-----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, TvE90Bb89NP8CEDN+kQCtsFWnAsw4j8xYid6xH2H7jQ3EnWs4zBzC9iXOVYlHkj1 dUm1WiuqXjhv8Tw+ZLAduA== 0000916457-06-000119.txt : 20061003 0000916457-06-000119.hdr.sgml : 20061003 20061003172210 ACCESSION NUMBER: 0000916457-06-000119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060831 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061003 DATE AS OF CHANGE: 20061003 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: 061125762 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 august2006.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):October 3, 2006

CALPINE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

Commission File Number: 1-12079

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

 

50 West San Fernando Street

San Jose, California 95113

Telephone: (408) 995-5115

(Address of principal executive offices and telephone number)

 

Not applicable

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

 

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

o

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

o

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

o

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

(17 CFR 240.14d-2(b))

o

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

(17 CFR 240.13e-4(c))

 


Index Definitions

ITEM 7.01 — REGULATION FD DISCLOSURE

 

On October 3, 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 August 31, 2006 (the “Monthly Operating Statement”), with the United States Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”) in the matter of In re Calpine Corporation, et al., Case No. 05-60200 (BRL). Exhibit 99.1 to this Current Report on Form 8-K contains the unaudited consolidated Monthly Operating Statement as filed with the U.S. Bankruptcy Court.

 

The Monthly Operating Statement is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Bankruptcy Court. Certain of the Company’s Canadian subsidiaries were granted relief by the Court of Queen’s Bench of Alberta, Judicial District of Calgary (the “Canadian Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”). As a result, certain of the Company’s Canadian and other foreign subsidiaries were deconsolidated as of December 20, 2005. Financial information regarding such deconsolidated subsidiaries is not part of the consolidated group included in the Monthly Operating Statement. The financial information in the Monthly Operating Statement is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. The Company cautions readers not to place undue reliance upon the Monthly Operating Statement. There can be no assurance that such information is complete and the Monthly Operating Statement may be subject to revision. The Monthly Operating Statement is in a format required by the United States Bankruptcy Code (the “Bankruptcy Code”) and should not be used for investment purposes. The Monthly Operating Statement should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, and June 30, 2006.

 

These unaudited financial statements have been derived from the books and records of the Company. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP and, upon the application of such procedures, the Company believes that the financial information could be subject to changes, and these changes could be material. The information furnished in the Monthly Operating Statement includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for quarterly financial statements in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

 

Access to documents filed with the U.S. Bankruptcy Court and other general information about the Chapter 11 cases is available at www.kccllc.net/calpine. Certain information regarding the Canadian proceedings under the CCAA, including the reports of the monitor appointed by the Canadian Court, is available at the monitor’s website at www.ey.com/ca/calpinecanada. The content of the foregoing websites is not a part of this Report.

Limitation on Incorporation by Reference

 

The Monthly Operating Statement is being furnished for informational purposes only and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Registration statements or other documents filed with the SEC shall not incorporate the Monthly Operating Statement or any other information set forth in this Report by reference, except as otherwise expressly stated in such filing. This Report will not be deemed an admission as to the materiality of any information that is required to be disclosed solely by Regulation FD.

 

1

Index Definitions

Forward-Looking Statements

 

In addition to historical information, this Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company uses words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will” and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning the Company’s expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risks and uncertainties associated with the Chapter 11 cases and CCAA proceedings, including impact on operations; (ii) the Company’s ability to attract, retain and motivate key employees and successfully implement new strategies; (iii) the Company’s ability to successfully reorganize and emerge from Chapter 11; (iv) the Company’s ability to attract and retain customers and counterparties; (v) the Company’s ability to implement its business plan; (vi) financial results that may be volatile and may not reflect historical trends; (vii) the Company’s ability to manage liquidity needs and comply with financing obligations; (viii) the direct or indirect effects on the Company’s business of its impaired credit including increased cash collateral requirements; (ix) the expiration or termination of the Company’s PPAs and the related results on revenues; (x) potential volatility in earnings and requirements for cash collateral associated with the use of commodity contracts; (xi) price and supply of natural gas; (xii) risks associated with power project development, acquisition and construction activities; (xiii) 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 August 31, 2006.

 

2

Index Definitions

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CALPINE CORPORATION

 

 

By:    

/s/       Charles B. Clark, Jr.

 

 

Charles B. Clark, Jr.

 

 

Senior Vice President, Corporate Controller and

Chief Accounting Officer

 

 

 

Date:  October 3, 2006

 

 

 

 

3

Index Definitions

EXHIBIT INDEX

 

 

Exhibit

Number

 

 

Description

99.1

 

Calpine Corporation’s Unaudited Monthly Operating Statement for the month
ended August 31, 2006.

 

 

4

Index Definitions

EXHIBIT 99.1

 

 

UNITED STATES BANKRUPTCY COURT   

 

 

SOUTHERN DISTRICT OF NEW YORK

 

 

 

x

 

In re:

:

Chapter 11

 

:

 

CALPINE CORPORATION, et al.,

:

Case No. 05-60200 BRL

 

:

 

Debtors.

:

(Jointly Administered)

 

:

 

 

x

 

 

MONTHLY OPERATING STATEMENT FOR THE PERIOD

FROM AUGUST 1, 2006, TO AUGUST 31, 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):  



$570,186

 

 

 

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 INCOME (IN THOUSANDS):

$61,208

 

 

 

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, Corporate Controller and
Chief Accounting Officer

DATE:  October 3, 2006

Calpine Corporation

 

 

5

Index

DEFINITIONS

 

As used in this Monthly Operating Statement, the following abbreviations contained herein have the meanings set forth below. Additionally, the terms “the Company,” “Calpine,” “we,” “us” and “our” refer to Calpine Corporation and its consolidated subsidiaries, unless the context clearly indicates otherwise. For clarification, such terms will not include the Canadian and other foreign subsidiaries that were deconsolidated as a result of the filings by the Canadian Debtors under the CCAA in the Canadian Court effective December 31, 2005. The term “Calpine Corporation” shall refer only to Calpine Corporation and not to any of its subsidiaries. Unless and as otherwise stated, any references in this Monthly Operating Statement to any agreement means such agreement and all schedules, exhibits and attachments thereto in each case as amended, restated, supplemented or otherwise modified to the date of this Monthly Operating Statement.

 

 

Abbreviation

 

Definition

 

 

 

2005 Form 10-K

 

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

 

 

 

2006 First Quarter

Form 10-Q

 

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

 

 

 

2006 Second Quarter Form 10-Q

 

Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 14, 2006

 

 

 

2006 Forms 10-Q

 

Calpine Corporation’s 2006 First Quarter Form 10-Q and 2006 Second Quarter Form 10-Q

 

 

 

APB

 

Accounting Principles Board 

 

 

 

ASC

 

Aircraft Services Corporation

 

 

 

Bankruptcy Code

 

United States Bankruptcy Code

 

 

 

Bankruptcy Courts

 

The U.S. Bankruptcy Court and the Canadian Court

 

 

 

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

 

 

 

CCAA

 

Companies’ Creditors Arrangement Act (Canada)

 

 

 

CEURF

 

Calpine European Finance, LLC

 

 

 

Chapter 11

 

Chapter 11 of the Bankruptcy Code

 

 

6

Index

 

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

 

 

 

EITF

 

Emerging Issues Task Force

 

 

 

Exchange Act

 

United States Securities Exchange Act of 1934, as amended

 

 

 

FASB

 

Financial Accounting Standards Board

 

 

 

FERC

 

Federal Energy Regulatory Commission

 

 

 

FIN

 

FASB Interpretation Number

 

 

 

First Priority Notes

 

Calpine Corporation’s 95/8% First Priority Senior Secured Notes Due 2014

 

 

 

GAAP

 

Generally accepted accounting principles in the United States

 

 

 

LSTC

 

Liabilities Subject to Compromise

 

 

 

Mitsui

 

Mitsui & Co., Ltd.

 

 

 

Non-U.S. Debtor(s)

 

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

 

 

 

Petition Date

 

December 20, 2005

 

 

 

PPA(s)

 

Power purchase agreement(s)

 

 

 

PSM

 

Power Systems Mfg., LLC

 

 

 

RCEC

 

Russell City Energy Center, LLC

 

 

 

SEC

 

United States Securities and Exchange Commission

 

 

 

Second Priority Debt

 

Calpine Corporation’s Second Priority Secured Floating Rate Notes due 2007, 81/2% Second Priority Senior Secured Notes Due 2010, 83/4% Second Priority Senior Secured Notes Due 2013, 97/8% Second Priority Senior Secured Notes Due 2011, and Senior Secured Term Loans Due 2007

 

 

 

Securities Act

 

United States Securities Act of 1933, as amended

 

 

7

Index

 

Abbreviation

 

Definition

 

 

 

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

 

 

 

TTS

 

Thomassen Turbine Systems, B.V.

 

 

 

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

Definitions

 

CALPINE CORPORATION

(Debtor-in-Possession)

Index to Consolidated Condensed Financial Statements and Schedules

 

 

 

 

Page

Financial Statements as of and for the Month Ended August 31, 2006:

 

Consolidated Condensed Statement of Operations

10

Consolidated Condensed Balance Sheet

11

Notes to Unaudited Consolidated Condensed Financial Statements

 

 

1.

Chapter 11 Cases and CCAA Proceedings

13

 

2.

Basis of Presentation

14

 

3.

Summary of Significant Accounting Policies

15

 

4.

Recent Accounting Pronouncements

15

 

5.

Cash and Cash Equivalents, Restricted Cash and Margin Deposits

15

 

6.

Rejected Contracts and Related Matters

16

 

7.

Liabilities Subject to Compromise

17

 

8.

DIP Facility

17

 

9.

Reorganization Items

18

Schedules:      

 

 

Schedule I

Schedule of Consolidating Condensed Balance Sheet as of August 31, 2006

19

Schedule II

Schedule of Consolidating Condensed Statement of Operations for the Month
Ended August 31, 2006


21

Schedule III

Schedule of Payroll and Payroll Taxes

23

Schedule IV

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

24

Schedule V

Schedule of Total Disbursements by Debtor

25

Schedule VI

Insurance Statement

32

 

 

9

Index Definitions

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

(in thousands)

For the period from August 1, 2006, through August 31, 2006

 

 

Revenue: 

 

 

 

 

Electricity and steam revenue

 

$

787,520

 

Sales of purchased power and gas for hedging and optimization

 

 

101,133

 

Mark-to-market activities, net

 

 

19,097

 

Other revenue

 

 

4,484

 

Total revenue

 

 

912,234

 

Cost of revenue:

 

 

 

 

Plant operating expense

 

 

67,709

 

Royalty expense

 

 

2,413

 

Transmission purchase expense

 

 

7,076

 

Purchased power and gas expense for hedging and optimization

 

 

175,425

 

Fuel expense

 

 

436,164

 

Depreciation and amortization expense

 

 

35,503

 

Operating plant impairments

 

 

7

 

Operating lease expense

 

 

4,714

 

Other cost of revenue

 

 

5,482

 

Total cost of revenue

 

 

734,493

 

Gross profit

 

 

177,741

 

Equipment, development project and other impairments

 

 

(4,453

)

Project development expense

 

 

1,808

 

Research and development expense

 

 

1,457

 

Sales, general and administrative expense

 

 

13,669

 

Income from operations

 

 

165,260

 

Interest expense

 

 

77,014

 

Interest (income)

 

 

(6,811

)

Minority interest expense

 

 

2,137

 

Other (income) expense, net

 

 

(8,244

)

Income before reorganization items and provision for income taxes

 

 

101,164

 

Reorganization items

 

 

39,091

 

Income before provision for income taxes

 

 

62,073

 

Provision for income taxes

 

 

865

 

Net income

 

$

61,208

 

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

10

Index Definitions

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED BALANCE SHEET

(Unaudited)

(in thousands)

August 31, 2006

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets: 

 

 

 

 

Cash and cash equivalents

 

$

844,581

 

Accounts receivable, net

 

 

1,109,680

 

Margin deposits and other prepaid expense

 

 

349,993

 

Inventories

 

 

173,764

 

Restricted cash

 

 

372,907

 

Current derivative assets

 

 

283,374

 

Current assets held for sale

 

 

384,264

 

Other current assets

 

 

145,698

 

Total current assets

 

 

3,664,261

 

Restricted cash, net of current portion

 

 

200,631

 

Notes receivable, net of current portion

 

 

147,725

 

Project development costs

 

 

26,319

 

Investments

 

 

107,092

 

Deferred financing costs

 

 

161,673

 

Prepaid lease, net of current portion

 

 

192,324

 

Property, plant and equipment, net

 

 

13,890,092

 

Goodwill

 

 

45,160

 

Other intangible assets, net

 

 

51,662

 

Long-term derivative assets

 

 

532,686

 

Other assets

 

 

586,695

 

Total assets

 

$

19,606,320

 

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

11

Index Definitions

CONSOLIDATED CONDENSED BALANCE SHEET — (Continued)

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

612,465

 

Accrued payroll and related expense

 

 

33,328

 

Accrued interest payable

 

 

144,483

 

Income taxes payable

 

 

99,073

 

Notes payable and other borrowings, current portion

 

 

149,649

 

Preferred interests, current portion

 

 

8,309

 

Capital lease obligations, current portion

 

 

287,246

 

CCFC financing, current portion

 

 

781,737

 

CalGen financing, current portion

 

 

2,510,673

 

Construction/project financing, current portion

 

 

1,968,040

 

DIP Facility, current portion

 

 

3,500

 

Current derivative liabilities

 

 

405,260

 

Other current liabilities

 

 

315,648

 

Total current liabilities

 

 

7,319,411

 

Notes payable and other borrowings, net of current portion

 

 

420,158

 

Preferred interests, net of current portion

 

 

575,306

 

Capital lease obligations, net of current portion

 

 

276

 

Construction/project financing, net of current portion

 

 

402,639

 

DIP Facility, net of current portion

 

 

994,750

 

Deferred income taxes, net of current portion

 

 

368,635

 

Deferred revenue

 

 

112,878

 

Long-term derivative liabilities

 

 

674,402

 

Other liabilities

 

 

161,729

 

Total liabilities not subject to compromise

 

 

11,030,184

 

Liabilities subject to compromise

 

 

14,979,226

 

Commitments and contingencies

 

 

 

 

Minority interests

 

 

268,119

 

Stockholders’ equity (deficit):

 

 

 

 

Common stock

 

 

569

 

Additional paid-in capital

 

 

3,269,437

 

Accumulated deficit

 

 

(9,866,930

)

Accumulated other comprehensive loss

 

 

(74,285

)

Total stockholders’ deficit

 

 

(6,671,209

)

Total liabilities and stockholders’ deficit

 

$

19,606,320

 

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

12

Index Definitions

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

For the period from August 1, 2006, to August 31, 2006

1.  Chapter 11 Cases and CCAA Proceedings

 

Since the Petition Date, Calpine Corporation and 273 of its wholly owned subsidiaries in the U.S. have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court. Similarly, since the Petition Date, 12 of Calpine’s Canadian subsidiaries have filed for creditor protection under the CCAA in the Canadian Court. Certain other subsidiaries could file under Chapter 11 in the U.S. or for creditor protection under the CCAA in Canada in the future. The Chapter 11 cases are being jointly administered for procedural purposes only by the U.S. Bankruptcy Court under the case captioned In re Calpine Corporation et al., Case No. 05-60200 (BRL). See Note 2 “Chapter 11 Cases and CCAA Proceedings” in our 2006 Second Quarter Form 10-Q for a summary of our Chapter 11 cases and CCAA proceedings.

 

On September 13, 2006, the U.S. Bankruptcy Court approved our motion to sell certain project assets located in Dighton, Massachusetts to BG North America, LLC, for approximately $90.2 million. Closing of the transaction is subject to certain conditions including the receipt of regulatory approvals.

 

In addition, on September 13, 2006, the U.S. Bankruptcy Court approved our motion seeking authority to make capital contributions for the continued development of Greenfield Energy Centre—a 1,005-MW, natural gas-fired energy center being developed in Ontario, Canada. In April 2005, we announced, together with Mitsui, an intention to build, own and operate the Greenfield Energy Centre. We contributed three combustion gas turbine generators and one steam turbine generator to the project, giving us a 50% interest in the facility. Mitsui owns the remaining 50% interest. We expect to make approximately $45 million in capital contributions to the project between now and December 2006.

 

On September 21, 2006, the U.S. Bankruptcy Court approved our motion to sell the project assets of Russell City Energy Center, LLC to a newly formed entity in which RCEC will have a 65% interest and Aircraft Services Corporation, an affiliate of General Electric Capital Corporation, will have a 35% interest. Under the terms of the transaction, RCEC has agreed to transfer to the newly formed entity project assets which the parties have agreed are valued at approximately $81 million and ASC has agreed to provide approximately $44 million of funding for the project. RCEC has the right to purchase ASC's 35% interest during the period beginning on the second anniversary and ending on the fifth anniversary of commercial operations of the project. Exercise of the buyout right requires 180 days prior written notice to ASC and payment of an amount necessary to yield a stipulated pre-tax internal rate of return to ASC, calculated using assumptions specified in the transaction agreements. Closing of the transaction is subject to certain conditions, including receipt of any required regulatory approvals.

 

On September 22, 2006, MEP Pleasant Hill, LLC, a wholly owned subsidiary of Calpine, entered into an asset purchase agreement with Aquila, Inc. to sell substantially all of the assets related to the Aries Project (as defined below) for approximately $158.5 million. The Aries Project is a 600-MW natural gas-fired, combined cycle generating facility in Cass County, Missouri. The sale is subject to bankruptcy court approval of an auction process in which qualifying bidders can make competing offers for the project. Closing of the transaction is subject to certain additional conditions including receipt of any required regulatory approvals.

 

On August 4, 2006, Calpine European Finance LLC, an indirect wholly owned subsidiary of Calpine, executed definitive documentation in which it agreed to sell its entire equity interest in Thomassen Turbine Systems, B.V., a Dutch wholly owned subsidiary of CEURF, to Ansaldo Energia S.p.A for a contract price (subject to certain adjustments) of €18,500,000. Closing of the transaction is subject to certain conditions including receipt of any required regulatory approvals. On August 17, 2006, the Canadian Bankruptcy Court entered an Order authorizing CEURF to sell its interest in TTS. On September 13, 2006, the U.S. Bankruptcy Court entered an order authorizing Power Systems Mfg. LLC, a U.S. Debtor entity,

 

13

to reject certain contracts with TTS and enter into new contracts with TTS as part of the TTS sale transaction. The proceeds of the sale will be deposited in an escrow account and ultimately divided among Calpine, PSM (a U.S. subsidiary of Calpine), and Calpine Canada Resources Company (a deconsolidated Canadian subsidiary of Calpine), based primarily on accounts receivable from TTS and certain other intercompany obligations.

 

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 Chapter 11 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 Chapter 11 cases are reported separately as reorganization items.

 

The Monthly Operating Statement is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Bankruptcy Court. Certain of our Canadian subsidiaries were granted relief by the Canadian Court under the CCAA. As a result, certain of our Canadian and other foreign subsidiaries were deconsolidated as of the Petition Date. Financial information regarding such deconsolidated subsidiaries is not included with that of the consolidated group reported in the Monthly Operating Statement. The financial information in the Monthly Operating Statement is preliminary and unaudited and does not purport to show the financial statements of any of the U.S. Debtors in accordance with GAAP, and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. We caution readers not to place undue reliance upon the Monthly Operating Statement. There can be no assurance that such information is complete and the Monthly Operating Statement may be subject to revision. The Monthly Operating Statement is in a format required by the Bankruptcy Code and should not be used for investment purposes. The Monthly Operating Statement should be read in conjunction with the consolidated financial statements and notes thereto included in the 2005 Form 10-K and the 2006 Forms 10-Q.

 

The unaudited financial statements contained in the Monthly Operating Statement have been derived from the books and records of the Company. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP, and upon the application of such procedures, we believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this Monthly Operating Statement includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for financial statements prepared in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

 

Mark-to-Market — Mark-to-market, net activity includes realized settlements of and unrealized mark-to-market gains and losses on both power and gas derivative instruments not designated as cash flow hedges, including those held for trading purposes. Gains and losses due to ineffectiveness on hedging instruments are also included in unrealized mark-to-market gains and losses. Trading activity is presented net in accordance with EITF Issue No. 02-03. Of the total mark-to-market gain of $19.1 million in August 2006, there was $9.3 million of unrealized gains (mostly from open gas contracts), and we had a realized gain of $9.8 million. The realized gain included a non-cash gain of approximately $6.6 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 Statement of Cash Flows will be excluded from Monthly Operating Statements except on a quarterly basis.

 

14

Index Definitions

3.  Summary of Significant Accounting Policies

 

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

 

4.  Recent Accounting Pronouncements

 

SFAS No. 123-R

 

In December 2004, FASB issued SFAS No. 123-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” on January 1, 2003, the adoption of SFAS No. 123-R did not have a material impact on our results of operations, cash flows or financial position.

 

SFAS No. 154

 

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

 

FASB Interpretation No. 48

 

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

 

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 August 31, 2006, $564.9 million of the cash and cash equivalents balance was subject to such project finance facilities and lease agreements.

 

15

Index Definitions

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 August 31, 2006, (in thousands):

 

 

 

Current

 

Non-Current

 

Total

 

Debt service

 

$

67,537

 

$

119,758

 

$

187,295

 

Rent reserve

 

 

32,505

 

 

 

 

32,505

 

Construction/major maintenance

 

 

85,608

 

 

32,901

 

 

118,509

 

Proceeds from asset sales

 

 

 

 

 

 

 

Collateralized letters of credit and other credit support

 

 

101,632

 

 

 

 

101,632

 

Other

 

 

85,625

 

 

47,972

 

 

133,597e

 

Total

 

$

372,907

 

$

200,631

 

$

573,538

 

 

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 August 31, 2006, $232.4 million relates to the assets of the following entities, each an entity with its existence separate from us and our other subsidiaries (in millions).

 

Power Contract Financing, L.L.C.

 

$

117.5

 

Gilroy Energy Center, LLC

 

 

21.1

 

Riverside Energy Center, LLC 

 

 

33.2

 

Rocky Mountain Energy Center, LLC

 

 

32.8

 

Calpine Northbrook Energy Marketing, LLC

 

 

6.3

 

Calpine King City Cogen, LLC

 

 

18.2

 

Calpine Fox LLC

 

 

1.0

 

Power Contract Financing III, LLC

 

 

2.3

 

 

 

$

232.4

 

 

Margin Deposits — As of August 31, 2006, to support commodity transactions, we had margin deposits with third parties of $194.1 million, we had gas and power prepayment balances of $101.4 million, and had letters of credit outstanding of $2.9 million. Counterparties had deposited with us $9.1 million as margin deposits and $10.0 million as letters of credit at August 31, 2006. We use margin deposits, prepayments and letters of credit as credit support for commodity procurement and risk management activities. Future cash collateral requirements may increase based on the extent of our involvement in standard contracts and movements in commodity prices and also based on our credit ratings and general perception of creditworthiness in this market. While we believe that we have adequate liquidity to support our operations at this time, it is difficult to predict future developments and the amount of credit support that we may need to provide as part of our business operations.

6.  Rejected Contracts and Related Matters

 

The U.S. Debtors have assumed certain contracts and unexpired leases related to non-residential real property and have identified certain significant contracts and leases to be rejected or repudiated. See Note 2 “Chapter 11 Cases and CCAA

 

16

Index Definitions

Proceedings” in our 2006 Second Quarter Form 10-Q for a summary of significant developments in connection with these matters.

 

7.  Liabilities Subject to Compromise

 

The claims bar dates—the dates by which claims against the Calpine Debtors (other than Calpine Geysers Company, L.P.) were to be filed with the applicable Bankruptcy Court—were set for August 1, 2006. On September 13, 2006, the U.S. Bankruptcy Court approved our motion to extend the claims bar date for claims against Calpine Geysers Company, L.P., one of the Calpine Debtors, to October 31, 2006. Accordingly, not all potential claims would have been filed as of August 31, 2006.

 

The amounts of LSTC at August 31, 2006 consisted of the following (in millions):

 

Accounts payable and accrued liabilities

 

$

370.2

 

Terminated derivative liabilities

 

 

446.4

 

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

 

 

1,149.0

 

Provision for allowed claims(2)

 

 

5,474.2

 

Total liabilities subject to compromise

 

$

14,979.2

 

__________

(1)

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

 

(2)

Consists primarily of estimated allowed claims related to guarantees by Calpine Corporation of repayment of unsecured senior notes (original principal amount of $2,597.2 million) for two wholly owned finance subsidiaries of the Company, ULC I and ULC II. The amounts outstanding to unrelated security holders had been reduced to $1,943.0 million at December 31, 2005, due to repurchases of such senior notes. However, some of the repurchased notes are held by certain of Calpine Corporation’s Canadian subsidiaries and are expected to give rise to allowed claims by these subsidiaries under the above guarantees. Additionally, there is a guarantee by Calpine Corporation of the obligations of its wholly owned subsidiary, Quintana Canada Holdings, LLC, under certain subscription agreements with ULC I, under which claims may be asserted for the same amounts sought under the Calpine Corporation guarantees of the ULC I notes. Although the expected claims are redundant relative to the underlying exposure to unrelated security holders, the Company determined that these duplicative claims were probable of being allowed into the claim pool by the U.S. Bankruptcy Court, although the U.S. Debtors fully reserve their rights in this regard.

 

8.  DIP Facility

 

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. 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 its previously imposed limitation on our ability to borrow thereunder. On February 23, 2006, the DIP Facility was amended and restated and the term loans were funded. The DIP Facility, which is guaranteed by each of the other U.S. Debtors, will remain in place until the earlier of an effective plan of reorganization or December 20, 2007. The DIP Facility is secured by first priority liens on all of the unencumbered assets of the U.S. Debtors, including The Geysers Assets, and junior liens on all of their encumbered assets. On May 3, 2006, the DIP

 

17

Index Definitions

Facility was amended 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. In addition, the lenders under the DIP Facility consented to the use of borrowings under the DIP Facility to repay a portion of the First Priority Notes, subject to the U.S. Bankruptcy Court’s approval of such repayment.

 

In July 2006, the DIP Facility lenders consented to the assignment of certain PPAs by Broad River Energy, LLC, our subsidiary that leases the Broad River facility pursuant to a leveraged lease, to the owner-lessors of such facility in connection with a settlement agreement with the owner-lessors. The DIP Facility lenders also consented to Broad River’s granting to the owner-lessors a temporary security interest in the same PPAs until FERC approves the assignment. The July 2006 consent was conditioned upon the U.S. Bankruptcy Court’s approval of the settlement agreement with the owner-lessors, and the U.S. Bankruptcy Court approved the settlement agreement on June 27, 2006. FERC approval of the assignment of the PPAs is pending.

 

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 comprised of a $1 billion revolving credit facility, a $400 million first priority term loan facility and a $600 million second priority term loan facility. The 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 August 2006, there were no amounts outstanding under the revolving loan facility, and no additional letters of credit were issued against the revolving credit facility. Accordingly, at August 31, 2006, there was $998.3 million outstanding under the term loan facilities, nothing outstanding under the revolving credit facility and $11.7 million of letters of credit issued against the revolving credit facility.

 

See Note 22 of the Notes to Consolidated Financial Statements included in the 2005 Form 10-K, Note 6 of the Notes to Consolidated Condensed Financial Statements included in the 2006 First Quarter Form 10-Q and Note 7 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Second Quarter Form 10-Q for further discussion of the DIP Facility.

 

9.  Reorganization Items

 

Reorganization items represent the direct and incremental costs of being in Chapter 11, such as professional fees, pre-petition liability claim adjustments related to terminated contracts that are probable and can be estimated and charges related to expected allowed claims.

 

The table below lists the significant items recognized within this category for the month ended August 31, 2006 (in millions):

 

Provision for expected allowed claims(1)

 

$

20.7

 

Loss on terminated contracts, net

 

 

6.8

 

Professional fees

 

 

11.6

 

Total reorganization items

 

$

39.1

 

__________

(1)

The provision for expected allowed claims in August 2006 includes a $21.1 million increase due to the effects of foreign exchange rate changes on expected allowed claims from deconsolidated Canadian affiliates, which are governed by Canadian law and denominated in Canadian dollars.

 

See Note 4 of the Notes to Consolidated Financial Statements included in our 2005 Form 10-K and Note 3 of the Notes to Consolidated Condensed Financial Statements included in each of our 2006 Forms 10-Q for a discussion of reorganization items.

 

18

Index Definitions

SCHEDULE I

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED BALANCE SHEET

(Unaudited)

(in thousands)

August 31, 2006

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

649,355

 

$

195,226

 

$

 

$

844,581

 

Accounts receivable, net

 

 

1,002,530

 

 

167,227

 

 

(60,077

)

 

1,109,680

 

Accounts receivable (payable) from affiliates, net

 

 

38,700,165

 

 

2,951,537

 

 

(41,651,702

)

 

 

Margin deposits and other prepaid expense

 

 

304,630

 

 

57,029

 

 

(11,666

)

 

349,993

 

Inventories

 

 

146,679

 

 

27,085

 

 

 

 

173,764

 

Restricted cash

 

 

182,958

 

 

189,949

 

 

 

 

372,907

 

Current derivative assets

 

 

217,700

 

 

65,674

 

 

 

 

283,374

 

Current assets held for sale

 

 

39,542

 

 

344,722

 

 

 

 

384,264

 

Other current assets

 

 

1,006,564

 

 

55,242

 

 

(916,108

)

 

145,698

 

Total current assets

 

 

42,250,123

 

 

4,053,691

 

 

(42,639,553

)

 

3,664,261

 

Restricted cash, net of current portion

 

 

53,911

 

 

146,720

 

 

 

 

200,631

 

Notes receivable, net of current portion

 

 

146,051

 

 

1,674

 

 

 

 

147,725

 

Notes receivable from affiliates, net of current portion

 

 

4,225,498

 

 

38,100

 

 

(4,263,598

)

 

 

Project development costs

 

 

26,319

 

 

 

 

 

 

26,319

 

Investments

 

 

11,701,529

 

 

9,673,489

 

 

(21,267,926

)

 

107,092

 

Deferred financing costs

 

 

41,549

 

 

120,124

 

 

 

 

161,673

 

Prepaid lease, net of current portion

 

 

191,742

 

 

582

 

 

 

 

192,324

 

Property, plant and equipment, net

 

 

7,950,404

 

 

5,940,560

 

 

(872

)

 

13,890,092

 

Goodwill

 

 

45,160

 

 

 

 

 

 

45,160

 

Other intangible assets, net

 

 

15,812

 

 

35,850

 

 

 

 

51,662

 

Long-term derivative assets

 

 

427,329

 

 

105,357

 

 

 

 

532,686

 

Other assets

 

 

303,387

 

 

295,031

 

 

(11,723

)

 

586,695

 

Intercompany

 

 

569,357

 

 

22,081

 

 

(591,438

)

 

 

Total assets

 

$

67,948,171

 

$

20,433,259

 

$

(68,775,110

)

$

19,606,320

 

 

 

19

Index Definitions

CONSOLIDATING CONDENSED BALANCE SHEET — (Continued)

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

LIABILITIES AND

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

628,617

 

$

2,082,815

 

$

(2,098,967

)

$

612,465

 

Accrued payroll and related expense

 

 

32,383

 

 

945

 

 

 

 

33,328

 

Accrued interest payable

 

 

328,671

 

 

54,319

 

 

(238,507

)

 

144,483

 

Income taxes payable

 

 

99,073

 

 

 

 

 

 

99,073

 

Notes payable and other borrowings, current portion

 

 

748,134

 

 

140,233

 

 

(738,718

)

 

149,649

 

Preferred interests, current portion

 

 

 

 

8,309

 

 

 

 

8,309

 

Capital lease obligations, current portion

 

 

189,531

 

 

99,575

 

 

(1,860

)

 

287,246

 

CCFC financing, current portion

 

 

 

 

781,737

 

 

 

 

781,737

 

CalGen financing, current portion

 

 

2,510,673

 

 

 

 

 

 

2,510,673

 

Construction/project financing, current portion

 

 

133,667

 

 

1,834,373

 

 

 

 

1,968,040

 

DIP Facility, current portion

 

 

3,500

 

 

 

 

 

 

3,500

 

Current derivative liabilities

 

 

302,285

 

 

102,975

 

 

 

 

405,260

 

Other current liabilities

 

 

198,980

 

 

128,334

 

 

(11,666

)

 

315,648

 

Total current liabilities

 

 

5,175,514

 

 

5,233,615

 

 

(3,089,718

)

 

7,319,411

 

Notes payable and other borrowings, net of current portion

 

 

4,203,673

 

 

2,029,828

 

 

(5,813,343

)

 

420,158

 

Preferred interests, net of current portion

 

 

 

 

575,306

 

 

 

 

575,306

 

Capital lease obligations, net of current portion

 

 

317,449

 

 

 

 

(317,173

)

 

276

 

Construction/project financing, net of current portion

 

 

246,154

 

 

156,485

 

 

 

 

402,639

 

DIP Facility, net of current portion

 

 

994,750

 

 

 

 

 

 

994,750

 

Deferred income taxes, net of current portion

 

 

109,649

 

 

258,986

 

 

 

 

368,635

 

Deferred revenue

 

 

103,109

 

 

22,364

 

 

(12,595

)

 

112,878

 

Long-term derivative liabilities

 

 

554,470

 

 

119,932

 

 

 

 

674,402

 

Other liabilities

 

 

132,680

 

 

29,052

 

 

(3

)

 

161,729

 

Total liabilities not subject to compromise

 

 

11,837,448

 

 

8,425,568

 

 

(9,232,832

)

 

11,030,184

 

Liabilities subject to compromise

 

 

53,474,236

 

 

469

 

 

(38,495,479

)

 

14,979,226

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interests

 

 

 

 

268,119

 

 

 

 

268,119

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

31,566

 

 

5,099

 

 

(36,096

)

 

569

 

Additional paid-in capital

 

 

25,684,928

 

 

10,424,973

 

 

(32,840,464

)

 

3,269,437

 

Accumulated deficit

 

 

(22,956,615

)

 

1,303,607

 

 

11,786,078

 

 

(9,866,930

)

Accumulated other comprehensive loss

 

 

(123,392

)

 

5,424

 

 

43,683

 

 

(74,285

)

Total stockholders’ deficit

 

 

2,636,487

 

 

11,739,103

 

 

(21,046,799

)

 

(6,671,209

)

Total liabilities and stockholders’ deficit

 

$

67,948,171

 

$

20,433,259

 

$

(68,775,110

)

$

19,606,320

 

 

Calpine Corporation’s consolidated results are comprised of U.S. Debtor and Non-U.S. Debtor entities that have affiliated transactions with other U.S. Debtor and Non-U.S. Debtor entities that must be eliminated in consolidation. Amounts listed under the “Eliminations” heading are required to correctly eliminate transactions between any affiliated entities for consolidated financial statement presentation purposes.

 

20

Index Definitions

SCHEDULE II

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

(in thousands)

For the Period from August 1, 2006, to August 31, 2006

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

Revenue: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity and steam revenue

 

$

1,138,047

 

$

340,430

 

$

(690,957

)

$

787,520

 

Sales of purchased power and gas for hedging and optimization

 

 

589,792

 

 

20,125

 

 

(508,784

)

 

101,133

 

Mark-to-market activities, net

 

 

6,017

 

 

13,080

 

 

 

 

19,097

 

Other revenue

 

 

40,133

 

 

2,631

 

 

(38,280

)

 

4,484

 

Total revenue

 

 

1,773,989

 

 

376,266

 

 

(1,238,021

)

 

912,234

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Plant operating expense

 

 

746,244

 

 

22,612

 

 

(701,147

)

 

67,709

 

Royalty expense

 

 

2,413

 

 

 

 

 

 

2,413

 

Transmission purchase expense

 

 

4,230

 

 

2,846

 

 

 

 

7,076

 

Purchased power and gas expense for hedging and optimization

 

 

130,949

 

 

70,664

 

 

(26,188

)

 

175,425

 

Fuel expense

 

 

767,941

 

 

178,948

 

 

(510,725

)

 

436,164

 

Depreciation and amortization expense

 

 

19,808

 

 

15,697

 

 

(2

)

 

35,503

 

Operating plant impairments

 

 

7

 

 

 

 

 

 

7

 

Operating lease expense

 

 

4,714

 

 

 

 

 

 

4,714

 

Other cost of revenue

 

 

2,072

 

 

3,410

 

 

 

 

5,482

 

Total cost of revenue

 

 

1,678,378

 

 

294,177

 

 

(1,238,062

)

 

734,493

 

Gross profit

 

 

95,611

 

 

82,089

 

 

41

 

 

177,741

 

(Income) loss from unconsolidated investments

 

 

(387,653

)

 

(75,053

)

 

462,706

 

 

 

Equipment, development project and other impairments

 

 

(1,040

)

 

(3,413

)

 

 

 

(4,453

)

Project development expense

 

 

1,533

 

 

275

 

 

 

 

1,808

 

Research and development expense

 

 

1,457

 

 

 

 

 

 

1,457

 

Sales, general and administrative expense

 

 

7,241

 

 

6,428

 

 

 

 

13,669

 

Income (loss) from operations

 

 

474,073

 

 

153,852

 

 

(462,665

)

 

165,260

 

Interest expense

 

 

38,644

 

 

38,518

 

 

(148

)

 

77,014

 

Interest (income)

 

 

(7,519

)

 

560

 

 

148

 

 

(6,811

)

Minority interest expense

 

 

(2,927

)

 

5,064

 

 

 

 

2,137

 

Other (income) expense, net

 

 

(10,259

)

 

1,974

 

 

41

 

 

(8,244

)

Income (loss) before reorganization items and provision (benefit) for income taxes

 

 

456,134

 

 

107,736

 

 

(462,706

)

 

101,164

 

 

 

21

Index Definitions

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS — (Continued)

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

Reorganization items

 

$

39,091

 

$

 

$

 

$

39,091

 

Income (loss) before provision (benefit) for income taxes

 

 

417,043

 

 

107,736

 

 

(462,706

)

 

62,073

 

Provision (benefit) for income taxes

 

 

(11

)

 

876

 

 

 

 

865

 

Net income (loss)

 

$

417,054

 

$

106,860

 

$

(462,706

)

$

61,208

 

 

Calpine Corporation’s consolidated results are comprised of U.S. Debtor and Non-U.S. Debtor entities that have affiliated transactions with other U.S. Debtor and Non-U.S. Debtor entities that must be eliminated in consolidation. Amounts listed under the “Eliminations” heading are required to correctly eliminate transactions between any affiliated entities for consolidated financial statement presentation purposes.

 

22

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 August 1, 2006, to August 31, 2006

 

 


Gross Wages Paid**

 

Employee Payroll
Taxes Withheld*

 

Employer Payroll
Taxes Remitted*

$17,310

 

$4,399

 

$1,095

 

 

*

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 August 4, 2006, August 11, 2006, August 18, 2006, and August 25, 2006.

 

23

Index Definitions

SCHEDULE IV

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

SCHEDULE OF FEDERAL, STATE AND LOCAL TAXES

COLLECTED, RECEIVED, DUE OR WITHHELD

(in thousands)

For the Period from August 1, 2006, to August 31, 2006

 

 

 

Amount
Withheld/Accrued

 

Amount
Paid

 

Federal and state income taxes 

 

$

(11

)

$

 

State and local taxes:

 

 

 

 

 

 

 

Property

 

 

11,588

 

 

7,209

 

Sales and use

 

 

1,702

 

 

1,524

 

Franchise

 

 

400

 

 

400

 

Other

 

 

36

 

 

36

 

Total state and local taxes

 

 

13,726

 

 

9,169

 

Total taxes

 

$

13,715

 

$

9,169

 

 

 

24

Index Definitions

SCHEDULE V

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

TOTAL DISBURSEMENTS BY DEBTOR

For the Month Ended August 31, 2006

(in dollars)

 

 

 

Legal Entity

Case Number

Disbursements

 

Amelia Energy Center, LP

05-60223-BRL

$                               —

 

Anacapa Land Company, LLC

05-60226-BRL

 

Anderson Springs Energy Company

05-60232-BRL

 

Androscoggin Energy, Inc.

05-60239-BRL

 

Auburndale Peaker Energy Center, LLC

05-60244-BRL

1,657

 

Augusta Development Company, LLC

05-60248-BRL

 

Aviation Funding Corp.

05-60252-BRL

 

Baytown Energy Center, LP

05-60255-BRL

20,981

 

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

9,321

 

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

79,740

 

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

233,197

 

CalGen Project Equipment Finance Company Three, LLC

05-60259-BRL

 

CalGen Project Equipment Finance Company Two, LLC

05-60262-BRL

 

Calpine Acadia Holdings, LLC

05-60265-BRL

 

Calpine Administrative Services Company, Inc.

05-60201-BRL

4,283,477

 

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

 

Calpine California Development Company, LLC

05-60355-BRL

 

Calpine California Energy Finance, LLC

05-60360-BRL

 

Calpine California Equipment Finance Company, LLC

05-60464-BRL

 

Calpine Calistoga Holdings, LLC

05-60377-BRL

 

 

25

Index Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

Legal Entity

Case Number

Disbursements

Calpine Capital Trust

05-60325-BRL

$                            —

Calpine Capital Trust II

05-60379-BRL

Calpine Capital Trust III

05-60384-BRL

Calpine Capital Trust IV

05-60391-BRL

Calpine Capital Trust V

05-60221-BRL

Calpine Central Texas GP, Inc.

05-60329-BRL

Calpine Central, Inc.

05-60333-BRL

Calpine Central, L.P.

05-60351-BRL

1,025,442

Calpine Central-Texas, Inc.

05-60338-BRL

Calpine Channel Energy Center GP, LLC

05-60340-BRL

Calpine Channel Energy Center LP, LLC

05-60343-BRL

Calpine Clear Lake Energy GP, LLC

05-60345-BRL

Calpine Clear Lake Energy, LP

05-60349-BRL

Calpine Cogeneration Corporation

05-60233-BRL

Calpine Construction Management Company, Inc.

05-60260-BRL

1,537,735

Calpine Corporation

05-60200-BRL

40,840,210

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

81,773

Calpine Energy Holdings, Inc.

05-60207-BRL

Calpine Energy Services Holdings, Inc.

05-60208-BRL

Calpine Energy Services, L.P.

05-60222-BRL

448,944,344

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

597,427

Calpine Geysers Company, LP

06-10939-BRL

475

Calpine Gilroy 1, Inc.

05-60240-BRL

Calpine Gilroy 2, Inc.

05-60241-BRL

Calpine Gilroy Cogen, L.P.

05-60243-BRL

404,930

Calpine Global Services Company, Inc.

05-60246-BRL

11,657

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

614,942

Calpine Hidalgo Design, L.P.

06-10039-BRL

Calpine Hidalgo Energy Center, L.P.

06-10029-BRL

11,636

 

 

26

Index Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

Legal Entity

Case Number

Disbursements

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

9,967

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

5,054

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

40,278

Calpine Operating Services Company, Inc.

05-60322-BRL

29,352,695

Calpine Operations Management Company, Inc.

05-60206-BRL

Calpine Pastoria Holdings, LLC

05-60302-BRL

Calpine Philadelphia, Inc.

05-60305-BRL

73

Calpine Pittsburg, LLC

05-60307-BRL

419,498

Calpine Power Company

05-60202-BRL

697

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

199,031

Calpine Power, Inc.

05-60316-BRL

Calpine PowerAmerica, Inc.

05-60211-BRL

Calpine PowerAmerica, LP

05-60212-BRL

957,796

Calpine PowerAmerica-CA, LLC

05-60213-BRL

90,619

 

 

27

Index Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

Legal Entity

Case Number

Disbursements

Calpine PowerAmerica-CT, LLC

05-60214-BRL

$                            —

Calpine PowerAmerica-MA, LLC

05-60215-BRL

Calpine PowerAmerica-ME, LLC

05-60216-BRL

Calpine PowerAmerica-NH, LLC

06-10032-BRL

Calpine PowerAmerica-NY, LLC

06-10031-BRL

Calpine PowerAmerica-OR, LLC

06-10034-BRL

Calpine Producer Services, L.P.

05-60217-BRL

7,189,130

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

117,851

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

5,143

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

88,737

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

78,951

Channel Power GP, LLC

05-60276-BRL

Channel Power, LP

05-60277-BRL

Clear Lake Cogeneration Limited Partnership

05-60278-BRL

716,972

CogenAmerica Asia Inc.

05-60372-BRL

CogenAmerica Parlin Supply Corp.

05-60383-BRL

Columbia Energy LLC

05-60440-BRL

13,832

Corpus Christi Cogeneration L.P.

05-60441-BRL

22,255

CPN 3rd Turbine, Inc.

05-60443-BRL

 

 

28

Index Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

Legal Entity

Case Number

Disbursements

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

185,481

CPN Cascade, Inc.

05-60449-BRL

CPN Clear Lake, Inc.

05-60287-BRL

CPN Decatur Pipeline, Inc.

05-60290-BRL

CPN East Fuels, LLC

05-60476-BRL

CPN Energy Services GP, Inc.

05-60209-BRL

CPN Energy Services LP, Inc.

05-60210-BRL

CPN Freestone, LLC

05-60293-BRL

CPN Funding, Inc.

05-60296-BRL

CPN Morris, Inc.

05-60301-BRL

CPN Oxford, Inc.

05-60303-BRL

CPN Pipeline Company

05-60309-BRL

161,748

CPN Pleasant Hill Operating, LLC

05-60312-BRL

CPN Pleasant Hill, LLC

05-60317-BRL

CPN Power Services GP, LLC

05-60321-BRL

CPN Power Services, LP

05-60292-BRL

CPN Pryor Funding Corporation

05-60300-BRL

3,315

CPN Telephone Flat, Inc.

05-60306-BRL

114,530

Decatur Energy Center, LLC

05-60313-BRL

596,372

Deer Park Power GP, LLC

05-60363-BRL

Deer Park Power, LP

05-60370-BRL

Delta Energy Center, LLC

05-60375-BRL

42,352

Dighton Power Associates Limited Partnership

05-60382-BRL

31,625

East Altamont Energy Center, LLC

05-60386-BRL

1,204

Fond du Lac Energy Center, LLC

05-60412-BRL

Fontana Energy Center, LLC

05-60335-BRL

Freestone Power Generation LP

05-60339-BRL

241,651

GEC Bethpage Inc.

05-60347-BRL

Geothermal Energy Partners, LTD., a California limited partnership

05-60477-BRL

Geysers Power Company II, LLC

05-60358-BRL

Geysers Power Company, LLC

06-10197-BRL

3,168,943

Geysers Power I Company

05-60389-BRL

Goldendale Energy Center, LLC

05-60390-BRL

932,152

Hammond Energy LLC

05-60393-BRL

Hillabee Energy Center, LLC

05-60394-BRL

73,223

Idlewild Fuel Management Corp.

05-60397-BRL

JMC Bethpage, Inc.

05-60362-BRL

KIAC Partners

05-60366-BRL

5,658,987

Lake Wales Energy Center, LLC

05-60369-BRL

Lawrence Energy Center, LLC

05-60371-BRL

Lone Oak Energy Center, LLC

05-60403-BRL

31,095

Los Esteros Critical Energy Facility, LLC

05-60404-BRL

56,592

 

 

29

Index Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

Legal Entity

Case Number

Disbursements

Los Medanos Energy Center LLC

05-60405-BRL

$                 4,448,558

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

4,036

MEP Pleasant Hill, LLC

05-60334-BRL

328,327

Moapa Energy Center, LLC

05-60337-BRL

Mobile Energy L L C

05-60344-BRL

10,794

Modoc Power, Inc.

05-60346-BRL

Morgan Energy Center, LLC

05-60353-BRL

124,284

Mount Hoffman Geothermal Company, L.P.

05-60361-BRL

Mt. Vernon Energy LLC

05-60376-BRL

NewSouth Energy LLC

05-60381-BRL

Nissequogue Cogen Partners

05-60388-BRL

1,505,243

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

891,621

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

757,864

Philadelphia Biogas Supply, Inc.

05-60421-BRL

Phipps Bend Energy Center, LLC

05-60395-BRL

Pine Bluff Energy, LLC

05-60396-BRL

369,998

Power Investors, L.L.C.

05-60398-BRL

Power Systems MFG., LLC

05-60399-BRL

4,725,558

Quintana Canada Holdings, LLC

05-60400-BRL

RockGen Energy LLC

05-60401-BRL

2,792,226

Rumford Power Associates Limited Partnership

05-60467-BRL

8,577

Russell City Energy Center, LLC

05-60411-BRL

73,307

San Joaquin Valley Energy Center, LLC

05-60413-BRL

10,000

Silverado Geothermal Resources, Inc.

06-10198-BRL

6,674

Skipanon Natural Gas, LLC

05-60415-BRL

South Point Energy Center, LLC

05-60417-BRL

3,157,010

South Point Holdings, LLC

05-60419-BRL

Stony Brook Cogeneration, Inc.

05-60422-BRL

Stony Brook Fuel Management Corp.

05-60428-BRL

Sutter Dryers, Inc.

05-60430-BRL

TBG Cogen Partners

05-60432-BRL

53,995

Texas City Cogeneration, L.P.

05-60434-BRL

756,928

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

 

 

30

Index Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

 

Legal Entity

Case Number

Disbursements

Thomassen Turbine Systems America, Inc.

05-60354-BRL

$                        3,000

Tiverton Power Associates Limited Partnership

05-60357-BRL

8,988

Towantic Energy, L.L.C.

05-60364-BRL

108

VEC Holdings, LLC

05-60365-BRL

Venture Acquisition Company

05-60368-BRL

Vineyard Energy Center, LLC

05-60373-BRL

Wawayanda Energy Center, LLC

05-60378-BRL

Whatcom Cogeneration Partners, L.P.

05-60468-BRL

Zion Energy LLC

05-60380-BRL

842,491

 

 

 

TOTAL

 

$            570,186,380

 

 

31

Index Definitions

SCHEDULE VI

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

DEBTORS’ STATEMENT REGARDING INSURANCE POLICIES

For the Period from August 1, 2006, to August 31, 2006

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

 

 

32

 

 

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