-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A/VSvghDXzxFfq1zJnlYd/pbRsVcEVY4lUpyDck0BsJkaYCKAEQhajW7d6kjWboT UUmMIDHQF0M4QjkuB4Z2jg== 0000916457-06-000098.txt : 20060810 0000916457-06-000098.hdr.sgml : 20060810 20060809202851 ACCESSION NUMBER: 0000916457-06-000098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060430 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060810 DATE AS OF CHANGE: 20060809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 061019121 BUSINESS ADDRESS: STREET 1: 50 WEST SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089955115 MAIL ADDRESS: STREET 1: 50 W SAN FERNANDO STREET 2: SUITE 500 CITY: SAN JOSE STATE: CA ZIP: 95113 8-K 1 april2006.htm

 


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): August 10, 2006

CALPINE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

Commission File Number: 001-12079

I.R.S. Employer Identification Number: 77-0212977

 

50 West San Fernando Street

San Jose, California 95113

Telephone: (408) 995-5115

(Address of principal executive offices and telephone number)

 

Not applicable

(Former name or former address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

 


 

 

 

 

ITEM 7.01 — REGULATION FD DISCLOSURE

 

On August 10, 2006, Calpine Corporation (“Calpine” or the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed their unaudited consolidated Monthly Operating Statement for the month ended April 30, 2006 (the “Monthly Operating Statement”), with the United States Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”) in the matter of In re Calpine Corporation, et al., 05-60200 (BRL). Exhibit 99.1 to this Current Report on Form 8-K contains the unaudited consolidated Monthly Operating Statement as filed with the U.S. Bankruptcy Court.

 

The Monthly Operating Statement is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Bankruptcy Court. Certain of the Company’s Canadian subsidiaries were granted relief by the Court of Queen’s Bench of Alberta, Judicial District of Calgary (the “Canadian Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”). As a result, certain of the Company’s Canadian and other foreign subsidiaries were deconsolidated as of December 20, 2005. Financial information regarding such deconsolidated subsidiaries is not part of the consolidated group included in the Monthly Operating Statement. The financial information in the Monthly Operating Statement is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. The Company cautions readers not to place undue reliance upon the Monthly Operating Statement. There can be no assurance that such information is complete and the Monthly Operating Statement may be subject to revision. The Monthly Operating Statement is in a format required by the United States Bankruptcy Code (the “Bankruptcy Code”) and should not be used for investment purposes. The Monthly Operating Statement should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2005 Form 10-K and 2006 First Quarter Form 10-Q.

 

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 Company’s U.S. bankruptcy cases is available at www.kccllc.net/calpine. Certain information regarding the Company’s Canadian cases 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.

Forward-Looking Statements

 

In addition to historical information, this Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company uses words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will” and similar expressions to

 

1

 

 

identify forward-looking statements. Such statements include, among others, those concerning the Company’s expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risks and uncertainties associated with the Company’s U.S. and Canadian bankruptcy cases, including impact on operations; (ii) the Company’s ability to attract, retain and motivate key employees and successfully implement new strategies; (iii) the Company’s ability to successfully reorganize and emerge from bankruptcy; (iv) the Company’s ability to attract and retain customers and counterparties; (v) the Company’s ability to implement its business plan; (vi) financial results that may be volatile and may not reflect historical trends; (vii) the Company’s ability to manage liquidity needs and comply with financing obligations; (viii) the direct or indirect effects on the Company’s business of its impaired credit including increased cash collateral requirements; (ix) the expiration or termination of the Company’s PPAs and the related results on revenues; (x) potential volatility in earnings and requirements for cash collateral associated with the use of commodity contracts; (xi) price and supply of natural gas; (xii) risks associated with power project development, acquisition and construction activities; (xiii) unscheduled outages of operating plants; (xiv) factors that impact the output of the Company’s geothermal resources and generation facilities, including unusual or unexpected steam field well and pipeline maintenance and variables associated with the waste water injection projects that supply added water to the steam reservoir; (xv) quarterly and seasonal fluctuations of the Company’s results; (xvi) competition; (xvii) risks associated with marketing and selling power from plants in the evolving energy markets; (xviii) present and possible future claims, litigation and enforcement actions; (xix) effects of the application of laws or regulations, including changes in laws or regulations or the interpretation thereof; and (xx) other risks identified in this report and in the Company’s annual and quarterly reports on Forms 10-K and 10-Q. You should also carefully review other reports that the Company files with the SEC. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.

ITEM 9.01 — FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

 

 

(d)

Exhibits

 

99.1  Calpine Corporation’s Unaudited Monthly Operating Statement for the month ended April 30, 2006.

 

 

2

 

 

 

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, Controller and

Chief Accounting Officer

 

 

 

Date:  August 10, 2006                             

 

 

 

 

3

 

 

 

EXHIBIT INDEX

 

 

Exhibit

Number

 

 

Description

99.1

 

Calpine Corporation’s Unaudited Monthly Operating Statement for the month ended April 30, 2006.

 

 

4

 

 

 

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 APRIL 1, 2006, TO APRIL 30, 2006

 

DEBTORS’ ADDRESS:

50 West San Fernando Street, San Jose, California 95113

 

 

 

 

 

MONTHLY DISBURSEMENTS MADE BY CALPINE
CORPORATION, ET AL. AND ITS DEBTOR SUBSIDIARIES
(IN THOUSANDS):                                                                                     



$289,382

 

 

 

DEBTORS’ ATTORNEY:   

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 LOSS (IN THOUSANDS):

$274,224

 

 

 

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, Controller and Chief Accounting Officer

DATE: August 10, 2006                              

Calpine Corporation

 

 

5

 

 

 

DEFINITIONS

 

The following abbreviations contained herein have the meanings set forth below. Additionally, the terms “the Company,” “Calpine,” “we,” “us” and “our” refer to Calpine Corporation and its consolidated subsidiaries, unless the context clearly indicates otherwise. For clarification, such terms will not include the Canadian and other foreign subsidiaries that were deconsolidated as a result of the filings by the Canadian Debtors under the CCAA.

 

Abbreviation

 

Definition

 

 

 

2005 Form 10-K

 

Calpine Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006

 

 

 

2006 First Quarter

Form 10-Q

 

Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on July 3, 2006

 

 

 

APB

 

Accounting Principles Board                                                                                             

 

 

 

Bankruptcy Code

 

United States Bankruptcy Code

 

 

 

Bankruptcy Courts

 

The U.S. Bankruptcy Court and the Canadian Court

 

 

 

Calgary Energy Centre

 

Calgary Energy Centre Limited Partnership

 

 

 

Calpine Debtor(s)

 

The U.S. Debtors and the Canadian Debtors

 

 

 

Canadian Court

 

The Court of Queen’s Bench of Alberta, Judicial District of Calgary

 

 

 

Canadian Debtor(s)

 

The subsidiaries and affiliates of Calpine Corporation that have been granted creditor protection under the CCAA in the Canadian Court

 

 

 

Cash Collateral Order

 

Second Amended Final Order of the U.S. Bankruptcy Court Authorizing Use of Cash Collateral and Granting Adequate Protection, dated February 24, 2006, as modified by the Order Granting U.S. Debtors’ Motion for Entry of an Order pursuant to 11 U.S.C. Sections 105,361 and 105,363 modifying Order Authorizing Use of Cash Collateral and Granting Adequate Protection, dated June 21, 2006

 

 

 

CCAA

 

Companies’ Creditors Arrangement Act (Canada)

 

 

 

CDWR

 

California Department of Water Resources

 

 

 

CES-Canada

 

Calpine Energy Services Canada Partnership

 

 

 

Chapter 11

 

Chapter 11 of the Bankruptcy Code

 

 

 

DIG

 

Derivatives Implementation Group

 

 

 

DIP

 

Debtor-in-possession

 

 

6

 

 

 

Abbreviation

 

Definition

 

 

 

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, as amended thereafter from time to time

 

 

 

EITF

 

Emerging Issues Task Force

 

 

 

EPS                            

 

Earnings per share                                                                                                             

 

 

 

Exchange Act

 

United States Securities Exchange Act of 1934, as amended

 

 

 

FASB

 

Financial Accounting Standards Board

 

 

 

FERC

 

Federal Energy Regulatory Commission

 

 

 

First Priority Notes

 

Calpine Corporation’s 9 5/8% First Priority Senior Secured Notes Due 2014

 

 

 

First Priority Trustee

 

Until February 2, 2006, Wilmington Trust Company, as trustee, and from February 3, 2006, and thereafter, Law Debenture Trust Company of New York, as successor trustee, under the Indenture, dated as of September 30, 2004, with respect to the First Priority Notes

 

 

 

GAAP

 

Generally accepted accounting principles in the United States

 

 

 

GPC

 

Geysers Power Company, LLC

 

 

 

ISO

 

Independent System Operator

 

 

 

LSTC

 

Liabilities Subject to Compromise

 

 

 

MW

 

Megawatt(s)

 

 

 

NOL

 

Net operating loss

 

 

 

Non-Debtor(s)

 

The subsidiaries and affiliates of Calpine Corporation that are not Calpine Debtors

 

 

 

Non-U.S. Debtor(s)

 

The consolidated subsidiaries and affiliates of Calpine Corporation that are not U.S. Debtor(s)

 

 

 

PCF

 

Power Contract Financing, L.L.C.

 

 

 

PCF III

 

Power Contract Financing III, LLC

 

 

 

Petition Date

 

December 20, 2005

 

 

7

 

 

 

Abbreviation

 

Definition

 

 

 

PPA(s)

 

Power purchase agreement(s)

 

 

 

Rosetta

 

Rosetta Resources Inc.

 

 

 

SDNY Court

 

United States District Court for the Southern District of New York

 

 

 

SEC

 

United States Securities and Exchange Commission

 

 

 

Second Priority Debt

 

Calpine Corporation’s Second Priority 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, 9 7/8% Second Priority Senior Secured Notes Due 2011, and Senior Secured Term Loans Due 2007

 

 

 

Securities Act

 

United States Securities Act of 1933, as amended

 

 

 

SFAS

 

Statement of Financial Accounting Standards

 

 

 

SFAS No. 123-R

 

FASB Statement No. 123-R (As Amended), “Accounting for Stock-Based Compensation—Share-Based Payment”

 

 

 

SOP

 

Statement of Position

 

 

 

The Geysers Assets

 

19 geothermal power plant assets located in Geyserville, California

 

 

 

ULC I

 

Calpine Canada Energy Finance ULC

 

 

 

ULC II

 

Calpine Canada Energy Finance II ULC

 

 

 

U.S.

 

United States of America

 

 

 

U.S. Bankruptcy Court

 

United States Bankruptcy Court for the Southern District of New York

 

 

 

U.S. Debtor(s)

 

Calpine Corporation and each of its subsidiaries and affiliates that have filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court, which matters are being jointly administered in the U.S. Bankruptcy Court under the caption In re Calpine Corporation, et al., Case No. 05-60200 (BRL)

 

 

8

 

 

 

CALPINE CORPORATION

(Debtor-in-Possession)

Index to Consolidated Condensed Financial Statements and Schedules

 

 

 

 

Page

Financial Statements as of and for the Month Ended April 30, 2006:

 

Consolidated Condensed Statement of Operations

10

Consolidated Condensed Balance Sheet

11

Notes to Unaudited Consolidated Condensed Financial Statements

13

 

1.

Petition for Relief Under Chapter 11

13

 

2.

Basis of Presentation

15

 

3.

Summary of Significant Accounting Policies

16

 

4.

Recent Accounting Pronouncements

16

 

5.

Cash and Cash Equivalents, Restricted Cash and Margin Deposits

17

 

6.

Rejected Contracts and Related Matters

18

 

7.

Liabilities Subject to Compromise

20

 

8.

DIP Facility

21

 

9.

Reorganization Items

21

Schedules:          

 

 

Schedule I

Schedule of Consolidating Condensed Balance Sheet as of April 30, 2006

22

Schedule II

Schedule of Consolidating Condensed Statement of Operations for the Month
Ended April 30, 2006


24

Schedule III

Schedule of Payroll and Payroll Taxes

26

Schedule IV

Schedule of Federal, State and Local Taxes Collected, Received, Due or Withheld                     

27

Schedule V

Schedule of Total Disbursements by Debtor

28

Schedule VI

Insurance Statement

35

 

 

9

 

 

 

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

(in thousands)

For the period from April 1, 2006, through April 30, 2006

 

Revenue:                                                                                                                                            

 

 

 

 

Electricity and steam revenue

 

$

349,455

 

Transmission sales revenue

 

 

33

 

Sales of purchased power and gas for hedging and optimization

 

 

125,007

 

Mark-to-market activities, net

 

 

3,123

 

Other revenue

 

 

6,590

 

Total revenue

 

 

484,208

 

Cost of revenue:

 

 

 

 

Plant operating expense

 

 

54,455

 

Royalty expense

 

 

1,797

 

Transmission purchase expense

 

 

5,430

 

Purchased power and gas expense for hedging and optimization

 

 

105,265

 

Fuel expense

 

 

218,312

 

Depreciation and amortization expense

 

 

37,341

 

Operating lease expense

 

 

6,615

 

Other cost of revenue

 

 

5,100

 

Total cost of revenue

 

 

434,315

 

Gross profit

 

 

49,893

 

Project development expense

 

 

995

 

Research and development expense

 

 

1,087

 

Sales, general and administrative expense

 

 

12,685

 

Income (loss) from operations

 

 

35,126

 

Interest expense

 

 

102,891

 

Interest (income)

 

 

(9,095

)

Minority interest expense (income)

 

 

(139

)

Other (income) expense, net

 

 

(10,581

)

Loss before reorganization items and provision for income taxes

 

 

(47,950

)

Reorganization items

 

 

223,425

 

Loss before provision for income taxes

 

 

(271,375

)

Provision for income taxes

 

 

2,849

 

Net loss

 

$

(274,224

)

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

10

 

 

 

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED BALANCE SHEET

(Unaudited)

(in thousands)

April 30, 2006

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:                                                                                                                                   

 

 

 

 

Cash and cash equivalents

 

$

1,222,784

 

Accounts receivable, net

 

 

880,159

 

Margin deposits and other prepaid expense

 

 

337,107

 

Inventories

 

 

159,214

 

Restricted cash

 

 

762,475

 

Current derivative assets

 

 

295,818

 

Current assets held for sale

 

 

39,542

 

Other current assets

 

 

65,752

 

Total current assets

 

 

3,762,851

 

Restricted cash, net of current portion

 

 

196,309

 

Notes receivable, net of current portion

 

 

160,100

 

Project development costs

 

 

24,247

 

Investments

 

 

52,021

 

Deferred financing costs

 

 

194,280

 

Prepaid lease, net of current portion

 

 

352,917

 

Property, plant and equipment, net

 

 

14,437,693

 

Goodwill

 

 

45,160

 

Other intangible assets, net

 

 

52,874

 

Long-term derivative assets

 

 

615,603

 

Other assets

 

 

608,969

 

Total assets

 

$

20,503,024

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

 

11

 

 

 

CONSOLIDATED CONDENSED BALANCE SHEET — (Continued)

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

Current liabilities:                                                                                                                            

 

 

 

 

Accounts payable

 

$

492,630

 

Accrued payroll and related expense

 

 

43,463

 

Accrued interest payable

 

 

145,042

 

Income taxes payable

 

 

99,073

 

Notes payable and other borrowings, current portion

 

 

187,135

 

Preferred interests, current portion

 

 

8,877

 

Capital lease obligations, current portion

 

 

284,932

 

CCFC financing, current portion

 

 

783,125

 

CalGen financing, current portion

 

 

2,508,997

 

Construction/project financing, current portion

 

 

2,194,220

 

Senior notes and term loans, current portion

 

 

641,819

 

DIP Facility, current portion

 

 

3,500

 

Current derivative liabilities

 

 

443,472

 

Other current liabilities

 

 

304,080

 

Total current liabilities

 

 

8,140,365

 

Notes payable and other borrowings, net of current portion

 

 

468,558

 

Preferred interests, net of current portion

 

 

579,519

 

Capital lease obligations, net of current portion

 

 

2,908

 

Construction/project financing, net of current portion

 

 

189,748

 

DIP Facility, net of current portion

 

 

995,625

 

Deferred income taxes, net of current portion

 

 

375,161

 

Deferred revenue

 

 

137,964

 

Long-term derivative liabilities

 

 

799,053

 

Other liabilities

 

 

138,267

 

Total liabilities not subject to compromise

 

 

11,827,168

 

Liabilities subject to compromise

 

 

14,738,734

 

Commitments and contingencies

 

 

 

 

Minority interests

 

 

273,934

 

Stockholders’ equity (deficit):

 

 

 

 

Common stock

 

 

569

 

Additional paid-in capital

 

 

3,267,413

 

Additional paid-in capital, loaned shares

 

 

258,100

 

Additional paid-in capital, returnable shares

 

 

(258,100

)

Accumulated deficit

 

 

(9,476,826

)

Accumulated other comprehensive loss

 

 

(127,968

)

Total stockholders’ deficit

 

 

(6,336,812

)

Total liabilities and stockholders’ deficit

 

$

20,503,024

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

12

 

 

 

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

For the period from April 1, 2006, to April 30, 2006

1.  Petition for Relief Under Chapter 11

 

On December 20, 2005 and December 21, 2005, Calpine and 254 of its wholly owned subsidiaries in the United States filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court and, in Canada, 12 of its Canadian subsidiaries were granted relief in the Canadian Court under the CCAA, which, like Chapter 11, allows for reorganization under the protection of the court system. On December 27 and 29, 2005, January 8 and 9, 2006, February 3, 2006, and May 2, 2006, 19 additional wholly owned subsidiaries of Calpine commenced Chapter 11 cases in the U.S. Bankruptcy Court. The U.S. Bankruptcy Court has treated December 20, 2005 as the filing date for Calpine and its direct and indirect wholly owned subsidiaries that filed voluntary petitions at various dates in December 2005. Certain other subsidiaries could file in the U.S. or Canada in the future. The Chapter 11 cases of the U.S. Debtors are being jointly administered for procedural purposes only by the U.S. Bankruptcy Court under the case captioned In re Calpine Corporation et al., Case No. 05-60200 (BRL).

 

The Calpine Debtors are continuing to operate their business as debtors-in-possession under the jurisdiction of the Bankruptcy Courts and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the CCAA and applicable court orders, as well as other applicable laws and rules. In general, as debtors-in-possession, each of the Calpine Debtors is authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the applicable Bankruptcy Court.

 

On December 20, 2005, the U.S. Debtors entered into the $2.0 billion DIP Facility. On December 21, 2005, the U.S. Bankruptcy Court granted interim approval of the DIP Facility, but initially limited access under the DIP Facility to $500 million under the revolving credit facility. On January 26, 2006, the U.S. Bankruptcy Court entered a final order approving the DIP Facility and removing the limitation on our ability to borrow thereunder. On February 23, 2006, the DIP Facility was amended and restated and the term loans were funded. Deutsche Bank Securities Inc. and Credit Suisse were co-lead arrangers for the DIP Facility, which will remain in place until the earlier of an effective plan of reorganization or December 20, 2007. In connection with and as a condition to the closing, on February 3, 2006, we acquired ownership of The Geysers Assets, which had previously been leased pursuant to a leveraged lease. We used borrowings under the DIP Facility to pay a portion of the purchase price for The Geysers Assets. The DIP Facility is secured by first priority liens on all of the unencumbered assets of the U.S. Debtors, including The Geysers Assets, and junior liens on all of their encumbered assets. In addition, the DIP Facility was amended on May 3, 2006, to, among other things, provide us with extensions of time to provide certain financial information to the DIP Facility lenders, including financial statements for the year ended December 31, 2005, and for the quarter ended March 31, 2006. See Note 8 contained herein, Note 22 of the Notes to Consolidated Financial Statements contained in the 2005 Form 10-K and Note 6 of the Notes to Consolidated Condensed Financial Statements contained in the 2006 First Quarter Form 10-Q for further details regarding the DIP Facility.

 

In addition, the U.S. Bankruptcy Court approved cash collateral and adequate assurance stipulations in connection with the approval of the DIP Facility, which has allowed our business activities to continue to function. We have also sought and obtained U.S. Bankruptcy Court approval through our “first day” and subsequent motions to continue to pay critical vendors, meet our pre-petition and post-petition payroll obligations, maintain our cash management systems, collateralize certain of our gas supply contracts, enter into and collateralize trading contracts, pay our taxes, continue to provide employee benefits, maintain our insurance programs and implement an employee severance program, which has allowed us to continue to operate the existing business in the ordinary course. In addition, the U.S. Bankruptcy Court has approved certain trading notification and transfer procedures designed to allow us to restrict trading in our common stock (and related securities) which could negatively impact our accrued NOLs and other tax attributes, and granted us extensions of time to file and seek approval of a plan of reorganization and to assume or reject real property leases.

 

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Both the U.S. Bankruptcy Court and the Canadian Court have established August 1, 2006 as a bar date for filing proofs of claim against the U.S. Debtors’ estates and the Canadian Debtors’ estates, respectively (after the Canadian Court extended its original bar date of June 30, 2006, to August 1, 2006). Differences between amounts recorded by the Calpine Debtors and proofs of claim filed by the creditors will be investigated and resolved through the claims reconciliation process. Because of the number of creditors and claims, the claims reconciliation process may take considerable time to complete and the Company expects will continue after its emergence from bankruptcy. Accordingly, the ultimate number and amount of allowed claims is not presently known, nor can the ultimate recovery with respect to such allowed claims be presently determined. Notwithstanding the foregoing, we have recognized certain charges related to expected allowed claims.

 

Under the Bankruptcy Code, we have the right to assume, assume and assign, or reject certain executory contracts and unexpired leases, subject to the approval of the U.S. Bankruptcy Court and certain other conditions. Parties to executory contracts or unexpired leases rejected by a U.S. Debtor may file proofs of claim against that U.S. Debtor’s estate for damages and parties to executory contracts or unexpired leases that are assumed have an opportunity to assert cure amounts prior to such assumptions. Due to ongoing evaluation of contracts for assumption or rejection and the uncertain nature of many of the potential claims for damages, we cannot project the magnitude of these potential claims at this time. We had until July 18, 2006, to assume unexpired non-residential real property leases. Absent the consent of the applicable counterparty, such leases not assumed by that date are deemed rejected (except for U.S. Debtors filing after the Petition Date, which have a commensurately longer period of time). Accordingly, the Company entered into stipulations with counterparties extending the time to assume certain of such leases that the Company is still examining. All other non-assumed leases have been deemed rejected. Further, on July 12, 2006, the U.S. Bankruptcy Court approved the Company’s motion to extend the time for the Company to assume leases between U.S. Debtor-lessees and any affiliated lessors until the confirmation of a plan of reorganization of the applicable U.S. Debtor-lessee. Without an extension of time to assume, leases between U.S. Debtors and their affiliates would also have been deemed rejected if not assumed by July 18, 2006. See Note 6 for further discussion of significant contracts and leases for which we have received or are seeking approval to reject.

 

On April 11, 2006, the U.S. Bankruptcy Court granted our application for an extension of the period during which we have the exclusive right to file a reorganization plan or plans from April 20, 2006, to December 31, 2006, and granted us the exclusive right until March 31, 2007, to solicit acceptances of such plan or plans. Also on April 11, 2006, the U.S. Bankruptcy Court granted our application for the repayment of a portion of a loan we had extended to CPN Insurance Corporation, our wholly owned captive insurance subsidiary. The repayment of this loan facilitates our ability to continue to provide a portion of our insurance needs through our subsidiary and thus provides us additional flexibility to be able to continue to implement a favorable property insurance program.

 

By order dated May 10, 2006 (as well as successive orders implementing the May 10 order), the U.S. Bankruptcy Court approved our motion to repay the outstanding principal amount of First Priority Notes at par ($646.1 million) plus accrued and unpaid interest. The repayment orders provided that such repayment was without prejudice to rights of the holders of the First Priority Notes to pursue their demand for payment of a “make whole” premium they alleged to be due as a result of our repayment of First Priority Notes prior to their stated maturity. Pursuant to the U.S. Bankruptcy Court’s repayment orders, we completed the repayment of the First Priority Notes in June 2006. The First Priority Trustee appealed each of the repayment orders to the SDNY Court, and in addition, on May 5, 2006, the First Priority Trustee filed an adversary proceeding in the U.S. Bankruptcy Court on behalf of the holders of the First Priority Notes seeking a declaratory judgment on the merits of their demand for a “make whole” premium. On June 21, 2006, the U.S. Bankruptcy Court entered an order approving our request to extend the date by which we must answer or otherwise move with respect to the First Priority Trustee’s adversary proceeding until after the conclusion of the First Priority Trustee’s appeal to the SDNY Court of the U.S. Bankruptcy Court’s repayment orders. The First Priority Trustee then appealed the U.S. Bankruptcy Court’s June 21, 2006, order to the SDNY Court as well, and both appeals are pending. The SDNY Court will schedule briefing and argument of the appeals.

 

At this time, it is not possible to accurately predict the effects of the reorganization process on the business of the Calpine Debtors or if and when some or all of the Calpine Debtors may emerge from bankruptcy. The prospects for future results depend on the timely and successful development, confirmation and implementation of a plan or plans of

 

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reorganization. There can be no assurance that a successful plan or plans of reorganization will be proposed by the Calpine Debtors, supported by the Calpine Debtors’ creditors or confirmed by the Bankruptcy Courts, or that any such plan or plans will be consummated. The ultimate recovery, if any, that creditors and equity security holders receive will not be determined until confirmation of a plan or plans of reorganization. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy cases to the interests of each of the various creditor and equity or other security holder constituencies, and it is possible that the equity interests in or other securities issued by Calpine and the other Calpine Debtors will be restructured in a manner that will substantially reduce or eliminate any remaining value of such equity interests or other securities, or that certain creditors may ultimately receive little or no payment with respect to their claims. Whether or not a plan or plans of reorganization are approved, it is possible that the assets of any one or more of the Calpine Debtors may be liquidated.

 

As a result of our bankruptcy filings and the other matters described herein, including the uncertainties related to the fact that we have not yet had time to complete and have approved a plan 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 our DIP Facility agreement 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 working to design and implement strategies to ensure that we maintain adequate liquidity and will be able to continue as a going concern. However, there can be no assurance as to the success of such efforts.

 

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 sheets and classified as LSTC, at the estimated amount of allowed claims. Interest expense related to pre-petition LSTC has been reported only to the extent that it will be paid during the pendency of the bankruptcy cases or is expected to be an allowed claim. Liabilities not subject to compromise are separately classified as current or noncurrent. Expenses, provisions for losses resulting from reorganization and certain other items directly related to our bankruptcy cases are reported separately as reorganization expenses.

 

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 December 20, 2005. Financial information regarding such deconsolidated subsidiaries is not included with that of the consolidated group reported in the Monthly Operating Statement. The financial information in the Monthly Operating Statement is preliminary and unaudited and does not purport to show the financial statements of any of the U.S. Debtors in accordance with GAAP, and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. We caution readers not to place undue reliance upon the Monthly Operating Statement. There can be no assurance that such information is complete and the Monthly Operating Statement may be subject to revision. The Monthly Operating Statement is in a format required by the Bankruptcy Code and should not be used for investment purposes. The Monthly Operating Statement should be read in conjunction with the consolidated financial statements and notes thereto included in the 2005 Form 10-K and the 2006 First Quarter 10-Q.

 

The unaudited financial statements contained in the Monthly Operating Statement have been derived from the books and records of the Company. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP, and upon the application of such procedures, we believe that

 

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the financial information could be subject to changes, and these changes could be material. The information furnished in this Monthly Operating Statement includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for financial statements prepared in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

 

Mark-to-Market — Mark-to-market, net activity includes realized settlements of and unrealized mark-to-market gains and losses on both power and gas derivative instruments not designated as cash flow hedges, including those held for trading purposes. Gains and losses due to ineffectiveness on hedging instruments are also included in unrealized mark-to-market gains and losses. Trading activity is presented net in accordance with EITF Issue No. 02-03. Of the total mark-to-market revenue of $3.1 million in April 2006, there was $13.6 million of unrealized gains (mostly from open gas contracts), and we had a realized loss of $10.5 million. The realized loss included a non-cash gain of approximately $1.8 million from amortization of various items.

 

Per agreement among the Company, the Office of the U.S. Trustee and the Committee of Unsecured Creditors, the Statements of Cash Flows will be excluded from Monthly Operating Statements except on a quarterly basis.

 

3.  Summary of Significant Accounting Policies

 

See Note 2 “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in our 2005 Form 10-K and Note 1 “Basis of Presentation and Summary of Significant Accounting Policies” in the Notes to Consolidated Condensed Financial Statements included in the 2006 First Quarter Form 10-Q for a summary of the accounting policies that we believe are significant to us.

 

4.  Recent Accounting Pronouncements

 

SFAS No. 123-R

 

In December 2004, FASB issued SFAS No. 123-R, which requires a public company to use the fair value method of accounting for stock-based compensation. We adopted this standard as of January 1, 2006, and applied the modified prospective transition method. The modified prospective approach applies to the unvested portion of all awards granted prior to January 1, 2006, and to all prospective awards. Prior financial statements are not restated under this method.

 

SFAS No. 123-R also requires the cash flows resulting from the tax benefits that occur from estimated tax deductions in excess of the compensation cost recognized be presented as financing cash flows in the statement of cash flows. Prior to adopting this statement, we presented tax benefits from allowable deductions as operating cash flows in our Consolidated Condensed Statement of Cash Flows.

 

As we previously adopted the fair value method of accounting under SFAS No. 123 as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (“SFAS No. 123”) on January 1, 2003, the adoption of SFAS No. 123-R did not have a material impact on our results of operations, cash flows or financial position.

 

SFAS No. 154

 

In May 2005, FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” This statement replaces APB Opinion No. 20, “Accounting Changes,” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle. SFAS No. 154 is effective for fiscal years beginning after December 15, 2005. Adoption of this statement did not materially impact our consolidated results of operations, cash flows or financial position.

 

 

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FASB Interpretation No. 48

 

In June 2006, FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109.” FIN 48 addresses the recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early adoption permitted. We are currently assessing the impact this standard will have on our results of operations, cash flows and financial position.

 

5.  Cash and Cash Equivalents, Restricted Cash and Margin Deposits

 

Cash and Cash Equivalents — We have certain project finance facilities and lease agreements that establish segregated cash accounts. These accounts have been pledged as security in favor of the lenders to such project finance facilities, and the use of certain cash balances on deposit in such accounts with our project financed securities is limited to the operations of the respective projects. At April 30, 2006, $380.0 million of the cash and cash equivalents balance was subject to such project finance facilities and lease agreements.

 

Restricted Cash — We are required to maintain cash balances that are restricted by provisions of certain of our debt and lease agreements or by regulatory agencies. These amounts are held by depository banks in order to comply with the contractual provisions requiring reserves for payments such as for debt service, rent, major maintenance and debt repurchases. Funds that can be used to satisfy obligations due during the next twelve months are classified as current restricted cash, with the remainder classified as non-current restricted cash. Restricted cash is generally invested in accounts earning market rates; therefore the carrying value approximates fair value.

 

The table below represents the components of our consolidated restricted cash as of April 30, 2006, (in thousands):

 

 

 

Current

 

Non-Current

 

Total

 

Debt service

 

$

103,651

 

$

120,973

 

$

224,624

 

Rent reserve

 

 

13,374

 

 

 

 

13,374

 

Construction/major maintenance

 

 

83,406

 

 

37,683

 

 

121,089

 

Proceeds from asset sales

 

 

410,906

 

 

 

 

410,906

 

Collateralized letters of credit and other credit support

 

 

125,216

 

 

 

 

125,216

 

Other

 

 

25,922

 

 

37,653

 

 

63,575

 

Total

 

$

762,475

 

$

196,309

 

$

958,784

 

 

As part of a prior business acquisition, which included certain facilities subject to a pre-existing operating lease, we acquired certain restricted cash balances comprised of a portfolio of debt securities. This portfolio is classified as held-to-maturity because we have the intent and ability to hold the securities to maturity. The securities are held in escrow accounts to support operating activities of the leased facilities and consist of a $17.0 million debt security maturing in 2015 and a $7.4 million debt security maturing in 2023. This portfolio is stated at amortized cost, adjusted for amortization of premiums and accretion discounts to maturity.

 

Of our restricted cash at April 30, 2006, $254.1 million relates to the assets of the following entities, each an entity with its existence separate from us and our other subsidiaries (in millions).

 

 

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PCF

 

$

146.6

 

Gilroy Energy Center, LLC

 

 

39.2

 

Riverside Energy Center, LLC                                                                                                            

 

 

29.8

 

Rocky Mountain Energy Center, LLC

 

 

26.8

 

Calpine Northbrook Energy Marketing, LLC

 

 

3.7

 

Calpine King City Cogen, LLC

 

 

5.6

 

Calpine Fox LLC

 

 

1.0

 

PCF III

 

 

1.4

 

 

 

$

254.1

 

 

Margin Deposits — As of April 30, 2006, to support commodity transactions, we had margin deposits with third parties of $172.7 million, we made gas and power prepayments of $96.9 million, and had letters of credit outstanding of $5.6 million. Counterparties had deposited with us $18.2 million as margin deposits at April 30, 2006. We use margin deposits, prepayments and letters of credit as credit support for commodity procurement and risk management activities. Future cash collateral requirements may increase based on the extent of our involvement in standard contracts and movements in commodity prices and also based on our credit ratings and general perception of creditworthiness in this market. While we believe that we have adequate liquidity to support our operations at this time, it is difficult to predict future developments and the amount of credit support that we may need to provide as part of our business operations.

 

6.  Rejected Contracts and Related Matters

 

We continue to evaluate our executory contracts and those real property leases that are not subject to the July 18, 2006, assumption deadline (as described in Note 1) in order to determine which contracts will be assumed, assumed and assigned, or rejected. Once the evaluation is complete with respect to each particular contract or lease, the applicable U.S. Debtor will file the appropriate motion with the U.S. Bankruptcy Court seeking approval to assume, assume and assign, or reject the contract or lease. Pursuant to applicable orders of the U.S. Bankruptcy Court, if a U.S. Debtor seeks to reject a contract or lease, the contract or lease counterparties then have an opportunity to file objections. If an objection has been filed, the U.S. Bankruptcy Court will conduct a hearing to determine any matters raised by the objection. As of the date of this filing, the U.S. Debtors have identified the following significant contracts and leases to be rejected:

 

On December 21, 2005, we filed a motion with the U.S. Bankruptcy Court to reject eight PPAs and to enjoin FERC from asserting jurisdiction over the rejections. The U.S. Bankruptcy Court issued a temporary restraining order against FERC and set the matter for a hearing on January 5, 2006. Under most of the PPAs sought to be rejected, we are obligated to sell power at prices that are significantly lower than currently prevailing market prices. On December 29, 2005, certain counterparties to the various PPAs filed an action in the SDNY Court arguing that the U.S. Bankruptcy Court did not have jurisdiction over the dispute. On January 5, 2006, the SDNY Court entered an order that had the effect of transferring our motion seeking to reject the eight PPAs and our related request for an injunction against FERC to the SDNY Court from the U.S. Bankruptcy Court. Earlier, however, on December 19, 2005, CDWR, a counterparty to one of the eight PPAs, had filed a complaint with FERC seeking to obtain injunctive relief to prevent us from rejecting our PPA with CDWR and contending that FERC had exclusive jurisdiction over the matter. On January 3, 2006, FERC determined that it did not have exclusive jurisdiction, and that the matter could be heard by the U.S. Bankruptcy Court. However, despite the FERC ruling, on January 27, 2006, the SDNY Court determined that FERC had jurisdiction over whether the contracts could be rejected. We appealed the SDNY Court’s decision to the United States Court of Appeals for the Second Circuit. The appeal was heard on April 10, 2006 and we have not yet received a decision. We can not determine at this time whether the SDNY Court, the U.S. Bankruptcy Court or FERC will ultimately determine whether we may reject any or all of the eight PPAs, or when such determination will be made. In the meantime, three of the PPAs have been terminated by the applicable counterparties, and two of the PPAs are the subject of negotiated settlements. We continue to perform under the three PPAs that remain in effect. We can not presently determine the ultimate outcome of the pending court cases nor the market factors that will need to be considered

 

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in valuing the rejected contracts and therefore are unable to estimate the expected allowed claims related to these PPAs.

 

On February 6, 2006, we filed with the U.S. Bankruptcy Court, a notice of rejection of certain of our leases related to the Rumford Power Plant and the Tiverton Power Plant and noticed the proposed surrender of the two plants to their owner-lessor. The owner-lessor declined to take possession and control of the plants at that time and certain objections to the rejection notice and other opposing pleadings were filed by various interested parties. After negotiations with the indenture trustee related to the two leasehold properties, on May 18, 2006, we filed a motion with the U.S. Bankruptcy Court seeking approval of the terms and conditions of a transition agreement to be entered into between us, the indenture trustee and a receiver for certain assets of the owner-lessor to be appointed on a motion filed with the SDNY Court by the indenture trustee. A receiver was appointed by the SDNY Court on June 6, 2006, and on June 9, 2006, the U.S. Bankruptcy Court approved the transition agreement and the effective date of the rejection of the leases. On June 23, 2006, we closed the transaction contemplated in the transition agreement and the receiver now has possession and control of the Rumford and Tiverton power plants, as well as the ancillary assets related to the power plants transferred under the transition agreement. In connection with the lease rejections, we expect to record a non-cash charge of $234.6 million which includes our current estimate of the expected allowed claim related to the lease rejections, the write-off of prepaid lease expense and certain fees and expenses related to the transaction. The amount is expected to be reported as a reorganization item in the Company’s Consolidated Condensed Statements of Operations for the three and six months ended June 30, 2006, and the portion representing the expected allowed claim is expected to be included in liabilities subject to compromise in the Consolidated Condensed Balance Sheet at June 30, 2006.

 

In April 2006, we filed a notice of rejection relating to our office lease in Atlanta, Georgia. In May 2006, we filed a notice of rejection relating to our office lease in Dublin, California. The rejection of each of the foregoing leases has been approved by the U.S. Bankruptcy Court. In June 2006, we filed notices of rejection relating to our office lease and office sublease in Boston, Massachusetts and the seventh floor lease relating to our office in San Jose, California. The rejection of these leases has been approved by the U.S. Bankruptcy Court with the exception of the Boston office sublease. The counterparty to the Boston office sublease objected to the rejection in order to address the recovery of an associated security deposit. We are in negotiation with the counterparty regarding the security deposit.

 

On May 24, 2006, the U.S. Bankruptcy Court authorized the amendment and assumption of a steam agreement and related ground lease between Texas City Cogeneration, L.P. and Union Carbide Corporation and the amendment and assumption of a gas refinery agreement between Texas City and BP Products North America Inc.

 

On June 5, 2006, the U.S. Bankruptcy Court approved the Company’s motion to assume geothermal leases related to The Geysers Assets steam field operations and the Glass Mountain area, and the associated executory contracts, surface use agreements and site leases that allow the geothermal leases to be utilized to harness geothermal energy and operate these facilities. The geothermal leases combined with the operations at these facilities make up the core collateral for the DIP facility.

 

On June 21 and July 12, 2006, the U.S. Bankruptcy Court approved the Company’s motions to assume more than 60 natural gas pipeline leases and related real property licenses that support the Company’s pipelines across the country, covering more than 350 miles of both gathering and transmission pipelines. Assumption of these leases and licenses is intended to allow us to continue to transport gas to our customers, including Calpine affiliates.

 

On June 21 and July 12, 2006, the U.S. Bankruptcy Court approved the Company’s motion to assume more than 20 leases related to the operation of the Company’s power plants (e.g., ground leases, facilities leases, operating leases, warehouse leases, etc.). Assumption of these leases was intended to allow the Company to continue to operate these facilities.

 

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On July 12, 2006, the U.S. Bankruptcy Court approved motions to assume (or assume and assign) office leases in Folsom, California; Houston, Texas; Pasadena, Texas; San Jose, California; Boca Raton, Florida; Jupiter, Florida and Washington, D.C.

 

On July 12, 2006, the U.S. Bankruptcy Court approved the Company’s motion to assume approximately 130 oil and gas leases, to the extent that such leases are, in fact, leases of real property. Many of these oil and gas leases are the subject of an ongoing dispute with Rosetta stemming from the Company’s sale of domestic oil and gas assets to Rosetta in July 2005. By assuming these leases, we preserved our rights in the leases by avoiding the rejection of such leases on July 18, 2006.

 

In addition, during the course of the Chapter 11 cases the U.S. Debtors have determined that certain gas transportation contracts no longer provide any benefit to the U.S. Debtors or their estates. In certain instances, the U.S. Debtors have given notice to counterparties to these contracts that the U.S. Debtors will no longer accept or pay for service under such contracts. The Company believes that any claims resulting from the repudiation of these contracts will be treated as pre-petition general unsecured claims. Accordingly, the Company expects to record a non-cash charge of $308.8 million as its current estimate of the expected allowed claim related to the repudiation of these contracts. This charge is expected to be reported as a reorganization item in the Company’s Consolidated Condensed Statements of Operations for the three and six months ended June 30, 2006, and is expected to be included in liabilities subject to compromise in the Consolidated Condensed Balance Sheet at June 30, 2006.

 

7.  Liabilities Subject to Compromise

 

The claims bar dates—the dates by which claims against the Calpine Debtors must be filed with the applicable Bankruptcy Court—have been set for August 1, 2006 by each of the Bankruptcy Courts. Accordingly, not all potential claims would have been filed as of April 30, 2006, and we expect that additional claims will be filed against us prior to the claims bar dates.

 

The amounts of LSTC at April 30, 2006 consisted of the following (in millions):

 

Accounts payable and accrued liabilities

 

$

412.6

 

Terminated derivative liabilities

 

 

295.7

 

Project financing                                                                                                                                   

 

 

164.0

 

Convertible notes

 

 

1,823.5

 

Second priority senior secured notes(1)

 

 

3,671.9

 

Unsecured senior notes

 

 

1,880.0

 

Notes payable and other liabilities – related party

 

 

1,133.2

 

Provision for allowed claims(2)

 

 

5,357.8

 

Total liabilities subject to compromise

 

$

14,738.7

 

__________

 

(1)

We have not made, and currently do not propose to make, an affirmative determination whether our Second Priority Debt is fully secured or under-secured. We do, however, believe that there is uncertainty about whether the market value of the assets securing the obligations owing in respect of the Second Priority Debt is less than, equals or exceeds the amount of these obligations. Accordingly, we have classified the Second Priority Debt as “liabilities subject to compromise.”

 

(2)

Consists primarily of estimated allowed claims related to guarantees by Calpine Corporation of repayment of unsecured senior notes (original principal amount of $2,597.2 million) for two wholly owned finance subsidiaries of the Company, ULC I and ULC II. The amounts outstanding to unrelated security holders had been reduced to $1,943.0 million at December 31, 2005, due to repurchases of such senior notes. However, some of the repurchased notes are held by certain of the Company’s Canadian subsidiaries and are expected to give rise to allowed claims by these subsidiaries under the

 

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above guarantees. Additionally, there is a guarantee by Calpine Corporation of the obligations of its wholly owned subsidiary, Quintana Canada Holdings, LLC, under certain subscription agreements with ULC I, under which claims may be asserted for the same amounts sought under the Calpine Corporation guarantees of the ULC I notes. Although the expected claims are redundant relative to the underlying exposure to unrelated security holders, the Company determined that these duplicative claims were probable of being allowed into the claim pool by the U.S. Bankruptcy Court, although the U.S. Debtors fully reserve their rights in this regard.

 

8.  DIP Facility

 

On December 20, 2005, Calpine Corporation, as borrower, entered into the DIP Facility with Deutsche Bank Securities, Inc. and Credit Suisse, as joint syndication agents, Deutsche Bank Trust Company Americas as administrative agent for the first priority lenders and Credit Suisse as administrative agent for the second priority lenders. The DIP Facility is guaranteed by each of the other U.S. Debtors. On January 26, 2006, the U.S. Bankruptcy Court granted final approval of the DIP Facility, and on February 23, 2006, the DIP Facility was amended and restated and the term loans were funded. On May 3, 2006, the DIP Facility was further amended.

 

Pursuant to the DIP Facility, and applicable orders of the U.S. Bankruptcy Court, the lenders have made available to Calpine up to $2 billion comprising of a $1 billion revolving loan and letter of credit facility, a $400 million first priority term loan facility and a $600 million second priority term loan facility. The proceeds of borrowings and letters of credit issued under the DIP Facility will be used, among other things, for working capital and other general corporate purposes. A portion of the borrowings under the revolving loan facility in February 2006 were used to fund a portion of the costs in connection with the purchase of The Geysers Assets. In May 2006 and June 2006, a portion of the funds drawn under the term loan facilities, together with approximately $409 million of restricted cash, plus related interest thereon, were used to repay $646.1 million of the First Priority Notes. During the month of April 2006, there were no amounts outstanding under the revolving loan facility; however, approximately $3.0 million of letters of credit were issued against the revolving loan facility. Accordingly, at April 30, 2006, there was $999.1 million outstanding under the term loan facilities, nothing outstanding under the revolving loan facility and $3.0 million of letters of credit issued against the revolving loan facility. At June 30, 2006, there was $998.3 million outstanding under the term loan facilities as a result of the June repayment of $875,000 of the amounts outstanding under the first priority term loan, plus the related interest. Also at June 30, 2006, there were no amounts outstanding under the revolving loan facility; however, approximately $11.7 million of letters of credit had been issued against the revolving loan facility.

 

See Note 22 of the Notes to Consolidated Financial Statements included in the 2005 Form 10-K and Note 6 of the Notes to Consolidated Condensed Financial Statements included in the 2006 First Quarter Form 10-Q for further discussion of the DIP Facility.

 

9.  Reorganization Items

 

Reorganization items represent the direct and incremental costs of being in bankruptcy, such as professional fees, pre-petition liability claim adjustments related to terminated contracts that are probable and can be estimated and charges related to expected allowed claims.

 

The table below lists the significant items recognized within this category for the month ended April 30, 2006 (in millions)

 

Provision for allowed claims

 

$

55.1

 

Loss on terminated contracts, net

 

 

158.7

 

Professional fees

 

 

9.6

 

Total reorganization items

 

$

223.4

 

 

See Note 4 of the Notes to Consolidated Financial Statements included in our 2005 Form 10-K for a discussion of the Reorganization items.

 

21

 

 

 

Schedule I

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED BALANCE SHEET

(Unaudited)

(in thousands)

April 30, 2006

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:                                                         

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

972,913

 

$

249,871

 

$

 

$

1,222,784

 

Accounts receivable, net

 

 

723,307

 

 

156,852

 

 

 

 

880,159

 

Accounts receivable (payable) from
affiliates, net

 

 

38,921,027

 

 

2,931,683

 

 

(41,852,710

)

 

 

Margin deposits and other prepaid expense

 

 

287,570

 

 

52,276

 

 

(2,739

)

 

337,107

 

Inventories

 

 

132,741

 

 

26,473

 

 

 

 

159,214

 

Restricted cash

 

 

611,225

 

 

151,250

 

 

 

 

762,475

 

Current derivative assets

 

 

206,024

 

 

89,794

 

 

 

 

295,818

 

Current assets held for sale

 

 

39,542

 

 

 

 

 

 

39,542

 

Other current assets

 

 

937,002

 

 

32,131

 

 

(903,381

)

 

65,752

 

Total current assets

 

 

42,831,351

 

 

3,690,330

 

 

(42,758,830

)

 

3,762,851

 

Restricted cash, net of current portion

 

 

54,907

 

 

141,402

 

 

 

 

196,309

 

Notes receivable, net of current portion

 

 

158,388

 

 

1,712

 

 

 

 

160,100

 

Notes receivable from affiliates,
net of current portion

 

 

4,157,472

 

 

48,766

 

 

(4,206,238

)

 

 

Project development costs

 

 

24,247

 

 

 

 

 

 

24,247

 

Investments

 

 

11,997,919

 

 

9,243,502

 

 

(21,189,400

)

 

52,021

 

Deferred financing costs

 

 

61,662

 

 

132,618

 

 

 

 

194,280

 

Prepaid lease, net of current portion

 

 

352,320

 

 

597

 

 

 

 

352,917

 

Property, plant and equipment, net

 

 

8,162,344

 

 

6,276,228

 

 

(879

)

 

14,437,693

 

Goodwill

 

 

45,160

 

 

 

 

 

 

45,160

 

Other intangible assets, net

 

 

16,017

 

 

36,857

 

 

 

 

52,874

 

Long-term derivative assets

 

 

498,534

 

 

117,069

 

 

 

 

615,603

 

Other assets

 

 

268,546

 

 

352,851

 

 

(12,428

)

 

608,969

 

Intercompany

 

 

521,564

 

 

69,874

 

 

(591,438

)

 

 

Total assets

 

$

69,150,431

 

$

20,111,806

 

$

(68,759,213

)

$

20,503,024

 

 

 

22

 

 

 

CONSOLIDATING CONDENSED BALANCE SHEET — (Continued)

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

LIABILITIES AND

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:                                                   

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

532,250

 

$

2,111,778

 

$

(2,151,398

)

$

492,630

 

Accrued payroll and related expense

 

 

42,052

 

 

1,411

 

 

 

 

43,463

 

Accrued interest payable

 

 

306,097

 

 

69,535

 

 

(230,590

)

 

145,042

 

Income taxes payable

 

 

99,073

 

 

 

 

 

 

99,073

 

Notes payable and other borrowings, current portion

 

 

743,788

 

 

178,193

 

 

(734,846

)

 

187,135

 

Preferred interests, current portion

 

 

 

 

8,877

 

 

 

 

8,877

 

Capital lease obligations, current portion

 

 

189,747

 

 

96,846

 

 

(1,661

)

 

284,932

 

CCFC financing, current portion

 

 

 

 

783,125

 

 

 

 

783,125

 

CalGen financing, current portion

 

 

2,508,997

 

 

 

 

 

 

2,508,997

 

Construction/project financing, current portion

 

 

386,638

 

 

1,807,582

 

 

 

 

2,194,220

 

Senior notes and term loans, current portion

 

 

641,819

 

 

 

 

 

 

641,819

 

DIP Facility, current portion

 

 

3,500

 

 

 

 

 

 

3,500

 

Current derivative liabilities

 

 

336,019

 

 

107,453

 

 

 

 

443,472

 

Other current liabilities

 

 

189,282

 

 

116,905

 

 

(2,107

)

 

304,080

 

Total current liabilities

 

 

5,979,262

 

 

5,281,705

 

 

(3,120,602

)

 

8,140,365

 

Notes payable and other borrowings,
net of current portion

 

 

4,117,237

 

 

2,107,369

 

 

(5,756,048

)

 

468,558

 

Preferred interests, net of current portion

 

 

 

 

579,519

 

 

 

 

579,519

 

Capital lease obligations, net of current portion

 

 

318,199

 

 

2,448

 

 

(317,739

)

 

2,908

 

Construction/project financing,
net of current portion

 

 

 

 

189,748

 

 

 

 

189,748

 

DIP Facility, net of current portion

 

 

995,625

 

 

 

 

 

 

995,625

 

Deferred income taxes, net of current portion

 

 

129,425

 

 

245,736

 

 

 

 

375,161

 

Deferred revenue

 

 

129,890

 

 

21,380

 

 

(13,306

)

 

137,964

 

Long-term derivative liabilities

 

 

642,231

 

 

156,822

 

 

 

 

799,053

 

Other liabilities

 

 

108,688

 

 

29,584

 

 

(5

)

 

138,267

 

Total liabilities not subject to compromise

 

 

12,420,557

 

 

8,614,311

 

 

(9,207,700

)

 

11,827,168

 

Liabilities subject to compromise

 

 

53,321,733

 

 

240

 

 

(38,583,239

)

 

14,738,734

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interests

 

 

273,934

 

 

 

 

 

 

273,934

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

31,567

 

 

5,097

 

 

(36,095

)

 

569

 

Additional paid-in capital

 

 

25,731,547

 

 

10,787,658

 

 

(33,251,792

)

 

3,267,413

 

Accumulated deficit

 

 

(22,470,055

)

 

717,299

 

 

12,275,930

 

 

(9,476,826

)

Accumulated other comprehensive loss

 

 

(158,852

)

 

(12,799

)

 

43,683

 

 

(127,968

)

Total stockholders’ deficit

 

 

3,134,207

 

 

11,497,255

 

 

(20,968,274

)

 

(6,336,812

)

Total liabilities and stockholders’ deficit

 

$

69,150,431

 

$

20,111,806

 

$

(68,759,213

)

$

20,503,024

 

 

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.

 

 

23

 

 

 

Schedule II

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

(in thousands)

For the Period from April 1, 2006, to April 30, 2006

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

Revenue:                                                                

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity and steam revenue

 

$

467,234

 

$

192,920

 

$

(310,699

)

$

349,455

 

Transmission sales revenue

 

 

33

 

 

 

 

 

 

33

 

Sales of purchased power and gas
for hedging and optimization

 

 

376,398

 

 

10,318

 

 

(261,709

)

 

125,007

 

Mark-to-market activities, net

 

 

1,588

 

 

1,535

 

 

 

 

3,123

 

Other revenue from operations

 

 

42,686

 

 

1,127

 

 

(37,223

)

 

6,590

 

Total revenue

 

 

887,939

 

 

205,900

 

 

(609,631

)

 

484,208

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Plant operating expense

 

 

378,576

 

 

15,883

 

 

(340,004

)

 

54,455

 

Royalty expense

 

 

1,797

 

 

 

 

 

 

1,797

 

Transmission purchase expense

 

 

2,462

 

 

2,968

 

 

 

 

5,430

 

Purchased power and gas expense
for hedging and optimization

 

 

72,884

 

 

39,332

 

 

(6,951

)

 

105,265

 

Fuel expense

 

 

404,145

 

 

76,865

 

 

(262,698

)

 

218,312

 

Depreciation and amortization expense

 

 

17,146

 

 

20,197

 

 

(2

)

 

37,341

 

Operating plant impairments

 

 

 

 

 

 

 

 

 

Operating lease expense

 

 

6,615

 

 

 

 

 

 

6,615

 

Other cost of revenue

 

 

2,861

 

 

2,239

 

 

 

 

5,100

 

Total cost of revenue

 

 

886,486

 

 

157,484

 

 

(609,655

)

 

434,315

 

Gross profit

 

 

1,453

 

 

48,416

 

 

24

 

 

49,893

 

(Income) from unconsolidated investments

 

 

939,410

 

 

9,095

 

 

(948,505

)

 

 

Project development expense

 

 

791

 

 

204

 

 

 

 

995

 

Research and development expense

 

 

1,087

 

 

 

 

 

 

1,087

 

Sales, general and administrative expense

 

 

9,657

 

 

3,028

 

 

 

 

12,685

 

Income (loss) from operations

 

 

(949,492

)

 

36,089

 

 

948,529

 

 

35,126

 

Interest expense

 

 

72,557

 

 

34,690

 

 

(4,356

)

 

102,891

 

Interest (income)

 

 

(10,981

)

 

(2,470

)

 

4,356

 

 

(9,095

)

Minority interest expense

 

 

(139

)

 

 

 

 

 

(139

)

Other (income) expense, net

 

 

(13,094

)

 

2,489

 

 

24

 

 

(10,581

)

Loss before reorganization items and provision
(benefit) for income taxes

 

 

(997,835

)

 

1,380

 

 

948,505

 

 

(47,950

)

 

 

24

 

 

 

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS — (Continued)

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

Reorganization items

 

$

223,425

 

$

 

$

 

$

223,425

 

Loss before provision (benefit) for income taxes

 

 

(1,221,260

)

 

1,380

 

 

948,505

 

 

(271,375

)

Provision (benefit) for income taxes

 

 

2,866

 

 

(17

)

 

 

 

2,849

 

Net loss                                                      

 

$

(1,224,126

)

$

1,397

 

$

948,505

 

$

(274,224

)

 

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.

 

 

25

 

 

 

Schedule III

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

SCHEDULE OF PAYROLL AND PAYROLL TAXES

(in thousands)

For the Period from April 1, 2006, to April 30, 2006

 

 

Gross Wages Paid**

 

Employee Payroll
Taxes Withheld*

 

Employer Payroll
Taxes Remitted*

$19,407

 

$5,056

 

$1,534

 

 

*

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 April 7, 2006, April 14, 2006, April 21, 2006, and April 28, 2006.

 

26

 

 

 

Schedule IV

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

SCHEDULE OF FEDERAL, STATE AND LOCAL TAXES

COLLECTED, RECEIVED, DUE OR WITHHELD

(in thousands)

For the Period from April 1, 2006, to April 30, 2006

 

 

 

Amount
Withheld/Accrued

 

Amount
Paid

 

Federal and state income taxes                                                                               

 

$

2,866

 

$

 

State and local taxes:

 

 

 

 

 

 

 

Property

 

 

11,601

 

 

7,555

 

Sales and use

 

 

(1,616

)

 

2,826

 

Franchise

 

 

221

 

 

221

 

Other

 

 

140

 

 

140

 

Total state and local taxes

 

 

10,346

 

 

10,742

 

Total taxes

 

$

13,212

 

$

10,742

 

 

 

27

 

 

 

Schedule V

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

TOTAL DISBURSEMENTS BY DEBTOR

For the Month Ended April 30, 2006

(in dollars)

 

 

Legal Entity

Case Number

Disbursements

Amelia Energy Center, LP

05-60223-BRL

$

Anacapa Land Company, LLC

05-60226-BRL

62,800

Anderson Springs Energy Company

05-60232-BRL

26,701

Androscoggin Energy, Inc.

05-60239-BRL

Auburndale Peaker Energy Center, LLC

05-60244-BRL

54,469

Augusta Development Company, LLC

05-60248-BRL

Aviation Funding Corp.

05-60252-BRL

Baytown Energy Center, LP

05-60255-BRL

551,197

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

778,793

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

419,518

Broad River Holdings, LLC

05-60245-BRL

CalGen Equipment Finance Company, LLC

05-60249-BRL

CalGen Equipment Finance Holdings, LLC

05-60251-BRL

CalGen Expansion Company, LLC

05-60253-BRL

CalGen Finance Corp.

05-60229-BRL

CalGen Project Equipment Finance Company One, LLC

05-60236-BRL

CalGen Project Equipment Finance Company Three, LLC

05-60259-BRL

CalGen Project Equipment Finance Company Two, LLC

05-60262-BRL

Calpine Acadia Holdings, LLC

05-60265-BRL

934

Calpine Administrative Services Company, Inc.

05-60201-BRL

3,406,535

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

100

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

 

 

28

 

 

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

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

986,507

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

5,250

Calpine Construction Management Company, Inc.

05-60260-BRL

1,581,744

Calpine Corporation

05-60200-BRL

65,640,821

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

174,636

Calpine Energy Holdings, Inc.

05-60207-BRL

Calpine Energy Services Holdings, Inc.

05-60208-BRL

Calpine Energy Services, L.P.

05-60222-BRL

139,030,855

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

475,547

Calpine Gilroy 1, Inc.

05-60240-BRL

Calpine Gilroy 2, Inc.

05-60241-BRL

Calpine Gilroy Cogen, L.P.

05-60243-BRL

389,477

Calpine Global Services Company, Inc.

05-60246-BRL

465,373

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

Calpine Hidalgo Design, L.P.

06-10039-BRL

 

 

29

 

 

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

Legal Entity

Case Number

Disbursements

Calpine Hidalgo Energy Center, L.P.

06-10029-BRL

457,320

Calpine Hidalgo Holdings, Inc.

06-10027-BRL

Calpine Hidalgo Power GP, LLC

06-10030-BRL

Calpine Hidalgo Power, LP

06-10028-BRL

Calpine Hidalgo, Inc.

06-10026-BRL

Calpine International Holdings, Inc.

05-60205-BRL

Calpine International, LLC

05-60288-BRL

8,651

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

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

681,440

Calpine Operating Services Company, Inc.

05-60322-BRL

23,366,230

Calpine Operations Management Company, Inc.

05-60206-BRL

2,550

Calpine Pastoria Holdings, LLC

05-60302-BRL

Calpine Philadelphia, Inc.

05-60305-BRL

42,333

Calpine Pittsburg, LLC

05-60307-BRL

78,384

Calpine Power Company

05-60202-BRL

Calpine Power Equipment LP

05-60310-BRL

Calpine Power Management, Inc.

05-60319-BRL

Calpine Power Management, LP

05-60466-BRL

Calpine Power Services, Inc.

05-60323-BRL

155,718

Calpine Power, Inc.

05-60316-BRL

Calpine PowerAmerica, Inc.

05-60211-BRL

 

 

30

 

 

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

Legal Entity

Case Number

Disbursements

Calpine PowerAmerica, LP

05-60212-BRL

926,461

Calpine PowerAmerica-CA, LLC

05-60213-BRL

296,785

Calpine PowerAmerica-CT, LLC

05-60214-BRL

Calpine PowerAmerica-MA, LLC

05-60215-BRL

Calpine PowerAmerica-ME, LLC

05-60216-BRL

Calpine PowerAmerica-NH, LLC

06-10032-BRL

Calpine PowerAmerica-NY, LLC

06-10031-BRL

Calpine PowerAmerica-OR, LLC

06-10034-BRL

Calpine Producer Services, L.P.

05-60217-BRL

8,199,389

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

30,210

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

7,808

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

865,272

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

657,023

Channel Power GP, LLC

05-60276-BRL

Channel Power, LP

05-60277-BRL

Clear Lake Cogeneration Limited Partnership

05-60278-BRL

442,776

CogenAmerica Asia Inc.

05-60372-BRL

CogenAmerica Parlin Supply Corp.

05-60383-BRL

 

 

31

 

 

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

Legal Entity

Case Number

Disbursements

Columbia Energy LLC

05-60440-BRL

2,774,101

Corpus Christi Cogeneration L.P.

05-60441-BRL

452,849

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

69,784

CPN Cascade, Inc.

05-60449-BRL

CPN Clear Lake, Inc.

05-60287-BRL

CPN Decatur Pipeline, Inc.

05-60290-BRL

CPN East Fuels, LLC

05-60476-BRL

CPN Energy Services GP, Inc.

05-60209-BRL

CPN Energy Services LP, Inc.

05-60210-BRL

CPN Freestone, LLC

05-60293-BRL

CPN Funding, Inc.

05-60296-BRL

25

CPN Morris, Inc.

05-60301-BRL

CPN Oxford, Inc.

05-60303-BRL

CPN Pipeline Company

05-60309-BRL

152,610

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

86,519

CPN Telephone Flat, Inc.

05-60306-BRL

20,626

Decatur Energy Center, LLC

05-60313-BRL

440,601

Deer Park Power GP, LLC

05-60363-BRL

Deer Park Power, LP

05-60370-BRL

Delta Energy Center, LLC

05-60375-BRL

506,554

Dighton Power Associates Limited Partnership

05-60382-BRL

280,120

East Altamont Energy Center, LLC

05-60386-BRL

Fond du Lac Energy Center, LLC

05-60412-BRL

1,468

Fontana Energy Center, LLC

05-60335-BRL

Freestone Power Generation LP

05-60339-BRL

774,625

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

6,105,875

Geysers Power I Company

05-60389-BRL

Goldendale Energy Center, LLC

05-60390-BRL

2,331,867

Hammond Energy LLC

05-60393-BRL

Hillabee Energy Center, LLC

05-60394-BRL

34,450

Idlewild Fuel Management Corp.

05-60397-BRL

JMC Bethpage, Inc.

05-60362-BRL

KIAC Partners

05-60366-BRL

4,077,240

 

 

32

 

 

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

Legal Entity

Case Number

Disbursements

Lake Wales Energy Center, LLC

05-60369-BRL

Lawrence Energy Center, LLC

05-60371-BRL

Lone Oak Energy Center, LLC

05-60403-BRL

7,322

Los Esteros Critical Energy Facility, LLC

05-60404-BRL

376,577

Los Medanos Energy Center LLC

05-60405-BRL

265,145

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

218

MEP Pleasant Hill, LLC

05-60334-BRL

458,797

Moapa Energy Center, LLC

05-60337-BRL

624

Mobile Energy L L C

05-60344-BRL

156,046

Modoc Power, Inc.

05-60346-BRL

Morgan Energy Center, LLC

05-60353-BRL

973,280

Mount Hoffman Geothermal Company, L.P.

05-60361-BRL

Mt. Vernon Energy LLC

05-60376-BRL

NewSouth Energy LLC

05-60381-BRL

11,273

Nissequogue Cogen Partners

05-60388-BRL

235,582

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

1,312,320

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

3,097,025

Philadelphia Biogas Supply, Inc.

05-60421-BRL

Phipps Bend Energy Center, LLC

05-60395-BRL

Pine Bluff Energy, LLC

05-60396-BRL

397,002

Power Investors, L.L.C.

05-60398-BRL

Power Systems MFG., LLC

05-60399-BRL

6,478,864

Quintana Canada Holdings, LLC

05-60400-BRL

RockGen Energy LLC

05-60401-BRL

267,071

Rumford Power Associates Limited Partnership

05-60467-BRL

1,071,209

Russell City Energy Center, LLC

05-60411-BRL

1,715

San Joaquin Valley Energy Center, LLC

05-60413-BRL

280

Silverado Geothermal Resources, Inc.

06-10198-BRL

280,500

Skipanon Natural Gas, LLC

05-60415-BRL

South Point Energy Center, LLC

05-60417-BRL

2,003,525

South Point Holdings, LLC

05-60419-BRL

Stony Brook Cogeneration, Inc.

05-60422-BRL

Stony Brook Fuel Management Corp.

05-60428-BRL

2,678,696

Sutter Dryers, Inc.

05-60430-BRL

TBG Cogen Partners

05-60432-BRL

91,912

 

 

33

 

 

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

Legal Entity

Case Number

Disbursements

Texas City Cogeneration, L.P.

05-60434-BRL

334,303

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

11,750

Tiverton Power Associates Limited Partnership

05-60357-BRL

199,195

Towantic Energy, L.L.C.

05-60364-BRL

VEC Holdings, LLC

05-60365-BRL

Venture Acquisition Company

05-60368-BRL

Vineyard Energy Center, LLC

05-60373-BRL

Wawayanda Energy Center, LLC

05-60378-BRL

2,554

Whatcom Cogeneration Partners, L.P.

05-60468-BRL

Zion Energy LLC

05-60380-BRL

290,766

 

 

 

TOTAL

 

$

289,382,472

 

 

34

 

 

 

SCHEDULE VI

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

DEBTORS’ STATEMENT REGARDING INSURANCE POLICIES

For the Period from April 1, 2006, to April 30, 2006

 

 

All insurance policies are fully paid for the current period, including amounts owed for workers’ compensation and disability insurance.

 

 

35

 

 

 

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