, Washington, for approximately $100 million, plus the assumption by Puget Sound Energy of certain liabilities. On December 6, 2006, the U.S. Bankruptcy Court approved an auction process in which qualified bidders can make competing offers on the transaction. The sale hearing is currently scheduled for February 7, 2007, before the U.S. Bankruptcy Court. Closing of the transaction is subject to certain additional conditions including receipt of any required regulatory approvals.
On November 15, 2006, the U.S. Bankruptcy Court approved the transfer of certain assets by Calpine to Otay Mesa Energy Center, LLC, a Non-U.S. Debtor, for the development of a 593-MW natural gas-fired facility in San Diego County, California. In addition, the Court approved certain agreements to facilitate the development of the project including, among other things, a revised 10-year PPA with SDG&E and a sublease agreement which includes put/call options in favor of Calpine and SDG&E, respectively, whereby under certain circumstances, after 10 years of operations, Calpine can require SDG&E, or SDG&E can elect, to purchase the project. The U.S. Bankruptcy Court also authorized Calpine to make cash contributions to Otay Mesa Energy Center, LLC not to exceed $35 million. The U.S. Bankruptcy Court’s order has been appealed, but the order has not been stayed pending appeal.
On November 22, 2006, we filed a motion with the U.S. Bankruptcy Court for an extension of the period during which the Debtors have the exclusive right to file a plan or plans of reorganization from December 31, 2006, to June 20, 2007, and an extension of the deadline by which the Debtors have the exclusive right to solicit acceptances of such plan or plans from March 31, 2007, to August 20, 2007. The U.S. Bankruptcy Court approved the motion on December 6, 2006. However, the U.S. Bankruptcy Court has the power to terminate these periods prior to June 20, 2007, and August 20, 2007, respectively, and we can make no assurance that the U.S. Bankruptcy Court will not do so.
In addition, during the pendency of the Chapter 11 cases, in lieu of distributions, our U.S. Debtor subsidiaries are permitted under the terms of the Cash Collateral Order to make transfers from their excess cash flow in the form of loans to other U.S. Debtors, notwithstanding the existence of any default or event of default related to our Chapter 11 cases. Presently, there is approximately $258 million in excess cash flow available at our U.S. Debtor subsidiary, CalGen; however, the collateral agent for the CalGen secured debt has disagreed with our interpretation of the Cash Collateral Order’s authorization of such transfers and has indicated that it would not grant a transfer request. On December 8, 2006, we filed a motion seeking U.S. Bankruptcy Court approval of an agreed-upon order modifying the Cash Collateral Order. Pursuant to the agreed-upon
14
Index Definitions
order, the CalGen collateral agent will (i) immediately transfer $258 million to us in the form of a loan and (ii) will honor all future requests for loan transfers within three days of receipt of the request, provided that (a) the U.S. Debtors are in compliance with their certain adequate protection obligations under the Cash Collateral Order and (b) CalGen is in compliance, in all material respects, with certain specified provisions of the CalGen indentures. As adequate protection to CalGen’s debt holders, CalGen shall have a first priority lien upon the excess cash flow transferred to the extent such funds remain in a separate account maintained by us. In addition, CalGen shall have an allowed claim in the amount of the excess cash flow transferred against each of the U.S. Debtors and a junior lien upon all assets of each of the U.S. Debtors.
On December 8, 2006, the U.S. Debtors filed a motion seeking U.S. Bankruptcy Court approval of an agreed-upon order modifying the Cash Collateral Order to permit the U.S. Debtors to pay adequate protection to the holders of the Second Priority Debt. Pursuant to this agreed-upon order, Calpine would not be required to draw on its $1 billion revolving credit facility under the DIP Facility to make adequate protection payments, but would be required to use unrestricted cash on hand (to the extent such unrestricted cash is in excess of $10 million) to make such payments. Subject to these corporate liquidity provisions, and provided there has been no default or event of default under the DIP Facility, the U.S. Debtors will pay holders of the Second Priority Debt a total of $100.3 million as adequate protection payments for 2006 in four equal quarterly installments on March 31, 2007, June 30, 2007, September 30, 2007, and December 31, 2007. To the extent any quarterly payment is not paid in full due to the corporate liquidity provisions, the unpaid balance would carry over and be added to the next quarterly payment. In addition, the U.S. Debtors will pay a total of $216 million as adequate protection payments for 2007 outstanding for the Second Priority Debt that carries a fixed rate (comprising the 8 1/2% Second Priority Senior Secured Notes Due 2010, 8 3/4% Second Priority Senior Secured Notes Due 2013 and 9 7/8% Second Priority Senior Secured Notes Due 2011) in four installments on January 15, 2007, June 1, 2007, July 15, 2007, and December 1, 2007. Further, the U.S. Debtors will make adequate protection payments for 2007 on the Second Priority Debt that carries a floating rate (comprising the Second Priority Senior Secured Floating Rate Notes due 2007 and the Senior Secured Term Loans Due 2007) based on the floating rates in effect at the time of payment in four quarterly installments on January 15, 2007, April 15, 2007, July 15, 2007, and October 15, 2007. Because the adequate protection payments to be made on that portion of the Second Priority Debt for 2007 are based on the floating interest rate structure, it is impossible at this time to predict with any specificity the dollar amounts ultimately remitted; however, based on an assumed LIBOR rate of 5.37% and a prime rate of 8.25%, the total floating rate payments are estimated to be approximately $150 million. The adequate protection payments for 2007 are subject to there having been no default or event of default under the DIP Facility and subject to the corporate liquidity provisions. To the extent adequate protection payments for 2007 are not made in full, the unpaid balance will carry over and be added to the next scheduled payment. In exchange for these payments, the holders of the Second Priority Debt will waive certain claims for default interest or interest on interest . If we fail to make the payments as set forth in the agreed-upon order when due, the holders of the Second Priority Debt may seek to terminate their adequate protection arrangement under the Cash Collateral Order after giving certain advance notices. The Company has not yet recorded the impact that these modifications, if approved by the U.S. Bankruptcy Court, will have on 2006 interest expense but expects to do so in the fourth quarter of 2006.
The motions to approve the agreed-upon orders are subject to U.S. Bankruptcy Court approval at a December 20, 2006, hearing.
In the CCAA proceedings, the Canadian Debtors sought and obtained a stay of proceedings from the Canadian Court in connection with the CCAA filings. Unlike the automatic stay provided under the Bankruptcy Code, there is no provision for an automatic stay under the CCAA. Pursuant to various orders, the most recent dated November 14, 2006, the Canadian Court extended its stay of proceedings through March 26, 2007.
2. Basis of Presentation
The accompanying consolidated condensed financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and satisfaction of liabilities in the ordinary course of business, and in accordance with SOP 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” The consolidated condensed financial statements do not include any adjustments that might be required should we be unable to continue to operate as a going concern. In accordance with SOP 90-7, all pre-petition liabilities subject to compromise have
15
Index Definitions
been segregated in the consolidated condensed balance sheets and classified as LSTC, at the estimated amount of allowed claims. Interest expense related to pre-petition LSTC has been reported only to the extent that it will be paid during the pendency of the Chapter 11 cases or is permitted by the Cash Collateral Order or is expected to be an allowed claim. Liabilities not subject to compromise are separately classified as current or noncurrent. Expenses, provisions for losses resulting from reorganization and certain other items directly related to our Chapter 11 cases are reported separately as reorganization items.
The Monthly Operating Statement is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Bankruptcy Court. Certain of our Canadian subsidiaries were granted relief by the Canadian Court under the CCAA. As a result, certain of our Canadian and other foreign subsidiaries were deconsolidated as of the Petition Date. Financial information regarding such deconsolidated subsidiaries is not included with that of the consolidated group reported in the Monthly Operating Statement. The financial information in the Monthly Operating Statement is preliminary and unaudited and does not purport to show the financial statements of any of the U.S. Debtors in accordance with GAAP, and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. We caution readers not to place undue reliance upon the Monthly Operating Statement. There can be no assurance that such information is complete and the Monthly Operating Statement may be subject to revision. The Monthly Operating Statement is in a format required by the Bankruptcy Code and should not be used for investment purposes. The Monthly Operating Statement should be read in conjunction with the consolidated financial statements and notes thereto included in the 2005 Form 10-K and the 2006 Forms 10-Q.
The unaudited financial statements contained in the Monthly Operating Statement have been derived from the books and records of the Company. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP, and upon the application of such procedures, we believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this Monthly Operating Statement includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for financial statements prepared in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
Mark-to-Market — Mark-to-market, net activity includes realized settlements of and unrealized mark-to-market gains and losses on both power and gas derivative instruments not designated as cash flow hedges, including those held for trading purposes. Gains and losses due to ineffectiveness on hedging instruments are also included in unrealized mark-to-market gains and losses. Trading activity is presented net in accordance with EITF Issue No. 02-03. Of the total mark-to-market gain of $8.4 million in October 2006, there was a $13.2 million unrealized gain, and we had a realized loss of $4.8 million. The realized loss included a non-cash gain of approximately $1.5 million from amortization of various items.
3. Summary of Significant Accounting Policies
See Note 2 “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in our 2005 Form 10-K and Note 1 “Basis of Presentation and Summary of Significant Accounting Policies” in the Notes to Consolidated Condensed Financial Statements included in each of the 2006 Forms 10-Q for a summary of the accounting policies that we believe are significant to us.
4. Recent Accounting Pronouncements
SFAS No. 123-R
In December 2004, FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” referred to as SFAS No. 123-R, which requires a public company to use the fair value method of accounting for stock-based compensation. We adopted this standard as of January 1, 2006, and applied the modified prospective transition method. The modified
16
Index Definitions
prospective approach applies to the unvested portion of all awards granted prior to January 1, 2006, and to all prospective awards. Prior financial statements are not restated under this method.
SFAS No. 123-R also requires the cash flows resulting from the tax benefits that occur from estimated tax deductions in excess of the compensation cost recognized be presented as financing cash flows in the statement of cash flows. Prior to adopting this statement, we presented tax benefits from allowable deductions as operating cash flows in our Consolidated Condensed Statement of Cash Flows.
As we previously adopted the fair value method of accounting under SFAS No. 123 as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” on January 1, 2003, the adoption of SFAS No. 123-R did not have a material impact on our results of operations, cash flows or financial position.
SFAS No. 154
In May 2005, FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” This statement replaces APB Opinion No. 20, “Accounting Changes,” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle. SFAS No. 154 is effective for fiscal years beginning after December 15, 2005. Adoption of this statement did not materially impact our consolidated results of operations, cash flows or financial position.
FASB Interpretation No. 48
In June 2006, FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109.” FIN 48 addresses the recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early adoption permitted. We are currently assessing the impact this standard will have on our results of operations, cash flows and financial position.
SFAS No. 157
In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in GAAP, and enhances disclosures about fair value measurements. SFAS No. 157 applies when other accounting pronouncements require fair value measurements; it does not require new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, with early adoption encouraged. We are currently assessing the impact this standard will have on our results of operations, cash flows, and financial position.
SAB No. 108
In September 2006, the SEC Staff issued SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 establishes a “dual approach” for quantifying the effects of financial statement errors, which requires the quantification of the effect of financial statement errors on each financial statement, as well as related disclosures. SAB No. 108 permits public companies to initially adopt its provisions either by (i) restating prior financial statements as if the “dual approach” had always been applied or (ii) recording the cumulative effect of initially applying the “dual approach” as adjustments to the carrying values of assets and liabilities as of January 1, 2006, with an offsetting adjustment recorded in the opening balance of retained earnings. Public companies must begin to apply the provisions of SAB No. 108 no later than their annual financial statements for their first fiscal year ending after November 15, 2006. We do not expect the application of the provisions of SAB No. 108 will have a material impact on our results of operations, cash flows or financial condition.
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Index Definitions
5. Cash and Cash Equivalents, Restricted Cash and Margin Deposits
Cash and Cash Equivalents — We have certain project finance facilities and lease agreements that establish segregated cash accounts. These accounts have been pledged as security in favor of the lenders to such project finance facilities, and the use of certain cash balances on deposit in such accounts with our project financed securities is limited to the operations of the respective projects. At October 31, 2006, $634.6 million of the cash and cash equivalents balance was subject to such project finance facilities and lease agreements.
Restricted Cash — We are required to maintain cash balances that are restricted by provisions of certain of our debt and lease agreements or by regulatory agencies. These amounts are held by depository banks in order to comply with the contractual provisions requiring reserves for payments such as for debt service, rent, major maintenance and debt repurchases. Funds that can be used to satisfy obligations due during the next twelve months are classified as current restricted cash, with the remainder classified as non-current restricted cash. Restricted cash is generally invested in accounts earning market rates; therefore the carrying value approximates fair value. Such cash is excluded from cash and cash equivalents in the Consolidated Condensed Statements of Cash Flows.
The table below represents the components of our consolidated restricted cash as of October 31, 2006, (in thousands):
| | Current | | Non-Current | | Total | |
Debt service | | $ | 89,290 | | $ | 113,682 | | $ | 202,972 | |
Rent reserve | | | 54,843 | | | — | | | 54,843 | |
Construction/major maintenance | | | 88,718 | | | 29,773 | | | 118,491 | |
Security/project reserves | | | — | | | — | | | — | |
Collateralized letters of credit and other credit support | | | 68,490 | | | — | | | 68,490 | |
Other | | | 95,928 | | | 49,167 | | | 145,095 | |
Total | | $ | 397,269 | | $ | 192,622 | | $ | 589,891 | |
Of our restricted cash at October 31, 2006, $282.6 million relates to the assets of the following entities, each an entity with its existence separate from us and our other subsidiaries (in millions).
Power Contract Financing, L.L.C. | | $ | 150.1 | |
Gilroy Energy Center, LLC | | | 38.1 | |
Riverside Energy Center, LLC | | | 30.8 | |
Rocky Mountain Energy Center, LLC | | | 37.7 | |
Calpine Northbrook Energy Marketing, LLC | | | 4.5 | |
Calpine King City Cogen, LLC | | | 19.1 | |
Calpine Fox LLC | | | — | |
Power Contract Financing III, LLC | | | 2.3 | |
| | $ | 282.6 | |
Margin Deposits — As of October 31, 2006, to support commodity transactions, we had margin deposits with third parties of $211.2 million; we made gas and power prepayments of $97.7 million; and had a letter of credit outstanding of $2.0 million. Counterparties had deposited with us $4.6 million as margin deposits at October 31, 2006. We had no counterparty letters of credit outstanding at October 31, 2006. We use margin deposits, prepayments and letters of credit as credit support for commodity procurement and risk management activities. Future cash collateral requirements may increase based on the extent of our involvement in standard contracts and movements in commodity prices and also based on our credit ratings and general perception of creditworthiness in this market. While we believe that we have adequate liquidity to support our operations at this time, it is difficult to predict future developments and the amount of credit support that we may need to provide as part of our business operations.
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Index Definitions
6. Rejected Contracts and Related Matters
The U.S. Debtors have assumed certain contracts and unexpired leases related to non-residential real property and have identified certain significant contracts and leases to be rejected, repudiated or terminated. See Note 2 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Third Quarter Form 10-Q for a summary of significant developments in connection with these matters.
7. Liabilities Subject to Compromise
The claims bar dates—the dates by which claims against the Calpine Debtors were to be filed with the applicable Bankruptcy Court—were set for August 1, 2006, for the Calpine Debtors other than Calpine Geysers Company, L.P., for which the claims bar date was set for October 31, 2006. See Note 2 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Third Quarter Form 10-Q for additional information.
The amounts of LSTC at October 31, 2006 consisted of the following (in millions):
Accounts payable and accrued liabilities | | $ | 374.3 | |
Terminated commodity contracts and interest rate swaps | | | 538.1 | |
Project financing | | | 159.1 | |
Convertible notes | | | 1,823.4 | |
Second priority senior secured notes(1) | | | 3,671.9 | |
Unsecured senior notes | | | 1,880.0 | |
Notes payable and other liabilities – related party | | | 1,112.1 | |
Provision for allowed claims(2) | | | 5,474.2 | |
Total liabilities subject to compromise | | $ | 15,033.1 | |
__________
(1) | We have not made, and currently do not propose to make, an affirmative determination whether our Second Priority Debt is fully secured or under-secured. We do, however, believe that there is uncertainty about whether the market value of the assets securing the obligations owing in respect of the Second Priority Debt is less than, equals or exceeds the amount of these obligations. Accordingly, we have classified the Second Priority Debt as LSTC. |
(2) | Consists primarily of estimated allowed claims related to guarantees by Calpine Corporation of repayment of unsecured senior notes (original principal amount of $2,597.2 million) for two wholly owned finance subsidiaries of the Company, ULC I and ULC II. The amounts outstanding to unrelated security holders had been reduced to $1,943.0 million at December 31, 2005, due to repurchases of such senior notes. However, some of the repurchased notes are held by certain of Calpine Corporation’s Canadian subsidiaries and are expected to give rise to allowed claims by these subsidiaries under the above guarantees. Additionally, there is a guarantee by Calpine Corporation of the obligations of its wholly owned subsidiary, Quintana Canada Holdings, LLC, under certain subscription agreements with ULC I, under which claims may be asserted for the same amounts sought under the Calpine Corporation guarantees of the ULC I notes. Although the expected claims are redundant relative to the underlying exposure to unrelated security holders, the Company determined that these duplicative claims were probable of being allowed into the claim pool by the U.S. Bankruptcy Court, although the U.S. Debtors fully reserve their rights in this regard. |
8. DIP Facility
Pursuant to the DIP Facility, and applicable orders of the U.S. Bankruptcy Court, the DIP Facility lenders have made available to Calpine up to $2 billion comprised of a $1 billion revolving credit facility, a $400 million first priority term loan facility and a $600 million second priority term loan facility. The DIP Facility, which is guaranteed by each of the other U.S. Debtors, will remain in place until the earlier of an effective plan of reorganization or December 20, 2007. The DIP Facility is secured by first priority liens on all of the unencumbered assets of the U.S. Debtors, including the Geysers Assets, and junior liens on all of their encumbered assets. The proceeds of borrowings and letters of credit issued under the DIP Facility will be used, among other things, for working capital and other general corporate purposes. In February 2006, a portion of the
19
Index Definitions
borrowings under the revolving credit facility were used to fund a portion of the costs in connection with the purchase of the Geysers Assets. In May 2006 and June 2006, a portion of the funds drawn under the term loan facilities, together with approximately $409 million of restricted cash, plus related interest thereon, were used to repay $646.1 million of the First Priority Notes. During the month of October 2006, there were no amounts outstanding under the revolving credit facility, and no additional letters of credit were issued against the revolving credit facility. Accordingly, at October 31, 2006, there was $997.4 million outstanding under the term loan facilities, nothing outstanding under the revolving credit facility and $11.7 million of letters of credit issued against the revolving credit facility.
See Note 22 of the Notes to Consolidated Financial Statements included in the 2005 Form 10-K, Note 6 of the Notes to Consolidated Condensed Financial Statements included in the 2006 First Quarter Form 10-Q, Note 7 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Second Quarter Form 10-Q and Note 7 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Third Quarter Form 10-Q for further discussion of the DIP Facility.
9. Reorganization Items
Reorganization items represent the direct and incremental costs of being in Chapter 11, such as professional fees, pre-petition liability claim adjustments related to terminated contracts that are probable and can be estimated and charges related to expected allowed claims.
The table below lists the significant items recognized within this category for the month ended October 31, 2006 (in millions):
Provision for expected allowed claims(1) | | $ | — | |
(Gain) on impaired asset sales(2) | | | (100.2 | ) |
Professional fees | | | 13.1 | |
DIP financing costs | | | — | |
Other(3) | | | (2.5 | ) |
Total reorganization items | | $ | (89.6 | ) |
__________
(1) | This charge primarily includes repudiation, rejection or termination of contracts or guarantee of obligations. |
(2) | Includes gains on sales of Dighton Power Plant, our leasehold interest in the Fox Energy Center, and a combustion turbine totaling $87.3 million, $6.3 million, and $6.6 million, respectively. |
(3) | This charge includes foreign exchange adjustments on LSTC items denominated in a foreign currency and governed by foreign law and employee severance costs and is net of interest income earned on cash accumulated as a result of our Chapter 11 cases. |
See Note 4 of the Notes to Consolidated Financial Statements included in our 2005 Form 10-K and Note 3 of the Notes to Consolidated Condensed Financial Statements included in each of our 2006 Forms 10-Q for a discussion of reorganization items.
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Index Definitions
SCHEDULE I
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
CONSOLIDATING CONDENSED BALANCE SHEET
(Unaudited)
(in thousands)
October 31, 2006
| | U.S. Debtors | | Non-U.S. Debtors | | Eliminations | | Consolidated | |
ASSETS | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 795,486 | | $ | 237,340 | | $ | — | | $ | 1,032,826 | |
Accounts receivable, net | | | 748,760 | | | 144,281 | | | (59,888 | ) | | 833,153 | |
Accounts receivable (payable) from affiliates, net | | | 38,674,843 | | | 2,472,140 | | | (41,146,983 | ) | | — | |
Margin deposits and other prepaid expense | | | 324,438 | | | 49,603 | | | (11,667 | ) | | 362,374 | |
Inventories | | | 170,794 | | | 25,350 | | | — | | | 196,144 | |
Restricted cash | | | 135,170 | | | 262,099 | | | — | | | 397,269 | |
Current derivative assets | | | 157,994 | | | 51,238 | | | — | | | 209,232 | |
Other current assets | | | 933,360 | | | 55,542 | | | (902,668 | ) | | 86,234 | |
Total current assets | | | 41,940,845 | | | 3,297,593 | | | (42,121,206 | ) | | 3,117,232 | |
Restricted cash, net of current portion | | | 47,949 | | | 144,673 | | | — | | | 196,622 | |
Notes receivable, net of current portion | | | 145,219 | | | 1,668 | | | — | | | 146,887 | |
Notes receivable from affiliates, net of current portion | | | 4,200,415 | | | 114,867 | | | (4,315,282 | ) | | — | |
Project development costs | | | 15,520 | | | 10,789 | | | — | | | 26,309 | |
Investments | | | 11,324,440 | | | 9,915,665 | | | (21,135,794 | ) | | 104,311 | |
Deferred financing costs | | | 39,580 | | | 105,512 | | | — | | | 145,092 | |
Prepaid lease, net of current portion | | | 196,327 | | | 574 | | | — | | | 196,901 | |
Property, plant and equipment, net | | | 7,855,237 | | | 6,002,840 | | | (869 | ) | | 13,857,208 | |
Goodwill | | | 45,160 | | | — | | | — | | | 45,160 | |
Other intangible assets, net | | | 15,636 | | | 35,366 | | | — | | | 51,002 | |
Long-term derivative assets | | | 299,003 | | | 85,854 | | | — | | | 384,857 | |
Assets of discontinued operations | | | 39,542 | | | — | | | — | | | 39,542 | |
Other assets | | | 284,043 | | | 286,319 | | | (11,373 | ) | | 558,989 | |
Intercompany | | | 569,357 | | | 22,081 | | | (591,438 | ) | | — | |
Total assets | | $ | 67,018,273 | | $ | 20,023,801 | | $ | (68,175,962 | ) | $ | 18,866,112 | |
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Index Definitions
CONSOLIDATING CONDENSED BALANCE SHEET — (Continued)
| | U.S. Debtors | | Non-U.S. Debtors | | Eliminations | | Consolidated | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | $ | 532,200 | | $ | 1,554,565 | | $ | (1,580,538 | ) | $ | 506,227 | |
Accrued payroll and related expense | | | 40,716 | | | 1,298 | | | — | | | 42,014 | |
Accrued interest payable | | | 281,310 | | | 66,039 | | | (244,506 | ) | | 102,843 | |
Income taxes payable | | | 99,073 | | | — | | | — | | | 99,073 | |
Notes payable and other borrowings, current portion | | | 729,450 | | | 134,268 | | | (719,860 | ) | | 143,858 | |
Preferred interests, current portion | | | — | | | 8,722 | | | — | | | 8,722 | |
Capital lease obligations, current portion | | | 186,311 | | | 99,027 | | | (2,391 | ) | | 282,947 | |
CCFC financing, current portion | | | — | | | 3,208 | | | — | | | 3,208 | |
CalGen financing, current portion | | | 2,510,982 | | | — | | | — | | | 2,510,982 | |
Construction/project financing, current portion | | | 132,713 | | | 424,687 | | | — | | | 557,400 | |
DIP Facility, current portion | | | 3,500 | | | — | | | — | | | 3,500 | |
Current derivative liabilities | | | 197,803 | | | 79,084 | | | — | | | 276,887 | |
Other current liabilities | | | 222,242 | | | 146,294 | | | (11,666 | ) | | 356,870 | |
Total current liabilities | | | 4,936,300 | | | 2,517,192 | | | (2,558,961 | ) | | 4,894,531 | |
Notes payable and other borrowings, net of current portion | | | 4,259,410 | | | 2,030,387 | | | (5,869,447 | ) | | 420,350 | |
Preferred interests, net of current portion | | | — | | | 574,893 | | | — | | | 574,893 | |
Capital lease obligations, net of current portion | | | 317,189 | | | — | | | (317,009 | ) | | 180 | |
CCFC financing, net of current portion | | | — | | | 778,798 | | | — | | | 778,798 | |
Construction/project financing, net of current portion | | | 246,155 | | | 1,236,165 | | | — | | | 1,482,320 | |
DIP Facility, net of current portion | | | 993,875 | | | — | | | — | | | 993,875 | |
Deferred income taxes, net of current portion | | | 125,688 | | | 293,156 | | | — | | | 418,844 | |
Deferred revenue | | | 99,408 | | | 21,606 | | | (12,242 | ) | | 108,772 | |
Long-term derivative liabilities | | | 423,988 | | | 102,303 | | | — | | | 526,291 | |
Other liabilities | | | 129,275 | | | 28,757 | | | (4 | ) | | 158,028 | |
Total liabilities not subject to compromise | | | 11,531,288 | | | 7,583,257 | | | (8,757,663 | ) | | 10,356,882 | |
Liabilities subject to compromise | | | 53,536,258 | | | 432 | | | (38,503,633 | ) | | 15,033,057 | |
Commitments and contingencies | | | | | | | | | | | | | |
Minority interests | | | — | | | 268,233 | | | — | | | 268,233 | |
Stockholders’ equity (deficit): | | | | | | | | | | | | | |
Common stock | | | 31,537 | | | 5,098 | | | (36,096 | ) | | 539 | |
Additional paid-in capital | | | 25,684,407 | | | 10,630,528 | | | (33,044,078 | ) | | 3,270,857 | |
Accumulated deficit | | | (23,664,598 | ) | | 1,538,298 | | | 12,121,825 | | | (10,004,475 | ) |
Accumulated other comprehensive loss | | | (100,619 | ) | | (2,045 | ) | | 43,683 | | | (58,981 | ) |
Total stockholders’ equity (deficit) | | | 1,950,727 | | | 12,171,879 | | | (20,914,666 | ) | | (6,792,060 | ) |
Total liabilities and stockholders’ equity (deficit) | | $ | 67,018,273 | | $ | 20,023,801 | | $ | (68,175,962 | ) | $ | 18,866,112 | |
Calpine Corporation’s consolidated results are comprised of U.S. Debtor and Non-U.S. Debtor entities that have affiliated transactions with other U.S. Debtor and Non-U.S. Debtor entities that must be eliminated in consolidation. Amounts listed under the “Eliminations” heading are required to correctly eliminate transactions between any affiliated entities for consolidated financial statement presentation purposes.
22
Index Definitions
SCHEDULE II
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(in thousands)
For the Period from October 1, 2006, to October 31, 2006
| | U.S. Debtors | | Non-U.S. Debtors | | Eliminations | | Consolidated | |
Revenue: | | | | | | | | | | | | | |
Electricity and steam revenue | | $ | 559,117 | | $ | 151,125 | | $ | (301,837 | ) | $ | 408,405 | |
Sales of purchased power and gas for hedging and optimization | | | 395,961 | | | 10,357 | | | (259,184 | ) | | 147,134 | |
Mark-to-market activities, net | | | (4,032 | ) | | 12,417 | | | — | | | 8,385 | |
Other revenue | | | 73,484 | | | 2,898 | | | (71,916 | ) | | 4,466 | |
Total revenue | | | 1,024,530 | | | 176,797 | | | (632,937 | ) | | 568,390 | |
Cost of revenue: | | | | | | | | | | | | | |
Plant operating expense | | | 480,230 | | | (21,889 | ) | | (362,146 | ) | | 96,195 | |
Royalty expense | | | 2,124 | | | — | | | — | | | 2,124 | |
Transmission purchase expense | | | 4,316 | | | 2,767 | | | — | | | 7,083 | |
Purchased power and gas expense for hedging and optimization | | | 105,204 | | | 45,621 | | | (9,772 | ) | | 141,053 | |
Fuel expense | | | 427,519 | | | 80,454 | | | (261,059 | ) | | 246,914 | |
Depreciation and amortization expense | | | 23,279 | | | 16,357 | | | (2 | ) | | 39,634 | |
Operating plant impairments | | | (10 | ) | | — | | | — | | | (10 | ) |
Operating lease expense | | | 4,218 | | | — | | | — | | | 4,218 | |
Other cost of revenue | | | 12,437 | | | 3,414 | | | — | | | 15,851 | |
Total cost of revenue | | | 1,059,317 | | | 126,724 | | | (632,979 | ) | | 553,062 | |
Gross profit | | | (34,787 | ) | | 50,073 | | | 42 | | | 15,328 | |
(Income) loss from unconsolidated investments | | | (33,736 | ) | | (4,348 | ) | | 38,084 | | | — | |
Equipment, development project and other impairments | | | (736 | ) | | (418 | ) | | — | | | (1,154 | ) |
Long-term service agreement cancellation charge | | | 1,500 | | | — | | | — | | | 1,500 | |
Project development expense | | | 1,160 | | | 1,826 | | | — | | | 2,986 | |
Research and development expense | | | 325 | | | — | | | — | | | 325 | |
Sales, general and administrative expense | | | (2,632 | ) | | 14,204 | | | — | | | 11,572 | |
Income (loss) from operations | | | (668 | ) | | 38,809 | | | (38,042 | ) | | 99 | |
Interest expense | | | 44,412 | | | 34,919 | | | (4,527 | ) | | 74,804 | |
Interest (income) | | | (8,631 | ) | | (3,493 | ) | | 4,527 | | | (7,597 | ) |
Minority interest expense | | | — | | | (2,480 | ) | | — | | | (2,480 | ) |
Other (income) expense, net | | | 1,474 | | | 281 | | | 43 | | | 1,798 | |
Income (loss) before reorganization items and provision (benefit) for income taxes | | | (37,923 | ) | | 9,582 | | | (38,085 | ) | | (66,426 | ) |
23
Index Definitions
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS — (Continued)
| | U.S. Debtors | | Non-U.S. Debtors | | Eliminations | | Consolidated | |
Reorganization items | | $ | (83,297 | ) | $ | (6,279 | ) | $ | — | | $ | (89,576 | ) |
Income (loss) before provision (benefit) for income taxes | | | 45,374 | | | 15,861 | | | (38,085 | ) | | 23,150 | |
Provision (benefit) for income taxes | | | 8,560 | | | 365 | | | — | | | 8,925 | |
Net income (loss) | | $ | 36,814 | | $ | 15,496 | | $ | (38,085 | ) | $ | 14,225 | |
Calpine Corporation’s consolidated results are comprised of U.S. Debtor and Non-U.S. Debtor entities that have affiliated transactions with other U.S. Debtor and Non-U.S. Debtor entities that must be eliminated in consolidation. Amounts listed under the “Eliminations” heading are required to correctly eliminate transactions between any affiliated entities for consolidated financial statement presentation purposes.
24
Index Definitions
SCHEDULE III
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
SCHEDULE OF PAYROLL AND PAYROLL TAXES
(in thousands)
For the Period from October 1, 2006, to October 31, 2006
Gross Wages Paid**
| | Employee Payroll
Taxes Withheld* | | Employer Payroll
Taxes Remitted* |
$15,877 | | $3,994 | | $944 |
* | Employee Payroll Taxes are withheld each pay period and remitted by the Company, together with the Employer Payroll Taxes, to the appropriate tax authorities. |
** | Gross Wages were paid by the Company on October 6, 2006; October 13, 2006; October 20, 2006; and October 27, 2006. |
25
Index Definitions
SCHEDULE IV
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
SCHEDULE OF FEDERAL, STATE AND LOCAL TAXES
COLLECTED, RECEIVED, DUE OR WITHHELD
(in thousands)
For the Period from October 1, 2006, to October 31, 2006
| | Amount
Withheld/Accrued | | Amount
Paid | |
Federal and state income taxes | | $ | 8,560 | | $ | — | |
State and local taxes: | | | | | | | |
Property | | | 4,762 | | | 899 | |
Sales and use | | | 1,381 | | | 3,405 | |
Franchise | | | — | | | — | |
Other | | | 50 | | | 50 | |
Total state and local taxes | | | 6,193 | | | 4,354 | |
Total taxes | | $ | 14,753 | | $ | 4,354 | |
26
Index Definitions
SCHEDULE V
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
TOTAL DISBURSEMENTS BY DEBTOR
For the Month Ended October 31, 2006
(in dollars)
| Legal Entity | Case Number | Disbursements | |
| Amelia Energy Center, LP | 05-60223-BRL | $ | — | |
Anacapa Land Company, LLC | 05-60226-BRL | — | |
| Anderson Springs Energy Company | 05-60232-BRL | — | |
| Androscoggin Energy, Inc. | 05-60239-BRL | — | |
| Auburndale Peaker Energy Center, LLC | 05-60244-BRL | 18,519 | |
| Augusta Development Company, LLC | 05-60248-BRL | — | |
| Aviation Funding Corp. | 05-60252-BRL | — | |
| Baytown Energy Center, LP | 05-60255-BRL | (3,552,059 | ) |
| Baytown Power GP, LLC | 05-60256-BRL | — | |
| Baytown Power, LP | 05-60258-BRL | — | |
| Bellingham Cogen, Inc. | 05-60224-BRL | — | |
| Bethpage Energy Center 3, LLC | 05-60225-BRL | 99,181 | |
| Bethpage Fuel Management Inc. | 05-60228-BRL | — | |
| Blue Heron Energy Center, LLC | 05-60235-BRL | — | |
| Blue Spruce Holdings, LLC | 05-60238-BRL | — | |
| Broad River Energy LLC | 05-60242-BRL | 118,269 | |
| Broad River Holdings, LLC | 05-60245-BRL | — | |
| CalGen Equipment Finance Company, LLC | 05-60249-BRL | — | |
| CalGen Equipment Finance Holdings, LLC | 05-60251-BRL | — | |
| CalGen Expansion Company, LLC | 05-60253-BRL | — | |
| CalGen Finance Corp. | 05-60229-BRL | — | |
| CalGen Project Equipment Finance Company One, LLC | 05-60236-BRL | — | |
| CalGen Project Equipment Finance Company Three, LLC | 05-60259-BRL | — | |
| CalGen Project Equipment Finance Company Two, LLC | 05-60262-BRL | — | |
| Calpine Acadia Holdings, LLC | 05-60265-BRL | — | |
| Calpine Administrative Services Company, Inc. | 05-60201-BRL | 3,384,630 | |
| Calpine Agnews, Inc. | 05-60268-BRL | — | |
| Calpine Amelia Energy Center GP, LLC | 05-60270-BRL | — | |
| Calpine Amelia Energy Center LP, LLC | 05-60272-BRL | — | |
| Calpine Auburndale Holdings, LLC | 05-60452-BRL | — | |
| Calpine Baytown Energy Center GP, LLC | 05-60453-BRL | — | |
| Calpine Baytown Energy Center LP, LLC | 05-60320-BRL | — | |
| Calpine Bethpage 3 Pipeline Construction Company, Inc. | 05-60330-BRL | — | |
| | | | | | |
27
Index Definitions
Legal Entity | Case Number | Disbursements | |
| Calpine Bethpage 3, LLC | 05-60342-BRL | — | |
| Calpine c*Power, Inc. | 05-60250-BRL | — | |
| Calpine CalGen Holdings, Inc. | 05-60352-BRL | — | |
| Calpine California Development Company, LLC | 05-60355-BRL | — | |
| Calpine California Energy Finance, LLC | 05-60360-BRL | — | |
| Calpine California Equipment Finance Company, LLC | 05-60464-BRL | — | |
| Calpine Calistoga Holdings, LLC | 05-60377-BRL | — | |
| Calpine Capital Trust | 05-60325-BRL | — | |
| Calpine Capital Trust II | 05-60379-BRL | — | |
| Calpine Capital Trust III | 05-60384-BRL | — | |
| Calpine Capital Trust IV | 05-60391-BRL | — | |
| Calpine Capital Trust V | 05-60221-BRL | — | |
| Calpine Central Texas GP, Inc. | 05-60329-BRL | — | |
| Calpine Central, Inc. | 05-60333-BRL | — | |
| Calpine Central, L.P. | 05-60351-BRL | 1,786,452 | |
| Calpine Central-Texas, Inc. | 05-60338-BRL | — | |
| Calpine Channel Energy Center GP, LLC | 05-60340-BRL | — | |
| Calpine Channel Energy Center LP, LLC | 05-60343-BRL | — | |
| Calpine Clear Lake Energy GP, LLC | 05-60345-BRL | — | |
| Calpine Clear Lake Energy, LP | 05-60349-BRL | — | |
| Calpine Cogeneration Corporation | 05-60233-BRL | — | |
| Calpine Construction Management Company, Inc. | 05-60260-BRL | 1,457,448 | |
| Calpine Corporation | 05-60200-BRL | 39,877,869 | |
| Calpine Corpus Christi Energy GP, LLC | 05-60247-BRL | — | |
| Calpine Corpus Christi Energy, LP | 05-60261-BRL | — | |
| Calpine Decatur Pipeline, Inc. | 05-60263-BRL | — | |
| Calpine Decatur Pipeline, L.P. | 05-60254-BRL | — | |
| Calpine Dighton, Inc. | 05-60264-BRL | — | |
| Calpine East Fuels, Inc. | 05-60257-BRL | — | |
| Calpine Eastern Corporation | 05-60266-BRL | 125,664 | |
| Calpine Energy Holdings, Inc. | 05-60207-BRL | — | |
| Calpine Energy Services Holdings, Inc. | 05-60208-BRL | — | |
| Calpine Energy Services, L.P. | 05-60222-BRL | 232,923,986 | |
| Calpine Finance Company | 05-60204-BRL | — | |
| Calpine Freestone Energy GP, LLC | 05-60227-BRL | — | |
| Calpine Freestone Energy, LP | 05-60230-BRL | — | |
| Calpine Freestone, LLC | 05-60231-BRL | — | |
| Calpine Fuels Corporation | 05-60203-BRL | — | |
| Calpine Gas Holdings LLC | 05-60234-BRL | — | |
| Calpine Generating Company, LLC | 05-60237-BRL | 1,296,127 | |
| Calpine Geysers Company, LP | 06-10939-BRL | 102 | |
| | | | |
28
Index Definitions
Legal Entity | Case Number | Disbursements | |
| Calpine Gilroy 1, Inc. | 05-60240-BRL | — | |
| Calpine Gilroy 2, Inc. | 05-60241-BRL | — | |
| Calpine Gilroy Cogen, L.P. | 05-60243-BRL | 322,291 | |
| Calpine Global Services Company, Inc. | 05-60246-BRL | 5,676 | |
| Calpine Gordonsville GP Holdings, LLC | 05-60281-BRL | — | |
| Calpine Gordonsville LP Holdings, LLC | 05-60282-BRL | — | |
| Calpine Gordonsville, LLC | 05-60283-BRL | — | |
| Calpine Greenleaf Holdings, Inc. | 05-60284-BRL | — | |
| Calpine Greenleaf, Inc. | 05-60285-BRL | 121,472 | |
| Calpine Hidalgo Design, L.P. | 06-10039-BRL | — | |
| Calpine Hidalgo Energy Center, L.P. | 06-10029-BRL | 83,846 | |
| Calpine Hidalgo Holdings, Inc. | 06-10027-BRL | — | |
| Calpine Hidalgo Power GP, LLC | 06-10030-BRL | — | |
| Calpine Hidalgo Power, LP | 06-10028-BRL | — | |
| Calpine Hidalgo, Inc. | 06-10026-BRL | — | |
| Calpine International Holdings, Inc. | 05-60205-BRL | — | |
| Calpine International, LLC | 05-60288-BRL | 16,095 | |
| Calpine Investment Holdings, LLC | 05-60289-BRL | — | |
| Calpine Kennedy Airport, Inc. | 05-60294-BRL | — | |
| Calpine Kennedy Operators Inc. | 05-60199-BRL | — | |
| Calpine KIA, Inc. | 05-60465-BRL | — | |
| Calpine Leasing Inc. | 05-60297-BRL | — | |
| Calpine Long Island, Inc. | 05-60298-BRL | — | |
| Calpine Lost Pines Operations, Inc. | 05-60314-BRL | — | |
| Calpine Louisiana Pipeline Company | 05-60328-BRL | — | |
| Calpine Magic Valley Pipeline, Inc. | 05-60331-BRL | — | |
| Calpine Monterey Cogeneration, Inc. | 05-60341-BRL | 7,132 | |
| Calpine MVP, Inc. | 05-60348-BRL | — | |
| Calpine NCTP GP, LLC | 05-60359-BRL | — | |
| Calpine NCTP, LP | 05-60406-BRL | — | |
| Calpine Northbrook Corporation of Maine, Inc. | 05-60409-BRL | — | |
| Calpine Northbrook Energy Holdings, LLC | 05-60418-BRL | — | |
| Calpine Northbrook Energy, LLC | 05-60431-BRL | — | |
| Calpine Northbrook Holdings Corporation | 05-60286-BRL | — | |
| Calpine Northbrook Investors, LLC | 05-60291-BRL | — | |
| Calpine Northbrook Project Holdings, LLC | 05-60295-BRL | — | |
| Calpine Northbrook Services, LLC | 05-60299-BRL | — | |
| Calpine Northbrook Southcoast Investors, LLC | 05-60304-BRL | — | |
| Calpine NTC, LP | 05-60308-BRL | — | |
| Calpine Oneta Power I, LLC | 05-60311-BRL | — | |
| Calpine Oneta Power II, LLC | 05-60315-BRL | — | |
| | | | |
29
Index Definitions
Legal Entity | Case Number | Disbursements | |
| Calpine Oneta Power, L.P. | 05-60318-BRL | 3,304,821 | |
| Calpine Operating Services Company, Inc. | 05-60322-BRL | 40,372,178 | |
| Calpine Operations Management Company, Inc. | 05-60206-BRL | — | |
| Calpine Pastoria Holdings, LLC | 05-60302-BRL | — | |
| Calpine Philadelphia, Inc. | 05-60305-BRL | 332 | |
| Calpine Pittsburg, LLC | 05-60307-BRL | 51,375 | |
| Calpine Power Company | 05-60202-BRL | 570 | |
| Calpine Power Equipment LP | 05-60310-BRL | — | |
| Calpine Power Management, Inc. | 05-60319-BRL | — | |
| Calpine Power Management, LP | 05-60466-BRL | — | |
| Calpine Power Services, Inc. | 05-60323-BRL | 184,127 | |
| Calpine Power, Inc. | 05-60316-BRL | — | |
| Calpine PowerAmerica, Inc. | 05-60211-BRL | — | |
| Calpine PowerAmerica, LP | 05-60212-BRL | 781,871 | |
| Calpine PowerAmerica-CA, LLC | 05-60213-BRL | 151,222 | |
| Calpine PowerAmerica-CT, LLC | 05-60214-BRL | — | |
| Calpine PowerAmerica-MA, LLC | 05-60215-BRL | — | |
| Calpine PowerAmerica-ME, LLC | 05-60216-BRL | — | |
| Calpine PowerAmerica-NH, LLC | 06-10032-BRL | — | |
| Calpine PowerAmerica-NY, LLC | 06-10031-BRL | — | |
| Calpine PowerAmerica-OR, LLC | 06-10034-BRL | — | |
| Calpine Producer Services, L.P. | 05-60217-BRL | 7,241,713 | |
| Calpine Project Holdings, Inc. | 05-60324-BRL | — | |
| Calpine Pryor, Inc. | 05-60326-BRL | — | |
| Calpine Rumford I, Inc. | 05-60327-BRL | — | |
| Calpine Rumford, Inc. | 05-60414-BRL | — | |
| Calpine Schuylkill, Inc. | 05-60416-BRL | — | |
| Calpine Siskiyou Geothermal Partners, L.P. | 05-60420-BRL | 2,415 | |
| Calpine Sonoran Pipeline LLC | 05-60423-BRL | — | |
| Calpine Stony Brook Operators, Inc. | 05-60424-BRL | — | |
| Calpine Stony Brook Power Marketing, LLC | 05-60425-BRL | — | |
| Calpine Stony Brook, Inc. | 05-60426-BRL | — | |
| Calpine Sumas, Inc. | 05-60427-BRL | — | |
| Calpine TCCL Holdings, Inc. | 05-60429-BRL | — | |
| Calpine Texas Pipeline GP, Inc. | 05-60433-BRL | — | |
| Calpine Texas Pipeline LP, Inc. | 05-60439-BRL | — | |
| Calpine Texas Pipeline, L.P. | 05-60447-BRL | 6,241 | |
| Calpine Tiverton I, Inc. | 05-60450-BRL | — | |
| Calpine Tiverton, Inc. | 05-60451-BRL | — | |
| Calpine ULC I Holding, LLC | 05-60454-BRL | — | |
| Calpine University Power, Inc. | 05-60455-BRL | — | |
| | | | |
30
Index Definitions
Legal Entity | Case Number | Disbursements | |
| Calpine Unrestricted Funding, LLC | 05-60456-BRL | — | |
| Calpine Unrestricted Holdings, LLC | 05-60458-BRL | — | |
| Calpine Vapor, Inc. | 05-60459-BRL | — | |
| Carville Energy LLC | 05-60460-BRL | 478,528 | |
| CCFC Development Company, LLC | 05-60267-BRL | — | |
| CCFC Equipment Finance Company, LLC | 05-60269-BRL | — | |
| CCFC Project Equipment Finance Company One, LLC | 05-60271-BRL | — | |
| Celtic Power Corporation | 05-60273-BRL | — | |
| CES GP, LLC | 05-60218-BRL | — | |
| CGC Dighton, LLC | 05-60274-BRL | — | |
| Channel Energy Center, LP | 05-60275-BRL | (3,285,251 | ) |
| Channel Power GP, LLC | 05-60276-BRL | — | |
| Channel Power, LP | 05-60277-BRL | — | |
| Clear Lake Cogeneration Limited Partnership | 05-60278-BRL | 749,092 | |
| CogenAmerica Asia Inc. | 05-60372-BRL | — | |
| CogenAmerica Parlin Supply Corp. | 05-60383-BRL | — | |
| Columbia Energy LLC | 05-60440-BRL | 1,914,702 | |
| Corpus Christi Cogeneration L.P. | 05-60441-BRL | (440,739 | ) |
| CPN 3rd Turbine, Inc. | 05-60443-BRL | 216 | |
| CPN Acadia, Inc. | 05-60444-BRL | — | |
| CPN Berks Generation, Inc. | 05-60445-BRL | — | |
| CPN Berks, LLC | 05-60446-BRL | — | |
| CPN Bethpage 3rd Turbine, Inc. | 05-60448-BRL | 17,269 | |
| CPN Cascade, Inc. | 05-60449-BRL | — | |
| CPN Clear Lake, Inc. | 05-60287-BRL | — | |
| CPN Decatur Pipeline, Inc. | 05-60290-BRL | — | |
| CPN East Fuels, LLC | 05-60476-BRL | — | |
| CPN Energy Services GP, Inc. | 05-60209-BRL | — | |
| CPN Energy Services LP, Inc. | 05-60210-BRL | — | |
| CPN Freestone, LLC | 05-60293-BRL | — | |
| CPN Funding, Inc. | 05-60296-BRL | — | |
| CPN Morris, Inc. | 05-60301-BRL | — | |
| CPN Oxford, Inc. | 05-60303-BRL | — | |
| CPN Pipeline Company | 05-60309-BRL | 141,507 | |
| CPN Pleasant Hill Operating, LLC | 05-60312-BRL | — | |
| CPN Pleasant Hill, LLC | 05-60317-BRL | — | |
| CPN Power Services GP, LLC | 05-60321-BRL | — | |
| CPN Power Services, LP | 05-60292-BRL | — | |
| CPN Pryor Funding Corporation | 05-60300-BRL | 106,440 | |
| CPN Telephone Flat, Inc. | 05-60306-BRL | — | |
| Decatur Energy Center, LLC | 05-60313-BRL | 2,433,687 | |
| | | | |
31
Index Definitions
Legal Entity | Case Number | Disbursements | |
| Deer Park Power GP, LLC | 05-60363-BRL | — | |
| Deer Park Power, LP | 05-60370-BRL | — | |
| Delta Energy Center, LLC | 05-60375-BRL | 6,467,246 | |
| Dighton Power Associates Limited Partnership | 05-60382-BRL | 103,576 | |
| East Altamont Energy Center, LLC | 05-60386-BRL | 228 | |
| Fond du Lac Energy Center, LLC | 05-60412-BRL | — | |
| Fontana Energy Center, LLC | 05-60335-BRL | — | |
| Freestone Power Generation LP | 05-60339-BRL | 4,799,041 | |
| GEC Bethpage Inc. | 05-60347-BRL | — | |
| Geothermal Energy Partners, LTD., a California limited partnership | 05-60477-BRL | — | |
| Geysers Power Company II, LLC | 05-60358-BRL | — | |
| Geysers Power Company, LLC | 06-10197-BRL | 3,987,135 | |
| Geysers Power I Company | 05-60389-BRL | — | |
| Goldendale Energy Center, LLC | 05-60390-BRL | 5,087,534 | |
| Hammond Energy LLC | 05-60393-BRL | — | |
| Hillabee Energy Center, LLC | 05-60394-BRL | 79,154 | |
| Idlewild Fuel Management Corp. | 05-60397-BRL | — | |
| JMC Bethpage, Inc. | 05-60362-BRL | — | |
| KIAC Partners | 05-60366-BRL | 5,262,647 | |
| Lake Wales Energy Center, LLC | 05-60369-BRL | — | |
| Lawrence Energy Center, LLC | 05-60371-BRL | — | |
| Lone Oak Energy Center, LLC | 05-60403-BRL | 11,164 | |
| Los Esteros Critical Energy Facility, LLC | 05-60404-BRL | (58,632 | ) |
| Los Medanos Energy Center LLC | 05-60405-BRL | 2,995,598 | |
| Magic Valley Gas Pipeline GP, LLC | 05-60407-BRL | — | |
| Magic Valley Gas Pipeline, LP | 05-60408-BRL | — | |
| Magic Valley Pipeline, L.P. | 05-60332-BRL | 6,515 | |
| MEP Pleasant Hill, LLC | 05-60334-BRL | 1,117,590 | |
| Moapa Energy Center, LLC | 05-60337-BRL | — | |
| Mobile Energy L L C | 05-60344-BRL | 49,187 | |
| Modoc Power, Inc. | 05-60346-BRL | — | |
| Morgan Energy Center, LLC | 05-60353-BRL | 2,548,814 | |
| Mount Hoffman Geothermal Company, L.P. | 05-60361-BRL | — | |
| Mt. Vernon Energy LLC | 05-60376-BRL | — | |
| NewSouth Energy LLC | 05-60381-BRL | 3,097 | |
| Nissequogue Cogen Partners | 05-60388-BRL | 632,252 | |
| Northwest Cogeneration, Inc. | 05-60336-BRL | — | |
| NTC Five, Inc. | 05-60463-BRL | — | |
| NTC GP, LLC | 05-60350-BRL | — | |
| Nueces Bay Energy LLC | 05-60356-BRL | — | |
| O.L.S. Energy-Agnews, Inc. | 05-60374-BRL | 1,038,089 | |
| | | | |
32
Index Definitions
Legal Entity | Case Number | Disbursements | |
| Odyssey Land Acquisition Company | 05-60367-BRL | — | |
| Pajaro Energy Center, LLC | 05-60385-BRL | — | |
| Pastoria Energy Center, LLC | 05-60387-BRL | — | |
| Pastoria Energy Facility L.L.C. | 05-60410-BRL | 7,717,327 | |
| Philadelphia Biogas Supply, Inc. | 05-60421-BRL | — | |
| Phipps Bend Energy Center, LLC | 05-60395-BRL | — | |
| Pine Bluff Energy, LLC | 05-60396-BRL | 1,165,177 | |
| Power Investors, L.L.C. | 05-60398-BRL | — | |
| Power Systems MFG., LLC | 05-60399-BRL | 6,796,655 | |
| Quintana Canada Holdings, LLC | 05-60400-BRL | — | |
| RockGen Energy LLC | 05-60401-BRL | 61,941 | |
| Rumford Power Associates Limited Partnership | 05-60467-BRL | — | |
| Russell City Energy Center, LLC | 05-60411-BRL | 668,209 | |
| San Joaquin Valley Energy Center, LLC | 05-60413-BRL | 56,027 | |
| Silverado Geothermal Resources, Inc. | 06-10198-BRL | 162,941 | |
| Skipanon Natural Gas, LLC | 05-60415-BRL | — | |
| South Point Energy Center, LLC | 05-60417-BRL | 2,523,547 | |
| South Point Holdings, LLC | 05-60419-BRL | — | |
| Stony Brook Cogeneration, Inc. | 05-60422-BRL | — | |
| Stony Brook Fuel Management Corp. | 05-60428-BRL | — | |
| Sutter Dryers, Inc. | 05-60430-BRL | — | |
| TBG Cogen Partners | 05-60432-BRL | 46,116 | |
| Texas City Cogeneration, L.P. | 05-60434-BRL | 796,179 | |
| Texas Cogeneration Company | 05-60435-BRL | — | |
| Texas Cogeneration Five, Inc. | 05-60436-BRL | — | |
| Texas Cogeneration One Company | 05-60437-BRL | — | |
| Thermal Power Company | 05-60438-BRL | — | |
| Thomassen Turbine Systems America, Inc. | 05-60354-BRL | 630 | |
| Tiverton Power Associates Limited Partnership | 05-60357-BRL | 344 | |
| Towantic Energy, L.L.C. | 05-60364-BRL | — | |
| VEC Holdings, LLC | 05-60365-BRL | — | |
| Venture Acquisition Company | 05-60368-BRL | — | |
| Vineyard Energy Center, LLC | 05-60373-BRL | — | |
| Wawayanda Energy Center, LLC | 05-60378-BRL | — | |
| Whatcom Cogeneration Partners, L.P. | 05-60468-BRL | — | |
| Zion Energy LLC | 05-60380-BRL | 48,578 | |
| | | | |
| | | | |
| TOTAL | | $ | 386,478,922 | |
| | | | | | |
33
Index Definitions
SCHEDULE VI
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
DEBTORS’ STATEMENT REGARDING INSURANCE POLICIES
For the Period from October 1, 2006, to October 31, 2006
All insurance policies are fully paid for the current period, including amounts owed for workers’ compensation and disability insurance.
34
