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): May 17, 2007
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-12079 | 77-0212977 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
50 West San Fernando Street, San Jose, California 95113
717 Texas Avenue, Houston, Texas 77002
(Addresses of principal executive offices and zip codes)
Registrant’s telephone number, including area code: (408) 995-5115
(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 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information set forth in Item 7.01 below is incorporated by reference in this Item 2.02 as if fully set forth herein.
ITEM 7.01 — REGULATION FD DISCLOSURE
On May 17, 2007, 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 March 31, 2007 (the “Monthly Operating Statement”), with the U.S. 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 U.S. 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, 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 and Section 21E of the Exchange Act. We use 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 our 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 our Chapter 11 and CCAA cases, including our ability to successfully reorganize and emerge from Chapter 11; (ii) our ability to implement our business plan; (iii) financial results that may be volatile and may not reflect historical trends; (iv) seasonal fluctuations of our results; (v) potential volatility in earnings associated with fluctuations in prices for commodities such as natural gas and power; (vi) our ability to manage liquidity needs and comply with financing obligations; (vii) the direct or indirect effects on our business of our impaired credit including increased cash collateral requirements in connection with the use of commodity contracts; (viii) transportation of natural gas and transmission of electricity; (ix) the expiration or termination of our PPAs and the related results on revenues; (x) risks associated with the operation of power plants including unscheduled outages; (xi) factors that impact the output of our 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; (xii) risks associated with power project development and construction activities; (xiii) our ability to attract, retain and motivate key employees; (xiv) our ability to attract and retain customers and counterparties; (xv) competition; (xvi) risks associated with marketing and selling power from plants in the evolving energy markets; (xvii) present and possible future claims, litigation and enforcement actions; (xviii) effects of the application of laws or regulations, including changes in laws or regulations or the interpretation thereof; and (xix) other risks identified in this Report and our 2006 Form 10-K. You should also carefully review other reports that we file with the SEC, including without limitation our 2006 Form 10-K and Form 10-Q for the quarterly period ended March 31, 2007. We undertake 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 March 31, 2007.
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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 and Chief Accounting Officer |
| | |
Date: May 17, 2007 | | |
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Index Definitions
EXHIBIT INDEX
Exhibit Number | | Description |
99.1 | | Calpine Corporation’s Unaudited Monthly Operating Statement for the month
ended March 31, 2007. |
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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 MARCH 1, 2007, TO MARCH 31, 2007
DEBTORS’ ADDRESS: | 50 West San Fernando Street, San Jose, California 95113 | | | | |
| 717 Texas Avenue, Houston, Texas 77002 | | | | |
| | | | | |
| MONTHLY DISBURSEMENTS MADE BY CALPINE
CORPORATION, ET AL. AND ITS U.S. DEBTOR SUBSIDIARIES (IN MILLIONS): | | $ | 442 | |
| | | | | |
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 MILLIONS): | | $ | (216 | ) |
| | | | | |
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 and Chief Accounting Officer |
DATE: May 17, 2007 | 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 “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 of the Petition Date, as a result of the filings by the Canadian Debtors under the CCAA in the Canadian Court. 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 |
2006 Form 10-K | | Calpine Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 14, 2007 |
Acadia PP | | Acadia Power Partners, LLC |
Bankruptcy Code | | U.S. Bankruptcy Code |
Bankruptcy Courts | | The U.S. Bankruptcy Court and the Canadian Court |
Calgary Energy Centre | | Calgary Energy Centre Limited Partnership |
CalGen | | Calpine Generating Company, LLC |
CalGen First Lien Debt | | Collectively, $235,000,000 First Priority Secured Floating Rate Notes Due 2009, issued by CalGen and CalGen Finance; $600,000,000 First Priority Secured Institutional Term Loans Due 2009, issued by CalGen; and the CalGen First Priority Revolving Loans |
CalGen First Priority Revolving Loans | | $200,000,000 First Priority Revolving Loans issued on or about March 23, 2004, pursuant to that Amended and Restated Agreement, among CalGen, the guarantors party thereto, the lenders party thereto, The Bank of Nova Scotia, as administrative agent, L/C Bank, lead arranger and sole bookrunner, Bayerische Landesbank, Cayman Islands Branch, as arranger and co-syndication agent, Credit Lyonnais, New York Branch, as arranger and co-syndication agent, ING Capital LLC, as arranger and co-syndication agent, Toronto Dominion (Texas) Inc., as arranger and co-syndication agent, and Union Bank of California, N.A., as arranger and co-syndication agent |
CalGen Second Lien Debt | | Collectively, $640,000,000 Second Priority Secured Floating Rate Notes Due 2010, issued by CalGen and CalGen Finance; and $100,000,000 Second Priority Secured Institutional Term Loans Due 2010 issued by CalGen |
CalGen Secured Debt | | Collectively, the CalGen First Lien Debt, the CalGen Second Lien Debt and the CalGen Third Lien Debt |
CalGen Third Lien Debt | | Collectively, $680,000,000 Third Priority Secured Floating Rate Notes Due 2011, issued by CalGen and CalGen Finance; and $150,000,000 11 1/2% Third Priority Secured Notes Due 2011, each issued by CalGen and CalGen Finance |
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 |
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Index
Abbreviation | | Definition |
| 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 of the U.S. Bankruptcy Court dated June 21, 2006, July 12, 2006, October 25, 2006, November 15, 2006, December 20, 2006, December 28, 2006, January 17, 2007, and March 1, 2007 |
| CCAA | | Companies’ Creditors Arrangement Act (Canada) |
| CES | | Calpine Energy Services, L.P. |
| CES-Canada | | Calpine Energy Services Canada Partnership |
| Chapter 11 | | Chapter 11 of the Bankruptcy Code |
| Cleco | | Cleco Corp. |
| Company | | Calpine Corporation, a Delaware corporation, and subsidiaries |
| DIP | | Debtor-in-possession |
| DIP Order | | Order of the U.S. Bankruptcy Court dated March 12, 2007, approving the DIP Facility |
| DIP Facility | | The Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007, among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, the lenders party thereto, Credit Suisse, Goldman Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-syndication agents and co-documentation agents, General Electric Capital Corporation, as sub-agent, and Credit Suisse, as administrative agent and collateral agent, with Credit Suisse Securities (USA) LLC, Goldman Sachs Credit Partners L.P., JPMorgan Securities Inc., and Deutsche Bank Securities Inc. acting as Joint Lead Arrangers and Bookrunners |
| EITF | | Emerging Issues Task Force |
| Exchange Act | | U.S. Securities Exchange Act of 1934, as amended |
| FASB | | Financial Accounting Standards Board |
| FIN | | FASB Interpretation Number |
| GAAP | | Generally accepted accounting principles |
| IRS | | U.S. Internal Revenue Service |
| LSTC | | Liabilities subject to compromise |
| MW | | Megawatt(s) |
| NOL | | Net operating loss |
| Non-U.S. Debtor(s) | | The consolidated subsidiaries and affiliates of Calpine Corporation that are not U.S. Debtor(s) |
| | | |
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Index
Abbreviation | | Definition |
| Original 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 |
| Petition Date | | December 20, 2005 |
| PPA(s) | | Any contract for a physically settled sale (as distinguished from a financially settled future, option or other derivative or hedge transaction) of any electric power product, including electric energy, capacity and/or ancillary services, in the form of a bilateral agreement or a written or oral confirmation of a transaction between two parties to a master agreement, including sales related to a tolling transaction in which part of the consideration provided by the purchaser of an electric power product is the fuel required by the seller to generate such electric power |
| PSM | | Power Systems Manufacturing, LLC |
| SDNY Court | | U.S. District Court for the Southern District of New York |
| SEC | | U.S. Securities and Exchange Commission |
| Second Priority Debt | | Collectively, the Second Priority Notes and Second Priority Term Loans Due 2007 |
| Second Priority Notes | | Calpine Corporation’s Second Priority Senior Secured Floating Rate Notes Due 2007, 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 |
| Second Priority Term Loans | | Calpine Corporation’s Senior Secured Term Loans Due 2007 |
| Securities Act | | U.S. Securities Act of 1933, as amended |
| SFAS | | Statement of Financial Accounting Standards |
| SOP | | Statement of Position |
| U.S. | | United States of America |
| U.S. Bankruptcy Court | | U.S. 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 March 31, 2007: | |
Consolidated Condensed Statement of Operations | 10 |
Consolidated Condensed Balance Sheet | 11 |
Notes to Unaudited Consolidated Condensed Financial Statements | |
| 1. | Chapter 11 Cases and Related Disclosures | 12 |
| 2. | Basis of Presentation | 15 |
| 3. | Summary of Significant Accounting Policies | 15 |
| 4. | Recent Accounting Pronouncements | 16 |
| 5. | Cash and Cash Equivalents, Restricted Cash and Commodity Margin Deposits | 17 |
| 6. | DIP Facility | 17 |
Schedules: | | |
Schedule I | Consolidating Condensed Balance Sheet as of March 31, 2007 | 19 |
Schedule II | Consolidating Condensed Statement of Operations for the Month Ended March 31, 2007 | 20 |
Schedule III | Payroll and Payroll Taxes | 21 |
Schedule IV | Federal, State and Local Taxes Collected, Received, Due or Withheld | 22 |
Schedule V | Disbursements by Debtor | 23 |
Schedule VI | Debtors’ Statement Regarding Insurance Policies | 29 |
Schedule VII | Consolidated Condensed Statement of Operations for the Three Months Ended March 31, 2007 | 30 |
Schedule VIII | Consolidated Condensed Statement of Cash Flows for the Three Months Ended March 31, 2007 | 31 |
| | | | | |
9
Index Definitions
CALPINE CORPORATION
(Debtor-in-Possession)
CASE NO. 05-60200 (Jointly Administered)
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(in millions)
For the period from March 1, 2007, through March 31, 2007
Revenue: | | | | |
Electricity and steam revenue | | $ | 404 | |
Sales of purchased power and gas for hedging and optimization | | | 150 | |
Mark-to-market activities, net | | | (37 | ) |
Other revenue | | | 18 | |
Total revenue | | | 535 | |
Cost of revenue: | | | | |
Plant operating expense | | | 70 | |
Purchased power and gas expense for hedging and optimization | | | 140 | |
Fuel expense | | | 281 | |
Depreciation and amortization expense | | | 40 | |
Operating plant impairments | | | — | |
Operating lease expense | | | 5 | |
Other cost of revenue | | | 15 | |
Total cost of revenue | | | 551 | |
Gross profit (loss) | | | (16 | ) |
Equipment, development project and other impairments | | | 2 | |
Sales, general and administrative expense | | | 12 | |
Other operating expenses | | | — | |
Income (loss) from operations | | | (30 | ) |
Interest expense | | | 101 | |
Interest (income) | | | (7 | ) |
Minority interest expense | | | — | |
Other (income) expense, net | | | (4 | ) |
Income (loss) before reorganization items and provision (benefit) for income taxes | | | (120 | ) |
Reorganization items | | | 111 | |
Income (loss) before provision (benefit) for income taxes | | | (231 | ) |
Provision (benefit) for income taxes | | | (15 | ) |
Net income (loss) | | $ | (216 | ) |
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 millions)
March 31, 2007
ASSETS | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 1,505 | |
Accounts receivable, net | | | 742 | |
Inventories | | | 103 | |
Margin deposits and other prepaid expense | | | 502 | |
Restricted cash, current | | | 301 | |
Current derivative assets | | | 220 | |
Other current assets | | | 80 | |
Total current assets | | | 3,453 | |
Property, plant and equipment, net | | | 13,419 | |
Restricted cash, net of current portion | | | 192 | |
Investments | | | 167 | |
Long-term derivative assets | | | 340 | |
Other assets | | | 1,023 | |
Total assets | | $ | 18,594 | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | |
Current liabilities: | | | | |
Accounts payable | | $ | 566 | |
Accrued interest payable | | | 219 | |
Debt, current | | | 5,000 | |
Current derivative liabilities | | | 354 | |
Income taxes payable | | | 36 | |
Other current liabilities | | | 333 | |
Total current liabilities | | | 6,508 | |
Debt, net of current portion | | | 3,123 | |
Deferred income taxes, net of current portion | | | 601 | |
Long-term derivative liabilities | | | 479 | |
Long-term liabilities | | | 301 | |
Total liabilities not subject to compromise | | | 11,012 | |
Liabilities subject to compromise | | | 14,930 | |
Minority interests | | | 269 | |
Stockholders’ equity (deficit): | | | | |
Common stock | | | 1 | |
Additional paid-in capital | | | 3,268 | |
Additional paid-in capital, loaned shares | | | 117 | |
Additional paid-in capital, returnable shares | | | (117 | ) |
Accumulated deficit | | | (10,837 | ) |
Accumulated other comprehensive loss | | | (49 | ) |
Total stockholders’ deficit | | | (7,617 | ) |
Total liabilities and stockholders’ deficit | | $ | 18,594 | |
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)
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
For the Period from March 1, 2007, through March 31, 2007
1. Chapter 11 closures
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. In addition, on April 12, 2007, the U.S. Bankruptcy Court approved proposed language for a general “court-to-court” protocol governing relations between it and the Canadian Court, but conditioned effectiveness of the language on approval by both Bankruptcy Courts of a “claims specific” protocol detailing how certain disputed matters will be resolved. The protocol is intended to improve the administration of the cases by, among other things, preventing conflicting determinations (and resulting delays or litigations) with respect to claims asserted in both the U.S. and Canadian cases.
The Calpine Debtors are continuing to operate their business as debtors-in-possession and will continue to conduct business in the ordinary course under the protection of the Bankruptcy Courts. Generally, pursuant to automatic stay provisions under the Bankruptcy Code and orders (which currently extend through July 20, 2007) granted by the Canadian Court, while a plan or plans of reorganization (with respect to the U.S. Debtors) or arrangement (with respect to the Canadian Debtors) are developed, all actions to enforce or otherwise effect repayment of liabilities preceding the Petition Date as well as all pending litigation against the Calpine Debtors are stayed while the Calpine Debtors continue their business operations as debtors-in-possession.
As a result of our Chapter 11 filings and the other matters described herein, including uncertainties related to the fact that we have not yet had time to complete and obtain confirmation of a plan or plans of reorganization, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to maintain adequate cash on hand; (ii) our ability to generate cash from operations; (iii) the cost, duration and outcome of the restructuring process; (iv) our ability to comply with the terms of the DIP Facility and the adequate assurance provisions of the Cash Collateral Order; and (v) our ability to achieve profitability following a restructuring. These challenges are in addition to those operational and competitive challenges faced by us in connection with our business. In conjunction with our advisors, we are implementing strategies to aid our liquidity and our ability to continue as a going concern. However, there can be no assurance as to the success of such efforts.
On March 29, 2007, we completed the refinancing of our Original DIP Facility with our new $5.0 billion DIP Facility, and effectuated the repayment of approximately $2.5 billion of outstanding CalGen Secured Debt primarily with borrowings under the DIP Facility. The DIP Facility may be increased from $5.0 billion to $7.0 billion under certain circumstances, and may be converted to our exit financing once we have confirmed a plan or plans of reorganization. See Note 6 for further discussion of the DIP Facility and repayment of the CalGen Secured Debt.
Under the Bankruptcy Code, we have the exclusive right until June 20, 2007, to file a plan or plans of reorganization and the exclusive right until August 20, 2007, to solicit acceptance thereof, in each case allowing for the maximum period of time provided by the Bankruptcy Code. 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 connection with our restructuring activities, we have identified certain assets for potential divestiture. We are required to obtain U.S. Bankruptcy Court approval of sales of assets, subject to certain exceptions including with respect to de minimis assets. Such sales are subject in certain cases to U.S. Bankruptcy Court approved auction procedures.
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Index Definitions
On March 22, 2007, we completed the sale of substantially all of the assets of PSM, a designer, manufacturer and marketer of turbine and combustion components, to Alstom Power Inc. for approximately $242 million, plus the assumption by Alstom Power Inc. of certain liabilities. In connection with the sale, we entered into a parts supply and development agreement with PSM whereby we have committed to purchase turbine parts and other services totaling approximately $200 million over a five-year period. We have determined that the sale of PSM does not meet the criteria for discontinued operations due to our continuing involvement through the parts supply and development agreement; therefore, the results of operations for all periods prior to sale are included in our continuing operations. Additionally, we recorded a pre-tax gain of $135 million during March 2007 as the risks and other incidents of ownership were transferred to Alstom Power Inc.
On April 23, 2007, we entered into a purchase agreement with Cleco to sell our 50% ownership interest in Acadia PP, the owner of the Acadia Energy Center, a 1,212-MW natural gas-fired facility located near Eunice, Louisiana, for approximately $60 million. The sale price reflects the payment of $85 million in priority distributions due to Cleco in accordance with the limited liability company agreement of Acadia PP. The sale is subject to U.S. Bankruptcy Court approval of an auction process in which qualified bidders can make competing offers. Closing of the transaction is subject to certain additional conditions including receipt of any regulatory approvals. In connection with the proposed sale, we also entered into a settlement agreement with Cleco under which Cleco will receive an allowed unsecured claim against us in the amount of $85 million as a result of the rejection by CES of two long-term PPAs for the output of the Acadia Energy Center and our guarantee of those agreements. The auction process, sale and settlement agreement are subject to U.S. Bankruptcy Court approval. The expected sale and settlement agreement could result in reorganization items consisting of impairment charges and a provision for expected allowed claims totaling approximately $200 million, subject to adjustment for the results of the auction process.
Otay Mesa Energy Center, LLC Project Financing — On May 3, 2007, OMEC entered into a non-recourse project finance facility of $377 million to finance the construction of the Otay Mesa Energy Center, a 596-MW natural gas-fired power plant located in southern San Diego County, California. The project finance facility is structured as a construction loan, converting to a term loan upon commercial operation of the plant, and matures in April 2019. OMEC will also enter into a letter of credit facility to support certain project obligations. The facility is initially priced at LIBOR plus 1.5%. OMEC will be required to enter into interest rate swap agreements for at least 90% of the construction loan and 100% of the term loan through the maturity date.
We have also entered into a ground sublease and easement agreement with SDG&E which, among other things, provides for a put option by OMEC to sell, and a call option by SDG&E to buy, the facility on the tenth anniversary of the commercial operation date, or upon earlier termination of the PPA, at predetermined prices subject to certain adjustments based on performance of the facility.
Reorganization Items — Reorganization items represent the direct and incremental costs related to our Chapter 11 cases, such as professional fees, pre-petition liability claim adjustments and losses that are probable and can be estimated, net of interest income earned on accumulated cash during the Chapter 11 process and gains on the sale of assets related to our restructuring activities. Our restructuring activities will likely result in additional charges for expected allowed claims, asset impairments and other reorganization items that could be material to our financial position or results of operations in any given period. The table below lists the significant items within this category for the month ended March 31, 2007 (in millions).
13
Index Definitions
Provision for expected allowed claims(1) | | $ | 38 | |
Professional fees | | | 16 | |
Gains on asset sales, net of equipment impairments | | | (122 | ) |
DIP Facility financing and CalGen Secured Debt repayment costs | | | 160 | |
Interest (income) on accumulated cash | | | (3 | ) |
Other(2) | | | 22 | |
Total reorganization items | | $ | 111 | |
__________
(1) | Represents our estimate of the expected allowed claims related primarily to guarantees of subsidiary obligations and the rejection or repudiation of leases and other executory contracts. |
(2) | Other reorganization items consist primarily of adjustments for foreign exchange rate changes on LSTC denominated in a foreign currency and governed by foreign law and employee severance and incentive costs. |
Liabilities Subject to Compromise
The amounts of LSTC at March 31, 2007, consisted of the following (in millions):
Provision for expected allowed claims(1) | | $ | 6,002 | |
Second Priority Debt(2) | | | 3,672 | |
Unsecured senior notes | | | 1,880 | |
Convertible notes | | | 1,824 | |
Notes payable and other liabilities – related party | | | 1,078 | |
Accounts payable and accrued liabilities | | | 474 | |
Total liabilities subject to compromise | | $ | 14,930 | |
__________
(1) | A significant portion of the provision for expected allowed claims represents our estimate of the expected allowed claims for U.S. Debtor guarantees of debt issued by certain of our deconsolidated Canadian subsidiaries. Some of the guarantee exposures are redundant; however, we determined the duplicative guarantees were probable of being allowed into the claim pool by the U.S. Bankruptcy Court, although we reserve all of our rights with respect to defending against such duplicative claims. Additionally, the provision for expected allowed claims includes estimates of claim amounts resulting from the rejection or repudiation of leases and other executory contracts. |
(2) | 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 collateralizing the obligations owing in respect of the Second Priority Debt is less than, equals or exceeds the amount of these obligations. Therefore, in accordance with the applicable accounting standards, we have classified the Second Priority Debt as LSTC. |
Canadian Claims Settlement Agreements — In April 2007, we reached a preliminary settlement with an ad hoc committee of bondholders related to Calpine Corporation guarantees of bonds issued by one of our Canadian subsidiaries which, if approved by the Bankruptcy Courts and consummated, may allow us to reduce the provision for expected allowed claims in LSTC relating thereto by approximately $700 million. Also, in May 2007, we reached a preliminary settlement with certain of our Canadian subsidiaries that are applicants in the CCAA proceedings pending in Canada which, if approved by the Bankruptcy Courts, would resolve virtually all major cross-border disputes among the parties. Both settlement agreements are subject to execution of definitive documentation and, in addition to approval of the Bankruptcy Courts, are subject to approval by our board of directors and certain creditors.
14
Index Definitions
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 been segregated in the Consolidated Condensed Balance Sheet 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. Income, expenses and 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 2006 Form 10-K.
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. Per agreement among the Company, the Office of the U.S. Trustee and the Committee of Unsecured Creditors, the Statement of Cash Flows is excluded from Monthly Operating Statements except on a quarterly basis. See Schedule VIII for the Consolidated Statement of Cash Flows for the three months ended March 31, 2007.
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 loss of $37 million in March 2007, there was a $44 million unrealized loss, and we had a realized gain of $7 million. The realized gain included a non-cash gain of approximately $2 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 2006 Form 10-K for a summary of the accounting policies that we believe are significant to us.
15
Index Definitions
4. Recent Accounting Pronouncements
In June 2006, the FASB issued FIN No. 48 “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement 109.” FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognizing, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.
We adopted FIN 48 on January 1, 2007, as required. As of this date, we had an accrued liability of approximately $153 million related to uncertain tax positions, primarily related to federal, state and withholding taxes. Also included are estimated interest and penalties that we record to income tax expense. However, due to our ongoing Chapter 11 cases, some portion of this accrued amount may not be paid until we emerge from Chapter 11. There was no effect on the January 1, 2007, accumulated deficit balance as a result of the adoption of FIN 48. However, as a result of the adoption of FIN 48, we reduced our deferred tax assets by approximately $106 million. The decrease in the deferred tax assets was offset by an equal reduction in the related valuation allowance. In addition, future changes in the accrued liability for uncertain tax positions are not expected to impact our effective tax rate due to the existence of the valuation allowances.
The IRS completed its field examination of our U.S. income tax returns for the 1999 through 2002 tax years. The Joint Committee on Taxation is currently reviewing the examination report and we expect the audit to be concluded during 2007. At that time, the 1999 through 2002 tax years will be effectively closed. We do not believe the examination will result in a material impact on our Consolidated Condensed Financial Statements. The 2003 through 2006 tax years are still subject to IRS examination. Due to significant NOLs incurred in these years, any IRS adjustment of these returns would likely result in a reduction of the deferred tax assets already subject to valuation allowances rather than a cash payment of taxes.
We are currently under examination in various states in which we operate. We anticipate that any state tax assessment will not have a material impact on our Consolidated Condensed Financial Statements. Following the deconsolidation of our Canadian and other foreign subsidiaries as of the Petition Date, we do not expect to incur any additional foreign tax liability.
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.
SFAS No. 159
In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates with unrealized gains and losses on items for which the fair value option has been elected reported in earnings at each subsequent reporting date. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value nor does it eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted provided that the entity also elects to apply SFAS No. 157. We are currently assessing the impact this standard will have on our results of operations, cash flows and financial position.
16
Index Definitions
5. Cash and Cash Equivalents, Restricted Cash and Commodity 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, at least temporarily, to the operations of the respective projects. At March 31, 2007, $199 million of the cash and cash equivalents balance that was unrestricted 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 Balance Sheet and Statements of Cash Flows.
The table below represents the components of our consolidated restricted cash as of March 31, 2007, (in millions):
| | Current | | Non-Current | | Total | |
Debt service | | $ | 73 | | $ | 114 | | $ | 187 | |
Rent reserve | | | 19 | | | — | | | 19 | |
Construction/major maintenance | | | 84 | | | 30 | | | 114 | |
Security/project reserves | | | 70 | | | 32 | | | 102 | |
Collateralized letters of credit and other credit support | | | 20 | | | — | | | 20 | |
Other | | | 35 | | | 16 | | | 51 | |
Total | | $ | 301 | | $ | 192 | | $ | 493 | |
Of our restricted cash at March 31, 2007, $266 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. | | $ | 123 | |
Gilroy Energy Center, LLC | | | 29 | |
Rocky Mountain Energy Center, LLC | | | 29 | |
Riverside Energy Center, LLC | | | 40 | |
Calpine King City Cogen, LLC | | | 28 | |
Metcalf Energy Center, LLC | | | 13 | |
Power Contract Financing III, LLC | | | 4 | |
| | $ | 266 | |
Commodity Margin Deposits — As of March 31, 2007, to support commodity transactions, we had margin deposits with third parties of $334 million; we had a gas and power prepayment balance of $117 million; and had no letters of credit outstanding. Counterparties had deposited with us $7 million as margin deposits at March 31, 2007. 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.
6. DIP Facility
On March 29, 2007, we completed the refinancing of the Original DIP Facility with our new $5.0 billion DIP Facility. The DIP Facility consists of a $4.0 billion senior secured term loan and a $1.0 billion senior secured revolving credit facility
17
Index Definitions
together with an uncommitted term loan facility that permits us to raise up to $2.0 billion of incremental term loan funding on a senior secured basis with the same priority as the current debt under the DIP Facility. In addition, under the DIP Facility, the U.S. Debtors have the ability to provide liens to counterparties to secure potential indebtedness arising from commodity and hedging agreements. The DIP Facility is priced at LIBOR plus 2.25% or base rate plus 1.25% and matures on the earlier of the effective date of a confirmed plan or plans of reorganization or March 29, 2009. We have the option to convert the DIP Facility into our exit financing, provided certain conditions are met, which would extend the maturity date to March 29, 2014. We expect the effective date of our plan or plans of reorganization will be within the next twelve months; therefore, borrowings under the DIP Facility are classified as current at March 31, 2007. In addition to refinancing the Original DIP Facility, borrowings under the DIP Facility were applied on March 29, 2007, to the repayment of the $2.5 billion outstanding principal amount of CalGen Secured Debt (see “ — Repayment of CalGen Secured Debt” below). In connection with the DIP Facility, we incurred transaction costs of $52 million which are included in reorganization items.
The DIP Facility contains restrictions on the U.S. Debtors, including limiting their ability to, among other things: (i) incur additional indebtedness; (ii) create or incur liens to secure debt; (iii) lease, transfer or sell assets or use proceeds of permitted asset leases, transfers or sales; (iv) issue capital stock; (v) make investments; and (vi) conduct certain types of business.
Our ability to utilize the DIP Facility is subject to the DIP Order. Subject to the exceptions set forth in the DIP Order, the obligations of the U.S. Debtors under the DIP Facility are secured by (i) an allowed administrative expense claim in each of the loan parties’ Chapter 11 cases, (ii) a perfected first priority lien on, and security interest in, all present and after-acquired property of the U.S. Debtors not subject to a valid, perfected and non-avoidable lien in existence on the Petition Date or to a valid lien in existence on the Petition Date and subsequently perfected (excluding rights in avoidance actions), (iii) a perfected junior lien on, and security interest in, all present and after-acquired property of the U.S. Debtors that is otherwise subject to a valid, perfected and non-avoidable lien in existence on the Petition Date or a valid lien in existence on the Petition Date that is subsequently perfected and (iv) to the extent applicable, a perfected first priority priming lien on, and security interest in, all present and after-acquired property of the U.S. Debtors that is subject to the replacement liens granted pursuant to and under the Cash Collateral Order.
As of March 31, 2007, there was $4.0 billion outstanding under the term loan facility, nothing outstanding under the revolving credit facility, and $98 million of letters of credit were issued against the revolving credit facility.
Repayment of CalGen Secured Debt — On March 29, 2007, we repaid the approximately $2.5 billion outstanding principal amount of CalGen Secured Debt, primarily with borrowings under the DIP Facility term loan facility plus approximately $224 million of cash on hand at CalGen. To effectuate the repayment of the CalGen Secured Debt, the U.S. Debtors requested that the U.S. Bankruptcy Court allow the U.S. Debtors’ limited objection to claims filed by the holders of the CalGen Secured Debt. The U.S. Bankruptcy Court granted the U.S. Debtors’ limited objection in part, finding that the CalGen Secured Debt lenders were not entitled to a secured claim for a prepayment premium under the CalGen loan documents. However, the U.S. Bankruptcy Court granted the CalGen Secured Debt lenders an unsecured claim for damages. Specifically, the U.S. Bankruptcy Court held that (i) the holders of the CalGen First Lien Debt are entitled to an unsecured claim for damages in the amount of 2.5% of the outstanding principal, (ii) the holders of the CalGen Second Lien Debt are entitled to an unsecured claim for damages in the amount of 3.5% of the outstanding principal, and (iii) the holders of the CalGen Third Lien Debt are entitled to an unsecured claim for damages in the amount of 3.5% of the outstanding principal. As a result of the DIP Order and repayment of CalGen Secured Debt, we incurred charges of $32 million to write off the remaining unamortized discount and deferred financing costs and recorded $76 million as our estimate of the expected allowed claims resulting from the unsecured claims for damages granted to the holders of the CalGen Secured Debt. These charges are included in reorganization items on our Consolidated Condensed Statement of Operations for the month ended March 31, 2007. Both we and the holders of the CalGen Secured Debt have filed notices of appeal to the SDNY Court seeking review of the DIP Order. Although the CalGen Secured Debt lenders are also seeking interest on their claims at the default rate, the U.S. Bankruptcy Court concluded that a decision on default interest would be premature at this time. Accordingly, we have not accrued any default interest for the CalGen Secured Debt as of March 31, 2007. Under the CalGen Secured Debt agreements, the lenders could receive additional default interest of 1% on the CalGen Notes and 2% on the CalGen Term Loans from December 21, 2005, through March 29, 2007.
18
Index Definitions
SCHEDULE I
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
CONSOLIDATING CONDENSED BALANCE SHEET
(Unaudited)
(in millions)
March 31, 2007
| | U.S. Debtors | | Non-U.S. Debtors | | Eliminations | | Consolidated | |
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,385 | | $ | 120 | | $ | — | | $ | 1,505 | |
Accounts receivable, net | | | 37,673 | | | 2,517 | | | (39,448 | ) | | 742 | |
Inventories | | | 76 | | | 27 | | | — | | | 103 | |
Margin deposits and other prepaid expense | | | 472 | | | 41 | | | (11 | ) | | 502 | |
Restricted cash, current | | | 90 | | | 211 | | | — | | | 301 | |
Current derivative assets | | | 183 | | | 37 | | | — | | | 220 | |
Other current assets | | | 895 | | | 55 | | | (870 | ) | | 80 | |
Total current assets | | | 40,774 | | | 3,008 | | | (40,329 | ) | | 3,453 | |
Property, plant and equipment, net | | | 7,452 | | | 5,967 | | | — | | | 13,419 | |
Restricted cash, net of current portion | | | 45 | | | 147 | | | — | | | 192 | |
Investments | | | 9,418 | | | 9,768 | | | (19,019 | ) | | 167 | |
Long-term derivative assets | | | 275 | | | 65 | | | — | | | 340 | |
Other assets | | | 5,562 | | | 598 | | | (5,137 | ) | | 1,023 | |
Total assets | | $ | 63,526 | | $ | 19,553 | | $ | (64,485 | ) | $ | 18,594 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | $ | 637 | | $ | 1,587 | | $ | (1,658 | ) | $ | 566 | |
Accrued interest payable | | | 393 | | | 45 | | | (219 | ) | | 219 | |
Debt, current | | | 5,040 | | | 675 | | | (715 | ) | | 5,000 | |
Current derivative liabilities | | | 275 | | | 79 | | | — | | | 354 | |
Income taxes payable, current | | | 36 | | | — | | | — | | | 36 | |
Other current liabilities | | | 261 | | | 82 | | | (10 | ) | | 333 | |
Total current liabilities | | | 6,642 | | | 2,468 | | | (2,602 | ) | | 6,508 | |
Debt, net of current portion | | | 4,870 | | | 4,645 | | | (6,392 | ) | | 3,123 | |
Deferred income taxes, net of current portion | | | 359 | | | 242 | | | — | | | 601 | |
Long-term derivative liabilities | | | 385 | | | 94 | | | — | | | 479 | |
Long-term liabilities | | | 219 | | | 93 | | | (11 | ) | | 301 | |
Total liabilities not subject to compromise | | | 12,475 | | | 7,542 | | | (9,005 | ) | | 11,012 | |
Liabilities subject to compromise | | | 51,596 | | | — | | | (36,666 | ) | | 14,930 | |
Minority interests | | | — | | | — | | | 269 | | | 269 | |
Stockholders’ equity (deficit): | | | | | | | | | | | | | |
Common stock | | | 32 | | | 5 | | | (36 | ) | | 1 | |
Additional paid-in capital | | | 24,779 | | | 10,926 | | | (32,437 | ) | | 3,268 | |
Accumulated equity (deficit) | | | (25,311 | ) | | 1,084 | | | 13,390 | | | (10,837 | ) |
Accumulated other comprehensive loss | | | (45 | ) | | (4 | ) | | — | | | (49 | ) |
Total stockholders’ equity (deficit) | | | (545 | ) | | 12,011 | | | (19,083 | ) | | (7,617 | ) |
Total liabilities and stockholders’ equity (deficit) | | $ | 63,526 | | $ | 19,553 | | $ | (64,485 | ) | $ | 18,594 | |
| | | | | | | | | | | | | | |
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.
19
Index Definitions
SCHEDULE II
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(in millions)
For the Period from March 1, 2007 through March 31, 2007
| | U.S. Debtors | | Non-U.S. Debtors | | Eliminations | | Consolidated | |
Revenue: | | | | | | | | | | | | | |
Electricity and steam revenue | | $ | 577 | | $ | 132 | | $ | (305 | ) | $ | 404 | |
Sales of purchased power and gas for hedging and optimization | | | 467 | | | 7 | | | (324 | ) | | 150 | |
Mark-to-market activities, net | | | (34 | ) | | (3 | ) | | — | | | (37 | ) |
Other revenue | | | 62 | | | — | | | (44 | ) | | 18 | |
Total revenue | | | 1,072 | | | 136 | | | (673 | ) | | 535 | |
Cost of revenue: | | | | | | | | | | | | | |
Plant operating expense | | | 389 | | | 16 | | | (335 | ) | | 70 | |
Purchased power and gas expense for hedging and optimization | | | 107 | | | 45 | | | (12 | ) | | 140 | |
Fuel expense | | | 563 | | | 44 | | | (326 | ) | | 281 | |
Depreciation and amortization expense | | | 23 | | | 17 | | | — | | | 40 | |
Operating plant impairments | | | — | | | — | | | — | | | — | |
Operating lease expense | | | 5 | | | — | | | — | | | 5 | |
Other cost of revenue | | | 10 | | | 5 | | | — | | | 15 | |
Total cost of revenue | | | 1,097 | | | 127 | | | (673 | ) | | 551 | |
Gross profit (loss) | | | (25 | ) | | 9 | | | — | | | (16 | ) |
Equipment, development project and other impairments | | | 2 | | | — | | | — | | | 2 | |
Sales, general and administrative expense | | | 9 | | | 3 | | | — | | | 12 | |
Other operating expenses | | | 804 | | | 14 | | | (818 | ) | | — | |
Income (loss) from operations | | | (840 | ) | | (8 | ) | | 818 | | | (30 | ) |
Interest expense | | | 71 | | | 33 | | | (3 | ) | | 101 | |
Interest (income) | | | (7 | ) | | (3 | ) | | 3 | | | (7 | ) |
Minority interest expense | | | — | | | — | | | — | | | — | |
Other (income) expense, net | | | 22 | | | (26 | ) | | — | | | (4 | ) |
Income (loss) before reorganization items and provision (benefit) for income taxes | | | (926 | ) | | (12 | ) | | 818 | | | (120 | ) |
Reorganization items | | | 107 | | | 4 | | | — | | | 111 | |
Income (loss) before provision (benefit) for income taxes | | | (1,033 | ) | | (16 | ) | | 818 | | | (231 | ) |
Provision (benefit) for income taxes | | | (9 | ) | | (6 | ) | | — | | | (15 | ) |
Net income (loss) | | $ | (1,024 | ) | $ | (10 | ) | $ | 818 | | $ | (216 | ) |
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.
20
Index Definitions
SCHEDULE III
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
PAYROLL AND PAYROLL TAXES
(in thousands)
For the Period from March 1, 2007 through March 31, 2007
Gross Wages Paid**
| | Employee Payroll
Taxes Withheld* | | Employer Payroll
Taxes Remitted* |
$19,284 | | $5,164 | | $1,231 |
* | 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 March 2, 2007, March 9, 2007, March 16, 2007, March 23, 2007, and March 30, 2007. |
21
Index Definitions
SCHEDULE IV
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
FEDERAL, STATE AND LOCAL TAXES
COLLECTED, RECEIVED, DUE OR WITHHELD
(in thousands)
For the Period from March 1, 2007, through March 31, 2007
| | Amount
Withheld/Accrued | | Amount
Paid | |
Federal and state income taxes | | $ | (8,486 | ) | $ | — | |
State and local taxes: | | | | | | | |
Property | | | 5,067 | | | 2,259 | |
Sales and use | | | (992 | ) | | 1,172 | |
Franchise | | | 658 | | | 658 | |
Other | | | 20 | | | 20 | |
Total state and local taxes | | | 4,753 | | | 4,109 | |
Total taxes | | $ | (3,733 | ) | $ | 4,109 | |
22
Index Definitions
SCHEDULE V
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
DISBURSEMENTS BY DEBTOR
For the Month Ended March 31, 2007
(in dollars)
Legal Entity | Case Number | Disbursements | |
Amelia Energy Center, LP | 05-60223-BRL | $ | — | |
Anacapa Land Company, LLC | 05-60226-BRL | | 10,355 | |
Anderson Springs Energy Company | 05-60232-BRL | | — | |
Androscoggin Energy, Inc. | 05-60239-BRL | | — | |
Auburndale Peaker Energy Center, LLC | 05-60244-BRL | | 1,572 | |
Augusta Development Company, LLC | 05-60248-BRL | | — | |
Aviation Funding Corp. | 05-60252-BRL | | — | |
Baytown Energy Center, LP | 05-60255-BRL | | (7,810,232 | ) |
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 | | 885,604 | |
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 | | 47,564 | |
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 | | (1,196,946 | ) |
CalGen Project Equipment Finance Company Three, LLC | 05-60259-BRL | | 10,526 | |
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 | | 4,003,105 | |
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 | | — | |
Calpine Bethpage 3, LLC | 05-60342-BRL | | — | |
Calpine c*Power, Inc. | 05-60250-BRL | | — | |
Calpine CalGen Holdings, Inc. | 05-60352-BRL | | 40,010 | |
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 | | — | |
23
Index Definitions
Legal Entity | Case Number | Disbursements | |
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 | | 1,819,651 | |
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 | | 154,896 | |
Calpine Corporation | 05-60200-BRL | | 39,262,923 | |
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 | | 574,414 | |
Calpine Energy Holdings, Inc. | 05-60207-BRL | | — | |
Calpine Energy Services Holdings, Inc. | 05-60208-BRL | | — | |
Calpine Energy Services, L.P. | 05-60222-BRL | | 315,709,037 | |
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 | | 1,860,968 | |
Calpine Geysers Company, LP | 06-10939-BRL | | — | |
Calpine Gilroy 1, Inc. | 05-60240-BRL | | — | |
Calpine Gilroy 2, Inc. | 05-60241-BRL | | — | |
Calpine Gilroy Cogen, L.P. | 05-60243-BRL | | 99,779 | |
Calpine Global Services Company, Inc. | 05-60246-BRL | | — | |
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 | | 698,157 | |
Calpine Hidalgo Design, L.P. | 06-10039-BRL | | — | |
Calpine Hidalgo Energy Center, L.P. | 06-10029-BRL | | 8,064 | |
Calpine Hidalgo Holdings, Inc. | 06-10027-BRL | | — | |
24
Index Definitions
Legal Entity | Case Number | Disbursements | |
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 | | 2,501 | |
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 | | 120,209 | |
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 | | — | |
Calpine Oneta Power, L.P. | 05-60318-BRL | | 2,011,269 | |
Calpine Operating Services Company, Inc. | 05-60322-BRL | | 36,861,706 | |
Calpine Operations Management Company, Inc. | 05-60206-BRL | | 110 | |
Calpine Pastoria Holdings, LLC | 05-60302-BRL | | — | |
Calpine Philadelphia, Inc. | 05-60305-BRL | | 25,543 | |
Calpine Pittsburg, LLC | 05-60307-BRL | | 3,144 | |
Calpine Power Company | 05-60202-BRL | | 46,048 | |
Calpine Power Equipment LP | 05-60310-BRL | | — | |
Calpine Power Management, Inc. | 05-60319-BRL | | — | |
Calpine Power Management, LP | 05-60466-BRL | | 5,660 | |
Calpine Power Services, Inc. | 05-60323-BRL | | 254,540 | |
Calpine Power, Inc. | 05-60316-BRL | | — | |
Calpine PowerAmerica, Inc. | 05-60211-BRL | | — | |
Calpine PowerAmerica, LP | 05-60212-BRL | | 519,104 | |
Calpine PowerAmerica-CA, LLC | 05-60213-BRL | | 100,082 | |
Calpine PowerAmerica-CT, LLC | 05-60214-BRL | | — | |
Calpine PowerAmerica-MA, LLC | 05-60215-BRL | | — | |
Calpine PowerAmerica-ME, LLC | 05-60216-BRL | | — | |
25
Index Definitions
Legal Entity | Case Number | Disbursements | |
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 | | 9,217,999 | |
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 | | 3,309 | |
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 | | 12,768 | |
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 | | — | |
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 | | (12,601 | ) |
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 | | (6,317,400 | ) |
Channel Power GP, LLC | 05-60276-BRL | | — | |
Channel Power, LP | 05-60277-BRL | | — | |
Clear Lake Cogeneration Limited Partnership | 05-60278-BRL | | 74,540 | |
CogenAmerica Asia Inc. | 05-60372-BRL | | — | |
CogenAmerica Parlin Supply Corp. | 05-60383-BRL | | — | |
Columbia Energy LLC | 05-60440-BRL | | 3,019,416 | |
Corpus Christi Cogeneration L.P. | 05-60441-BRL | | (3,144,367 | ) |
CPN 3rd Turbine, Inc. | 05-60443-BRL | | — | |
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 | | 1,929 | |
CPN Cascade, Inc. | 05-60449-BRL | | — | |
26
Index Definitions
Legal Entity | Case Number | Disbursements | |
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 | | 338,247 | |
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 | | 3,144 | |
CPN Telephone Flat, Inc. | 05-60306-BRL | | 3,253 | |
Decatur Energy Center, LLC | 05-60313-BRL | | 1,249,993 | |
Deer Park Power GP, LLC | 05-60363-BRL | | — | |
Deer Park Power, LP | 05-60370-BRL | | — | �� |
Delta Energy Center, LLC | 05-60375-BRL | | 6,175,692 | |
Dighton Power Associates Limited Partnership | 05-60382-BRL | | — | |
East Altamont Energy Center, LLC | 05-60386-BRL | | 41 | |
Fond du Lac Energy Center, LLC | 05-60412-BRL | | — | |
Fontana Energy Center, LLC | 05-60335-BRL | | — | |
Freestone Power Generation LP | 05-60339-BRL | | 4,023,701 | |
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 | | 4,257,301 | |
Geysers Power I Company | 05-60389-BRL | | — | |
Goldendale Energy Center, LLC | 05-60390-BRL | | 1,462,165 | |
Hammond Energy LLC | 05-60393-BRL | | — | |
Hillabee Energy Center, LLC | 05-60394-BRL | | 34,579 | |
Idlewild Fuel Management Corp. | 05-60397-BRL | | — | |
JMC Bethpage, Inc. | 05-60362-BRL | | — | |
KIAC Partners | 05-60366-BRL | | 3,427,956 | |
Lake Wales Energy Center, LLC | 05-60369-BRL | | — | |
Lawrence Energy Center, LLC | 05-60371-BRL | | — | |
Lone Oak Energy Center, LLC | 05-60403-BRL | | — | |
Los Esteros Critical Energy Facility, LLC | 05-60404-BRL | | 567,633 | |
Los Medanos Energy Center LLC | 05-60405-BRL | | 2,000,930 | |
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 | | 6,855 | |
MEP Pleasant Hill, LLC | 05-60334-BRL | | — | |
Moapa Energy Center, LLC | 05-60337-BRL | | — | |
Mobile Energy L L C | 05-60344-BRL | | 3,407 | |
27
Index Definitions
Legal Entity | Case Number | Disbursements | |
Modoc Power, Inc. | 05-60346-BRL | $ | — | |
Morgan Energy Center, LLC | 05-60353-BRL | | 597,286 | |
Mount Hoffman Geothermal Company, L.P. | 05-60361-BRL | | — | |
Mt. Vernon Energy LLC | 05-60376-BRL | | — | |
NewSouth Energy LLC | 05-60381-BRL | | 3,239 | |
Nissequogue Cogen Partners | 05-60388-BRL | | 842,077 | |
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 | | 1,251,806 | |
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 | | 5,353,306 | |
Philadelphia Biogas Supply, Inc. | 05-60421-BRL | | — | |
Phipps Bend Energy Center, LLC | 05-60395-BRL | | — | |
Pine Bluff Energy, LLC | 05-60396-BRL | | 307,588 | |
Power Investors, L.L.C. | 05-60398-BRL | | — | |
Power Systems MFG., LLC | 05-60399-BRL | | 7,095,388 | |
Quintana Canada Holdings, LLC | 05-60400-BRL | | — | |
RockGen Energy LLC | 05-60401-BRL | | 1,756,960 | |
Rumford Power Associates Limited Partnership | 05-60467-BRL | | — | |
Russell City Energy Center, LLC | 05-60411-BRL | | 30,576 | |
San Joaquin Valley Energy Center, LLC | 05-60413-BRL | | 732 | |
Silverado Geothermal Resources, Inc. | 06-10198-BRL | | 97,473 | |
Skipanon Natural Gas, LLC | 05-60415-BRL | | — | |
South Point Energy Center, LLC | 05-60417-BRL | | 2,037,473 | |
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 | | 3,500 | |
Texas City Cogeneration, L.P. | 05-60434-BRL | | 190,367 | |
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 | | — | |
Tiverton Power Associates Limited Partnership | 05-60357-BRL | | — | |
Towantic Energy, L.L.C. | 05-60364-BRL | | 4,145 | |
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 | | 6,235 | |
| | | | |
TOTAL | | $ | 442,118,004 | |
28
Index Definitions
SCHEDULE VI
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
DEBTORS’ STATEMENT REGARDING INSURANCE POLICIES
For the Period from March 1, 2007, through March 31, 2007
All insurance policies are fully paid for the current period, including amounts owed for workers’ compensation and disability insurance.
29
Index Definitions
SCHEDULE VII
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(in millions)
For the Three Months Ended March 31, 2007
Revenue: | | | | |
Electricity and steam revenue | | $ | 1,275 | |
Sales of purchased power and gas for hedging and optimization | | | 368 | |
Mark-to-market activities, net | | | (60 | ) |
Other revenue | | | 32 | |
Total revenue | | | 1,615 | |
Cost of revenue: | | | | |
Plant operating expense | | | 168 | |
Purchased power and gas expense for hedging and optimization | | | 323 | |
Fuel expense | | | 885 | |
Depreciation and amortization expense | | | 118 | |
Operating plant impairments | | | — | |
Operating lease expense | | | 11 | |
Other cost of revenue | | | 43 | |
Total cost of revenue | | | 1,548 | |
Gross profit | | | 67 | |
Equipment, development project and other impairments | | | 2 | |
Sales, general and administrative expense | | | 40 | |
Other operating expense | | | 7 | |
Income from operations | | | 18 | |
Interest expense | | | 299 | |
Interest (income) | | | (17 | ) |
Minority interest expense | | | 2 | |
Other (income) expense, net | | | (1 | ) |
Loss before reorganization items and provision (benefit) for income taxes | | $ | (265 | ) |
Reorganization items | | | 105 | |
Loss before provision (benefit) for income taxes | | | (370 | ) |
Provision (benefit) for income taxes | | | 89 | |
Net loss | | $ | (459 | ) |
30
Index Definitions
SCHEDULE VIII
CALPINE CORPORATION
(Debtor-in-Possession)
CASE No. 05-60200 (Jointly Administered)
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
(in millions)
For the Three Months Ended March 31, 2007
Cash flows from operating activities: | | | | |
Net loss | | $ | (459 | ) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | |
Depreciation and amortization(1) | | | 143 | |
Impairment charges | | | 2 | |
Deferred income taxes, net | | | 89 | |
Mark-to-market activities, net | | | 60 | |
Non-cash derivative activities | | | 3 | |
Reorganization items | | | 63 | |
Other | | | (4 | ) |
Change in operating assets and liabilities, net of effects of acquisitions: | | | | |
Accounts receivable | | | (17 | ) |
Other assets | | | (151 | ) |
Accounts payable, liabilities subject to compromise and accrued expenses | | | 86 | |
Other liabilities | | | (47 | ) |
Net cash provided by (used in) operating activities | | | (232 | ) |
Cash flows from investing activities: | | | | |
Purchases of property, plant and equipment | | | (25 | ) |
Disposals of property, plant and equipment | | | 8 | |
Advances to joint ventures | | | (38 | ) |
Disposal of investments, turbines and power plants | | | 394 | |
Cash flows from derivatives not designated as hedges | | | 3 | |
Decrease in restricted cash | | | 125 | |
Other | | | 1 | |
Net cash provided by (used in) investing activities | | | 468 | |
31
Index Definitions
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS — (Continued)
(Unaudited)
(in millions)
Cash flows from financing activities: | | | | |
Repayments of notes payable and lines of credit | | $ | (88 | ) |
Borrowings from project financing | | | 15 | |
Repayments of project financing | | | (59 | ) |
Repayments on CalGen financing | | | (224 | ) |
DIP Facility borrowings | | | 614 | |
Repayments of DIP Facility | | | (8 | ) |
Redemptions of preferred interests | | | (4 | ) |
Financing costs | | | (53 | ) |
Other | | | (1 | ) |
Net cash provided by (used in) financing activities | | | 192 | |
Net increase in cash and cash equivalents | | | 428 | |
Cash and cash equivalents, beginning of period | | | 1,077 | |
Cash and cash equivalents, end of period | | $ | 1,505 | |
Cash paid (received) during the period for: | | | | |
Interest, net of amounts capitalized | | $ | 374 | |
Income taxes | | $ | 1 | |
Reorganization items included in operating activities, net of cash received | | $ | 31 | |
Reorganization items included in investing activities, net of cash received | | $ | (250 | ) |
Reorganization items included in financing activities, net of cash received | | $ | 52 | |
____________
Supplemental disclosure of non-cash investing and financing activities:
DIP Facility borrowings used to extinguish the Original DIP Facility principal ($989), CalGen Secured Debt principal ($2,390), and operating liabilities ($88) | | $ | 3,386 | |
Project financing ($159) and operating liabilities ($33) extinguished with sale of Aries Power Plant | | $ | 192 | |
Fair value of loaned common stock returned | | $ | 28 | |
Letter of credit draws under the CalGen Secured Debt, used for operating activities | | $ | 16 | |
Fair value of Metcalf cooperation agreement, with offsets to notes payable ($6) and operating liabilities ($6) | | $ | 12 | |
(1) | Includes depreciation and amortization that is also recorded in sales, general and administrative expense and interest expense. |
32
