UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2005
CALPINE GENERATING COMPANY, LLC
(A Delaware Limited Liability Company)
CALGEN FINANCE CORP.
(A Delaware Corporation)
(Exact name of registrant as specified in its charter)
(State of Other Jurisdiction of Incorporation)
Commission file number: 333-117335
I.R.S. Employer Identification No.
77-0555128
20-1162632
50 West San Fernando Street
San Jose, California 95113
Telephone: (408) 995-5115
(Address of principal executive offices and telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF ADDITIONAL REGISTRANTS
State of
Incorporation Commission I.R.S. Employer
Registrant or Organization File Number Identification Number
---------- --------------- ----------- ---------------------
CalGen Expansion Company, LLC Delaware 333-117335-39 77-0555127
Baytown Energy Center, LP Delaware 333-117335-38 77-0555135
Calpine Baytown Energy Center GP, LLC Delaware 333-117335-37 77-0555133
Calpine Baytown Energy Center LP, LLC Delaware 333-117335-36 77-0555138
Baytown Power GP, LLC Delaware 333-117335-35 86-1056699
Baytown Power, LP Delaware 333-117335-34 86-1056708
Carville Energy LLC Delaware 333-117335-33 36-4309608
Channel Energy Center, LP Delaware 333-117335-32 77-0555137
Calpine Channel Energy Center GP, LLC Delaware 333-117335-31 77-0555139
Calpine Channel Energy Center LP, LLC Delaware 333-117335-09 77-0555140
Channel Power GP, LLC Delaware 333-117335-08 86-1056758
Channel Power, LP Delaware 333-117335-07 86-1056755
Columbia Energy LLC Delaware 333-117335-06 36-4380154
Corpus Christi Cogeneration LP Delaware 333-117335-05 36-4337040
Nueces Bay Energy LLC Delaware 333-117335-04 36-4216016
Calpine Northbrook Southcoast Investors, LLC Delaware 333-117335-03 36-4337045
Calpine Corpus Christi Energy GP, LLC Delaware 333-117335-02 86-1056770
Calpine Corpus Christi Energy, LP Delaware 333-117335-30 86-1056497
Decatur Energy Center, LLC Delaware 333-117335-29 77-0555708
Delta Energy Center, LLC Delaware 333-117335-28 95-4812214
CalGen Project Equipment Finance Company Two, LLC Delaware 333-117335-27 77-0585399
Freestone Power Generation LP Texas 333-117335-26 76-0608559
Calpine Freestone, LLC Delaware 333-117335-25 77-0486738
CPN Freestone, LLC Delaware 333-117335-24 77-0545937
Calpine Freestone Energy GP, LLC Delaware 333-117335-23 86-1056713
Calpine Freestone Energy, LP Delaware 333-117335-22 86-1056720
Calpine Power Equipment LP Texas 333-117335-21 76-0645514
Los Medanos Energy Center, LLC Delaware 333-117335-20 77-0553164
CalGen Project Equipment Finance Company One, LLC Delaware 333-117335-19 77-0556245
Morgan Energy Center, LLC Delaware 333-117335-18 77-0555141
Pastoria Energy Facility L.L.C. Delaware 333-117335-17 77-0581976
Calpine Pastoria Holdings, LLC Delaware 333-117335-16 77-0559247
Calpine Oneta Power, L.P. Delaware 333-117335-15 75-2815392
Calpine Oneta Power I, LLC Delaware 333-117335-14 75-2815390
Calpine Oneta Power II, LLC Delaware 333-117335-13 75-2815394
Zion Energy LLC Delaware 333-117335-12 36-4330312
CalGen Project Equipment Finance Company Three LLC Delaware 333-117335-11 10-0008436
CalGen Equipment Finance Holdings, LLC Delaware 333-117335-10 77-0555519
CalGen Equipment Finance Company, LLC Delaware 333-117335-01 77-0555523
ITEM 4.02(a) -- NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
(a) On April 13, 2005, Registrant's Management, with the concurrence of its
Board of Directors, concluded that the Registrant was required to restate
earnings for the three and nine months ended September 30, 2004, to make a
correction to its financial statements due to an error in determining payments
for capacity due to the Registrant from Calpine Energy Services, L.P. ("CES")
under the Registrant's Index Based Gas Sale and Power Purchase Agreement and
WECC Fixed Price Gas Sale and Power Purchase Agreement with CES. The error
resulted in overstatements of the Registrant's 2004 billings and related
revenues, causing the Company to over-report revenues (and income) by
approximately $16.9 million during the period from March 23, 2004, until
September 30, 2004. Accordingly, our financial statements for these periods will
be restated and should no longer be relied upon. Certain of such restated
financial information has been included in Note 12 of the Notes to Consolidated
Financials in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2004, filed with the SEC on April 15, 2005 (the "Form 10-K"), and
full restated financial statements will be included in the Registrant's future
periodic reports filed with the SEC. This error had no impact on our Parent's
(Calpine's) financial statements because the revenue transactions between the
Company and CES are eliminated in consolidation on Calpine's books.
As a result of the above matter, we have concluded that we have a material
weakness as fully described in Item 9A of the Registrant's Form 10-K. The
information included in Item 9A of the Form 10-K is incorporated by reference
herein.
See the Registrant's Form 10-K for further information concerning this
matter.
The Registrant has discussed the matters described herein with
PricewaterhouseCoopers LLP, the Registrant's Independent Registered Public
Accounting Firm.
ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(b) Exhibits.
99.1 Item 9A. "Controls and Procedures" of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2004, filed with the
SEC on April 15, 2005
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 GENERATING COMPANY, LLC
CALGEN FINANCE CORP.
AND EACH OF THE REGISTRANTS LISTED IN THE
TABLE OF ADDITIONAL REGISTRANTS
By: /s/ Charles B. Clark, Jr.
------------------------------------
Charles B. Clark, Jr.
Senior Vice President, Controller and
Chief Accounting Officer
Date: April 19, 2005
Exhibit 99.1
Excerpt from Registrant's Annual Report on Form 10-K for the year ended
December 31, 2004, filed with the SEC on April 15, 2005.
Item 9A. Controls and Procedures.
The Company's Chief Executive Officer and Chief Financial Officer, based on
the evaluation of the Company's disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as
amended) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of December
31, 2004, have concluded that the Company's disclosure controls and procedures
were not effective to ensure the timely collection, evaluation and disclosure of
information relating to the Company that would potentially be subject to
disclosure under the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder because of the deficiency noted below.
In connection with the automation of its billing process, the Company
identified an error made in determining payments due from CES to the Company for
capacity pursuant to the Index Based Agreement and the Fixed Price Agreement.
The error caused the Company to over-report revenues by approximately $16.9
million from March 23, 2004, the date of the 2004 Refinancing, until September
30, 2004. This error had no impact on our Parent's (Calpine's) financial
statements because the revenue transactions between the Company and CES are
eliminated in consolidation on Calpine's books. However, because the amounts
involved are material to the Company, we have concluded that the error
constituted a material control weakness for the Company, requiring restatement
of the Company's financial statements for prior quarters in 2004. The cause of
the error and remedies underway to prevent a reoccurrence are described in
additional detail below. See also Note 12 to the Consolidated Financial
Statements. There were no other changes in the Company's internal controls over
financial reporting identified in connection with the evaluation required by
paragraph (d) of the Rule 13a-15 or Rule 15d-15 that have materially affected,
or are reasonably likely to materially affect, the internal controls over
financial reporting.
CalGen bills for its power sales and gas purchases under two agreements
between CalGen and CES: the Index Based Agreement and the Fixed Price Agreement.
Billings under these agreements include payments for fixed capacity fees and
variable energy and O&M fees for all of CalGen's power plants. Capacity charges
billed under the Fixed Price Agreement should have been deducted from amounts
used to calculate the charges under the Index Based Agreement; however, an error
occurred when capacity for two of our plants was inadvertently billed under both
agreements.
During 2004, much of CalGen's billing process was dependent upon manual
processes. Because of the complexity of the billing calculations and the
increased control risk posed by the manual nature of the billing process, CalGen
began an effort in late 2004 to automate its billing process. While implementing
the automated process, CalGen discovered the unintentional overstatements of its
2004 billings and related revenues. CalGen believes that the automation effort
now underway will address the control risks posed by the manual billing process.
The automation of the billing process is expected to be completed during 2005
and will include system based calculation of billings as well as established
procedures regarding access to and review and approval of the system-based
billing algorithms themselves. CalGen will also implement procedures requiring
additional analytical review and managerial approval of the monthly billings now
calculated manually and in the future to be calculated by its billing system.