-----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, EpMotMqngngLCMBQ9HEdq+aZ1YeNDg0IrolhsPC0VsrPk8rpNT/rUkcp396sSBvN Pn3gd0cNgFE6ZbGcJFmsWg== 0000916457-07-000004.txt : 20070116 0000916457-07-000004.hdr.sgml : 20070115 20070116144930 ACCESSION NUMBER: 0000916457-07-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070116 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070116 DATE AS OF CHANGE: 20070116 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: 07531752 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 november2006.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): January 16, 2007

 

 

CALPINE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

1-12079

77-0212977

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

50 West San Fernando Street, San Jose, California 95113

717 Texas Avenue, Houston, Texas 77002

(Addresses of principal executive offices and zip codes)

 

Registrant’s telephone number, including area code: (408) 995-5115

 

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

 

 

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

o

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

o

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

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 


Index   Definitions

 

ITEM 7.01 — REGULATION FD DISCLOSURE

 

On January 16, 2007, Calpine Corporation (“Calpine” or the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed their unaudited consolidated Monthly Operating Statement for the month ended November 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., Case No. 05-60200 (BRL). Exhibit 99.1 to this Current Report on Form 8-K contains the unaudited consolidated Monthly Operating Statement as filed with the U.S. Bankruptcy Court.

 

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

 

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

 

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

Limitation on Incorporation by Reference

 

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

 

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) risks associated with the operation of power plants, including unscheduled outages of operating plants; (xiv) factors that impact the output of the Company’s geothermal resources and generation facilities, including unusual or unexpected steam field well and pipeline maintenance and variables associated with the waste water injection projects that supply added water to the steam reservoir; (xv) quarterly and seasonal fluctuations of the Company’s results; (xvi) competition; (xvii) risks associated with marketing and selling power from plants in the evolving energy markets; (xviii) present and possible future claims, litigation and enforcement actions; (xix) effects of the application of laws or regulations, including changes in laws or regulations or the interpretation thereof; and (xx) other risks identified in this report and in the Company’s annual and quarterly reports on Forms 10-K and 10-Q. You should also carefully review other reports that the Company files with the SEC. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.

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

 

 

(d)

Exhibits

 

99.1  Calpine Corporation’s Unaudited Monthly Operating Statement for the month ended November 30, 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,

Chief Accounting Officer

 

 

 

Date:  January 16, 2007

 

 

 

 

3

 


Index   Definitions

 

EXHIBIT INDEX

 

 

Exhibit

Number

 

 

Description

99.1

 

Calpine Corporation’s Unaudited Monthly Operating Statement for the month
ended November 30, 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 NOVEMBER 1, 2006, TO NOVEMBER 30, 2006

 

 

DEBTORS’ ADDRESS:

50 West San Fernando Street, San Jose, California 95113

 

 

 

 

717 Texas Avenue, Houston, Texas 77002

 

 

 

 

 

 

 

 

 

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

$

416,648 

 

 

 

 

 

 

DEBTORS’ ATTORNEYS:

Kirkland & Ellis LLP

 

 

 

 

Richard M. Cieri (RC 6062)

 

 

 

 

Marc Kieselstein (admitted pro hac vice)

 

 

 

 

David R. Seligman (admitted pro hac vice)

 

 

 

 

Edward O. Sassower (ES 5823)

 

 

 

 

Citigroup Center

 

 

 

 

153 East 53rd Street

 

 

 

 

New York, NY 10022-4611

 

 

 

 

 

 

 

 

 

MONTHLY OPERATING INCOME (LOSS) (IN THOUSANDS):

$

(243,341)

 

 

 

 

 

REPORT PREPARER:

CALPINE CORPORATION, et al.

 

 

 

 

The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.

 

 

/s/       CHARLES B. CLARK, JR.

 

Charles B. Clark, Jr.

 

Senior Vice President,

Chief Accounting Officer

DATE:  January 16, 2007

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 Third Quarter Form 10-Q

 

Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006

 

 

 

2006 Forms 10-Q

 

2006 First Quarter Form 10-Q, 2006 Second Quarter Form 10-Q, and 2006 Third Quarter Form 10-Q

 

 

 

APB

 

Accounting Principles Board 

 

 

 

ASC

 

Aircraft Services Corporation

 

 

 

Bankruptcy Code

 

United States Bankruptcy Code

 

 

 

CalGen

 

Calpine Generating Company, LLC

 

 

 

Calpine Debtor(s)

 

The U.S. Debtors and the Canadian Debtors

 

 

 

Canadian Court

 

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

 

 

 

Canadian Debtor(s)

 

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

 

 

 

Cash Collateral Order

 

Second Amended Final Order of the U.S. Bankruptcy Court Authorizing Use of Cash Collateral and Granting Adequate Protection, dated February 24, 2006, as modified by orders entered by the U.S. Bankruptcy Court on June 21, 2006, July 12, 2006, October 25, 2006, November 15, 2006, December 20, 2006, and December 28, 2006

 

 

 

CCAA

 

Companies’ Creditors Arrangement Act (Canada)

 

 

 

CCFC

 

Calpine Construction Finance Company, L.P.

 

 

 

CCFCP

 

CCFC Preferred Holdings, LLC

 

 

 

CES

 

Calpine Energy Services, L.P.

 

 

6

 


Index

 

Abbreviation

 

Definition

 

 

 

Chapter 11

 

Chapter 11 of the Bankruptcy Code

 

 

 

DIP Facility

 

The Revolving Credit, Term Loan and Guarantee Agreement, dated as of December 22, 2005, as amended on January 26, 2006, and as amended and restated by that certain Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, the Guarantors party thereto, the Lenders from time to time party thereto, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as joint syndication agents, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, General Electric Capital Corporation, as Sub-Agent for the Revolving Lenders, Credit Suisse, as administrative agent for the Second Priority Term Lenders, Landesbank Hessen Thuringen Girozentrale, New York Branch, General Electric Capital Corporation and HSH Nordbank AG, New York Branch, as joint documentation agents for the First Priority Lenders and Bayerische Landesbank, General Electric Capital Corporation and Union Bank of California, N.A., as joint documentation agents for the Second Priority Lenders

 

 

 

EITF

 

Emerging Issues Task Force

 

 

 

Exchange Act

 

United States Securities Exchange Act of 1934, as amended

 

 

 

FASB

 

Financial Accounting Standards Board

 

 

 

FERC

 

Federal Energy Regulatory Commission

 

 

 

FIN

 

FASB Interpretation Number

 

 

 

First Priority Notes

 

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

 

 

 

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

 

 

 

Geysers Assets

 

19 geothermal power plant assets located in northern California

 

 

 

LSTC

 

Liabilities subject to compromise

 

 

 

Mitsui

 

Mitsui & Co., Ltd.

 

 

 

Non-U.S. Debtor(s)

 

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

 

 

 

Petition Date

 

December 20, 2005

 

 

 

PG&E

 

Pacific Gas & Electric Company

 

 

 

PPA(s)

 

Power purchase agreement(s)

 

 

 

SDG&E

 

San Diego Gas & Electric Company

 

 

 

SDNY Court

 

United States District Court for the Southern District of New York

 

 

7

 


Index

 

Abbreviation

 

Definition

 

 

 

SEC

 

United States Securities and Exchange Commission

 

 

 

Second Priority Debt

 

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

 

 

 

Second Lien Term Loans

 

Calpine Corporation’s Senior Secured Term Loans Due 2007

 

 

 

Securities Act

 

United States Securities Act of 1933, as amended

 

 

 

SFAS

 

Statement of Financial Accounting Standards

 

 

 

SOP

 

Statement of Position

 

 

 

ULC I

 

Calpine Canada Energy Finance ULC

 

 

 

ULC II

 

Calpine Canada Energy Finance II ULC

 

 

 

U.S.

 

United States of America

 

 

 

U.S. Bankruptcy Court

 

United States Bankruptcy Court for the Southern District of New York

 

 

 

U.S. Debtor(s)

 

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

 

 

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 November 30, 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

16

 

3.

Summary of Significant Accounting Policies

17

 

4.

Recent Accounting Pronouncements

17

 

5.

Cash and Cash Equivalents, Restricted Cash and Margin Deposits

18

 

6.

Rejected Contracts and Related Matters

19

 

7.

Liabilities Subject to Compromise

19

 

8.

DIP Facility

20

 

9.

Reorganization Items

21

Schedules:      

 

 

Schedule I

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

22

Schedule II

Schedule of Consolidating Condensed Statement of Operations for the Month
Ended November 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

 


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 November 1, 2006, through November 30, 2006

 

 

Revenue:

 

 

 

 

Electricity and steam revenue

 

$

378,638

 

Sales of purchased power and gas for hedging and optimization

 

 

109,000

 

Mark-to-market activities, net

 

 

(10,267

)

Other revenue

 

 

4,536

 

Total revenue

 

 

481,907

 

Cost of revenue:

 

 

 

 

Plant operating expense

 

 

62,899

 

Royalty expense

 

 

1,871

 

Transmission purchase expense

 

 

5,994

 

Purchased power and gas expense for hedging and optimization

 

 

112,034

 

Fuel expense

 

 

226,818

 

Depreciation and amortization expense

 

 

40,829

 

Operating plant impairments

 

 

(1

)

Operating lease expense

 

 

4,091

 

Other cost of revenue

 

 

4,712

 

Total cost of revenue

 

 

459,247

 

Gross profit

 

 

22,660

 

Equipment, development project and other impairments

 

 

 

Long-term service agreement cancellation charge

 

 

 

Project development expense

 

 

2,360

 

Research and development expense

 

 

927

 

Sales, general and administrative expense

 

 

6,655

 

Income from operations

 

 

12,718

 

Interest expense

 

 

254,493

 

Interest (income)

 

 

(7,317

)

Minority interest expense

 

 

228

 

Other (income) expense, net

 

 

872

 

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

 

 

(235,558

)

Reorganization items

 

 

7,899

 

Income (loss) before provision for income taxes

 

 

(243,457

)

Provision (benefit) for income taxes

 

 

(116

)

Net income (loss)

 

$

(243,341

)

 

 

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)

November 30, 2006

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

1,190,772

 

Accounts receivable, net

 

 

746,029

 

Margin deposits and other prepaid expense

 

 

319,548

 

Inventories

 

 

202,725

 

Restricted cash

 

 

387,385

 

Current derivative assets

 

 

239,673

 

Current assets held for sale

 

 

154,515

 

Other current assets

 

 

82,410

 

Total current assets

 

 

3,323,057

 

Restricted cash, net of current portion

 

 

193,856

 

Notes receivable, net of current portion

 

 

145,773

 

Project development costs

 

 

26,468

 

Investments

 

 

114,311

 

Deferred financing costs

 

 

142,200

 

Prepaid lease, net of current portion

 

 

209,305

 

Property, plant and equipment, net

 

 

13,691,556

 

Goodwill

 

 

45,160

 

Other intangible assets, net

 

 

50,672

 

Long-term derivative assets

 

 

392,912

 

Other assets

 

 

523,500

 

Total assets

 

$

18,858,770

 

 

 

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

 

$

467,011

 

Accrued payroll and related expense

 

 

43,373

 

Accrued interest payable

 

 

330,409

 

Income taxes payable

 

 

99,073

 

Notes payable and other borrowings, current portion

 

 

143,940

 

Preferred interests, current portion

 

 

8,990

 

Capital lease obligations, current portion

 

 

282,389

 

CCFC financing, current portion

 

 

3,208

 

CalGen financing, current portion

 

 

2,511,136

 

Construction/project financing, current portion

 

 

717,537

 

DIP Facility, current portion

 

 

3,500

 

Current derivative liabilities

 

 

305,788

 

Other current liabilities

 

 

358,479

 

Total current liabilities

 

 

5,274,833

 

Notes payable and other borrowings, net of current portion

 

 

419,944

 

Preferred interests, net of current portion

 

 

574,425

 

Capital lease obligations, net of current portion

 

 

136

 

CCFC financing, net of current portion

 

 

778,932

 

Construction/project financing, net of current portion

 

 

1,478,418

 

DIP Facility, net of current portion

 

 

993,875

 

Deferred income taxes, net of current portion

 

 

424,902

 

Deferred revenue

 

 

109,650

 

Long-term derivative liabilities

 

 

534,685

 

Other liabilities

 

 

159,183

 

Total liabilities not subject to compromise

 

 

10,748,983

 

Liabilities subject to compromise

 

 

14,864,869

 

Commitments and contingencies

 

 

 

 

Minority interests

 

 

269,431

 

Stockholders’ equity (deficit):

 

 

 

 

Common stock

 

 

536

 

Additional paid-in capital

 

 

3,271,124

 

Additional paid-in capital, loaned shares

 

 

162,400

 

Additional paid-in capital, returnable shares

 

 

(162,400

)

Accumulated deficit

 

 

(10,247,826

)

Accumulated other comprehensive loss

 

 

(48,357

)

Total stockholders’ deficit

 

 

(7,024,513

)

Total liabilities and stockholders’ deficit

 

$

18,858,770

 

 

 

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 November 1, 2006, through November 30, 2006

1.  Chapter 11 Cases and CCAA Proceedings

 

Since the Petition Date, Calpine Corporation and 273 of its wholly owned subsidiaries in the U.S. have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court. Similarly, since the Petition Date, 12 of Calpine’s Canadian subsidiaries have filed for creditor protection under the CCAA in the Canadian Court. Certain other subsidiaries could file under Chapter 11 in the U.S. or for creditor protection under the CCAA in Canada in the future. The Chapter 11 cases are being jointly administered for procedural purposes only by the U.S. Bankruptcy Court under the case captioned In re Calpine Corporation et al., Case No. 05-60200 (BRL). See Note 2 “Chapter 11 Cases and CCAA Proceedings” in our 2006 Third Quarter Form 10-Q for a summary of our Chapter 11 cases and CCAA proceedings. Described below are the most significant events that were pending or occurred in the Chapter 11 cases during or after the month ended November 30, 2006.

 

On October 12, 2006, the U.S. Bankruptcy Court approved an auction process in which qualifying bidders can make competing offers on our wholly owned subsidiary, MEP Pleasant Hill, LLC, which had entered into an asset purchase agreement with Aquila, Inc. to sell substantially all of the assets related to the Aries power plant, a 590-MW natural gas-fired facility in Pleasant Hill, Missouri, for approximately $159 million. On December 6, 2006, following an auction process in which qualified bidders could make competing offers, the U.S. Bankruptcy Court approved the sale of the Aries power plant assets to Kelson Holdings, LLC for $233.6 million plus certain per diem expenses of the Company for running the facility after December 21, 2006, through the closing of the sale. Closing of the transaction is subject to certain additional conditions including receipt of any required regulatory approvals.

 

We have identified for potential sale 15 turbines, comprising 14 combustion turbines and one steam turbine. The generating capacities of the turbines range from approximately 45 MW to approximately 180 MW. The U.S. Bankruptcy Court approved our sale of one of the combustion turbines for $16.0 million on October 12, 2006, and on November 1, 2006, approved the sale of four additional combustion turbines for $48.0 million after we had completed an auction process in the U.S. Bankruptcy Court. Additionally, on November 16, 2006, we sold five combustion turbines and one partial combustion turbine unit and additional miscellaneous other assets for a total of approximately $47.7 million pursuant to U.S. Bankruptcy Court approved auction procedures.

 

RockGen Energy LLC leases a 460-MW natural gas-fired power plant located in Christiana, Wisconsin. On November 2, 2006, we entered into a Forbearance Agreement with the RockGen owner lessors and owner participants, as well as the trustees and other parties to the RockGen sale/leaseback financing and, due to the highly confidential and proprietary information set forth in the Forbearance Agreement, sought and obtained the approval of the U.S. Bankruptcy Court to file the motion to approve the Forbearance Agreement under seal. Following entry of the order approving the request to file under seal, on November 2, 2006, we filed under seal the motion to approve the Forbearance Agreement with the U.S. Bankruptcy Court, which motion was approved by the U.S. Bankruptcy Court on November 15, 2006. We believe that the Forbearance Agreement will provide a consensual mechanism to maximize the value of the RockGen power plant and to minimize claims in the Chapter 11 cases.

 

On November 3, 2006, we entered into an asset purchase agreement with Puget Sound Energy to sell substantially all of the assets of the Goldendale Energy Center, a 271-MW natural gas-fired combined-cycle power plant located in Goldendale, Washington, for approximately $100 million, plus the assumption by Puget Sound Energy of certain liabilities. On December 6, 2006, the U.S. Bankruptcy Court approved an auction process in which qualified bidders can make competing offers on the transaction. The sale hearing is currently scheduled for February 7, 2007, before the U.S. Bankruptcy

 

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Index   Definitions

 

Court. Closing of the transaction is subject to certain additional conditions including receipt of any required regulatory approvals.

 

On November 15, 2006, the U.S. Bankruptcy Court approved the transfer of certain assets by Calpine to Otay Mesa Energy Center, LLC, a Non-U.S. Debtor, for the development of a 593-MW natural gas-fired combined-cycle power plant in San Diego County, California. In addition, the Court approved certain agreements to facilitate the development of the project including, among other things, a revised 10-year PPA with SDG&E and a sublease agreement which includes put/call options in favor of Calpine and SDG&E, respectively, whereby under certain circumstances, after 10 years of operations, Calpine can require SDG&E, or SDG&E can elect, to purchase the project. The U.S. Bankruptcy Court also authorized Calpine to make cash contributions to Otay Mesa Energy Center, LLC not to exceed $35 million. The U.S. Bankruptcy Court’s order has been appealed, but the order has not been stayed pending appeal.

 

On November 22, 2006, we filed a motion with the U.S. Bankruptcy Court for an extension of the period during which the Debtors have the exclusive right to file a plan or plans of reorganization from December 31, 2006, to June 20, 2007, and an extension of the deadline by which the Debtors have the exclusive right to solicit acceptances of such plan or plans from March 31, 2007, to August 20, 2007. The U.S. Bankruptcy Court approved the motion on December 6, 2006. However, the U.S. Bankruptcy Court has the power to terminate these periods prior to June 20, 2007, and August 20, 2007, respectively, and we can make no assurance that the U.S. Bankruptcy Court will not do so.

 

On December 6, 2006, the U.S. Bankruptcy Court entered an interim order establishing the effective date for notice and sell-down procedures for trading in claims against the U.S. Debtors’ estates and scheduling a hearing on February 7, 2007, to approve an order establishing notice and sell-down procedures for trading in claims against the U.S. Debtors’ estates. The notice and sell-down procedures will allow the U.S. Debtors to identify substantial claim holders and to require certain claim holders who purchase claims after entry of the interim order to sell down a portion of those claims, if necessary, to protect the U.S. Debtors’ ability to utilize their accumulated net operating losses and other tax attributes. Pursuant to the interim order, potential purchasers of claims against the U.S. Debtors are deemed notified that, to the extent a final order is approved, they may be subject to a required sell-down of any claims purchased after December 6, 2006, pursuant to the terms of the final order. The U.S. Bankruptcy Court previously approved certain trading notification and transfer procedures designed to allow the Company to restrict trading in its common stock (and related securities) which could negatively impact the U.S. Debtors’ accumulated net operating losses and other tax attributes.

 

On December 22, 2006, the U.S. Debtors filed a motion with the U.S. Bankruptcy Court to employ AP Services, LLC as its crisis managers pursuant to section 363 of the Bankruptcy Code, with such employment effective as of November 3, 2006. Hearing on the motion is scheduled for January 17, 2007. The retention of AP Services, LLC had previously been approved by the U.S. Bankruptcy Court by final order dated March 27, 2006. The December 22, 2006, motion seeks approval of certain amendments to the services agreement with AP Services, LLC, reflecting (i) the retention of Lisa J. Donahue, whose services are provided pursuant to such services agreement, as our Chief Financial Officer and (ii) the terms of the contingent success fee arrangement between Calpine and AP Services, LLC.

 

In addition, during the pendency of our Chapter 11 cases, in lieu of distributions, our U.S. Debtor subsidiaries are permitted under the terms of the Cash Collateral Order to make transfers from their excess cash flow in the form of loans to other U.S. Debtors, notwithstanding the existence of any default or event of default related to our Chapter 11 cases. However, approximately $258 million in excess cash flow was being held at our U.S. Debtor subsidiary, CalGen, by the collateral agent for the CalGen secured debt due to the CalGen collateral agent’s disagreement with our interpretation of the Cash Collateral Order’s authorization of such transfers. On December 20, 2006, the U.S. Bankruptcy Court approved an order modifying the Cash Collateral Order. Pursuant to the December 20, 2006, order, the CalGen collateral agent has (following the amendment of the DIP Facility described in Note 8) transferred $258 million to us in the form of a loan. In addition, pursuant to the December 20, 2006, order, the CalGen collateral agent will honor all future requests for loan transfers within three days of receipt of the request, provided that (a) the U.S. Debtors are in compliance with certain adequate protection obligations under the Cash Collateral Order and (b) CalGen is in compliance, in all material respects, with certain specified provisions of the indentures governing its notes. As adequate protection to CalGen’s debt holders, CalGen shall have a first priority lien upon the excess cash flow transferred to the extent such funds remain in a separate account maintained by us. In addition, CalGen

 

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shall have an allowed claim in the amount of the excess cash flow transferred against each of the U.S. Debtors and a junior lien upon all assets of each of the U.S. Debtors.

 

On December 28, 2006, the U.S. Bankruptcy Court approved an order further modifying the Cash Collateral Order. The December 28, 2006, order allows Calpine Corporation to make adequate protection payments to the holders of the Second Priority Debt. Each of the Second Lien Term Loan lenders had until January 12, 2007, to notify the agent for the Second Lien Term Loans whether such lender elects not to receive adequate protection payments as set forth in the December 28, 2006, order. A hearing is scheduled to be held on February 27, 2007, to address, among other things, any requests for adequate protection by Second Lien Term Loan lenders that elected not to receive the adequate protection payments and/or whether Second Lien Term Loan lenders are entitled to make an election not to receive such payments. Pursuant to the December 28, 2006, order, Calpine is not permitted to draw on its $1 billion revolving credit facility under the DIP Facility to make adequate protection payments with respect to the Second Priority Debt, but may only use unrestricted cash on hand to the extent such unrestricted cash is in excess of $10 million and there is a zero balance (other than any letters of credit) under the credit facility to make such payments. Calpine Corporation is required to use commercially reasonable efforts to cause its direct and indirect subsidiaries to upstream cash to it (which, in the case of any subsidiaries that are U.S. Debtors shall be via intercompany loan). Subject to these liquidity requirements, and provided there is no default or event of default under the DIP Facility at the time or as a result of such payment, Calpine Corporation is required to pay holders of the Second Priority Debt (with the exception of Second Lien Term Loan lenders that elect not to receive adequate protection payments) a total of $100.3 million as adequate protection payments for 2006 in four equal quarterly installments on March 31, 2007, June 30, 2007, September 30, 2007, and December 31, 2007. To the extent any quarterly payment is not paid in full due to the liquidity requirements, the unpaid balance would carry over and be added to the next quarterly payment. In addition, Calpine Corporation is required to pay a total of $216 million as adequate protection payments for 2007 for the Second Priority Debt that carries a fixed rate (comprising the 8 1/2% Second Priority Senior Secured Notes Due 2010, 8 3/4% Second Priority Senior Secured Notes Due 2013 and 9 7/8% Second Priority Senior Secured Notes Due 2011) in four installments on January 15, 2007, June 1, 2007, July 15, 2007, and December 1, 2007. Further, Calpine Corporation is required to make adequate protection payments for 2007 to holders of the Second Priority Debt (with the exception of Second Lien Term Loan lenders that elect not to receive the adequate protection payments) that carries a floating rate (comprising the Second Priority Senior Secured Floating Rate Notes due 2007 and the Second Lien Term Loans) based on the rates in effect at the time of payment in four quarterly installments on January 15, 2007, April 15, 2007, July 15, 2007, and October 15, 2007. It is impossible at this time to predict with any specificity the amounts that ultimately will be paid with respect to adequate protection payments to be made on Second Priority Debt that carries a floating interest rate; however, based on an assumed LIBOR rate of 5.37% and a prime rate of 8.25%, and assuming that all Second Lien Term Loan lenders receive such payments, the total 2007 adequate protection payment for floating rate Second Priority Debt is estimated to be approximately $150 million. Payment of the adequate protection payments for 2007 is subject to there being no default or event of default under the DIP Facility at the time or as a result of such payment and is subject to the liquidity requirements. To the extent adequate protection payments for 2007 are not made in full due to the liquidity requirements, the unpaid balance will carry over and be added to the next scheduled payment. In exchange for these payments, the holders of the Second Priority Debt (with the exception of Second Lien Term Loan lenders that elect not to receive the adequate protection payments) have agreed to waive certain claims for default interest or interest on interest. Calpine Corporation expects to record additional interest expense in 2006 and 2007 in the total amount of approximately $466 million, which is the total additional estimated payments provided for by the modifications outlined above. As a result, we accrued additional interest expense of approximately $186 million in November 2006, representing interest on the Second Priority Debt for the period of December 21, 2005, to November 30, 2006, less amounts previously accrued under the prior terms of the Cash Collateral Order.

 

On January 3, 2007, the U.S. Bankruptcy Court authorized us to take all necessary actions to effectuate the financing of the Greenfield Energy Centre, a 1,005-MW natural gas-fired, combined-cycle power plant currently under construction in Courtright, Ontario, Canada in which we have a 50% interest. The financing is comprised of: (1) a non-recourse term loan for up to CDN$560 million, (2) the issuance of a CDN$50 million letter of credit to secure the Greenfield partnership’s obligations under the Ontario Power Authority Power Purchase Agreement and (3) a CDN$45 million working capital facility for collateral needs to buy fuel for the Greenfield Energy Centre. Any lenders participating in the financing transaction will receive a security interest in the Greenfield plant assets.

 

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Index   Definitions

 

In June 2006, pursuant to orders of the U.S. Bankruptcy Court, we completed repayment of the First Priority Notes at par ($646.1 million) plus accrued and unpaid interest. The repayment orders provided that such repayment was without prejudice to the 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. The First Priority Trustee appealed each of the repayment orders to the SDNY Court. In addition, 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 were required to answer or otherwise move with respect to the First Priority Trustee’s adversary proceeding until ten days after a final order was entered in the First Priority Trustee’s appeal to the SDNY Court of the 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 on July 24, 2006, the SDNY Court entered an order consolidating both appeals. On January 9, 2006, the SDNY Court affirmed the U.S. Bankruptcy Court’s repayment orders, and dismissed for lack of appellate jurisdiction the First Priority Trustee’s appeal of the U.S. Bankruptcy Court’s June 21, 2006 order. The First Priority Trustee’s adversary proceeding remains pending in the U.S. Bankruptcy Court.

 

In the CCAA proceedings, the Canadian Debtors sought and obtained a stay of proceedings from the Canadian Court in connection with the CCAA filings. Unlike the automatic stay provided under the Bankruptcy Code, there is no provision for an automatic stay under the CCAA. Pursuant to various orders, the most recent dated November 14, 2006, the Canadian Court extended its stay of proceedings through March 26, 2007.

 

2.  Basis of Presentation

 

The accompanying consolidated condensed financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and satisfaction of liabilities in the ordinary course of business, and in accordance with SOP 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” The consolidated condensed financial statements do not include any adjustments that might be required should we be unable to continue to operate as a going concern. In accordance with SOP 90-7, all pre-petition liabilities subject to compromise have been segregated in the consolidated condensed balance sheets and classified as LSTC, at the estimated amount of allowed claims. Interest expense related to pre-petition LSTC has been reported only to the extent that it will be paid during the pendency of the Chapter 11 cases or is permitted by the Cash Collateral Order or is expected to be an allowed claim. Liabilities not subject to compromise are separately classified as current or noncurrent. Expenses, provisions for losses resulting from reorganization and certain other items directly related to our Chapter 11 cases are reported separately as reorganization items.

 

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

 

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

 

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Index   Definitions

 

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 loss of $10.3 million in November 2006, there was a $3.2 million unrealized loss, and we had a realized loss of $7.0 million. The realized loss included a non-cash gain of approximately $1.0 million from amortization of various items.

 

3.  Summary of Significant Accounting Policies

 

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

 

4.  Recent Accounting Pronouncements

 

SFAS No. 123-R

 

In December 2004, FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” referred to as SFAS No. 123-R, which requires a public company to use the fair value method of accounting for stock-based compensation. We adopted this standard as of January 1, 2006, and applied the modified prospective transition method. The modified 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

 

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Index   Definitions

 

interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early adoption permitted. We are currently assessing the impact this standard will have on our results of operations, cash flows and financial position.

 

SFAS No. 157

 

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in GAAP, and enhances disclosures about fair value measurements. SFAS No. 157 applies when other accounting pronouncements require fair value measurements; it does not require new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, with early adoption encouraged. We are currently assessing the impact this standard will have on our results of operations, cash flows, and financial position.

 

SAB No. 108

 

In September 2006, the SEC Staff issued SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 establishes a “dual approach” for quantifying the effects of financial statement errors, which requires the quantification of the effect of financial statement errors on each financial statement, as well as related disclosures. SAB No. 108 permits public companies to initially adopt its provisions either by (i) restating prior financial statements as if the “dual approach” had always been applied or (ii) recording the cumulative effect of initially applying the “dual approach” as adjustments to the carrying values of assets and liabilities as of January 1, 2006, with an offsetting adjustment recorded in the opening balance of retained earnings. Public companies must begin to apply the provisions of SAB No. 108 no later than their annual financial statements for their first fiscal year ending after November 15, 2006. We do not expect the application of the provisions of SAB No. 108 will have a material impact on our results of operations, cash flows or financial condition.

 

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, at least temporarily, to the operations of the respective projects. At November 30, 2006, $616.9 million of the cash and cash equivalents balance was subject to such project finance facilities and lease agreements.

 

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

 

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Index   Definitions

 

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

 

 

 

Current

 

Non-Current

 

Total

 

Debt service

 

$

122,726

 

$

113,682

 

$

236,408

 

Rent reserve

 

 

55,064

 

 

 

 

55,064

 

Construction/major maintenance

 

 

88,410

 

 

30,028

 

 

118,438

 

Security/project reserves

 

 

 

 

 

 

 

Collateralized letters of credit and other credit support

 

 

34,285

 

 

 

 

34,285

 

Other

 

 

86,900

 

 

50,146

 

 

137,046

 

Total

 

$

387,385

 

$

193,856

 

$

581,241

 

 

Of our restricted cash at November 30, 2006, $316.2 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.

 

$

166.7

 

Gilroy Energy Center, LLC

 

 

44.6

 

Riverside Energy Center, LLC 

 

 

34.1

 

Rocky Mountain Energy Center, LLC

 

 

41.9

 

Calpine Northbrook Energy Marketing, LLC

 

 

6.7

 

Calpine King City Cogen, LLC

 

 

19.9

 

Calpine Fox LLC

 

 

 

Power Contract Financing III, LLC

 

 

2.3

 

 

 

$

316.2

 

 

Margin Deposits — As of November 30, 2006, to support commodity transactions, we had margin deposits with third parties of $176.3 million; we made gas and power prepayments of $102.6 million; and had a letter of credit outstanding of $2.0 million. Counterparties had deposited with us $2.4 million as margin deposits at November 30, 2006. We had $4.5 million counterparty letters of credit outstanding at November 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

 

The U.S. Debtors have assumed certain contracts and unexpired leases related to non-residential real property and have identified certain significant contracts and leases to be rejected, repudiated or terminated. See Note 2 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Third Quarter Form 10-Q for a summary of significant developments in connection with these matters.

 

7.  Liabilities Subject to Compromise

 

The claims bar dates—the dates by which claims against the Calpine Debtors were to be filed with the applicable Bankruptcy Court—were set for August 1, 2006, for the Calpine Debtors other than Calpine Geysers Company, L.P., for which the claims bar date was set for October 31, 2006. See Note 2 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Third Quarter Form 10-Q for additional information.

 

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Index   Definitions

 

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

 

Accounts payable and accrued liabilities

 

$

372.1

 

Terminated commodity contracts and interest rate swaps

 

 

543.1

 

Convertible notes

 

 

1,823.4

 

Second priority senior secured notes(1)

 

 

3,671.9

 

Unsecured senior notes

 

 

1,880.0

 

Notes payable and other liabilities – related party

 

 

1,100.2

 

Provision for allowed claims(2)

 

 

5,474.2

 

Total liabilities subject to compromise(3)

 

$

14,864.9

 

__________

(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.

(3)

In November 2006, $159.1 million of project financing debt related to the Aries power plant was reclassified from Liabilities subject to compromise to Construction/project financing, current portion due to the pending sale of that facility, as the proceeds are expected to be adequate to retire that debt in its entirety.

 

8.  DIP Facility

 

Pursuant to the DIP Facility, and applicable orders of the U.S. Bankruptcy Court, the DIP Facility lenders have made available to Calpine up to $2 billion comprised of a $1 billion revolving credit facility, a $400 million first priority term loan facility and a $600 million second priority term loan facility. The DIP Facility, which is guaranteed by each of the other U.S. Debtors, will remain in place until the earlier of an effective plan of reorganization or December 20, 2007. The DIP Facility is secured by first priority liens on all of the unencumbered assets of the U.S. Debtors, including the Geysers Assets, and junior liens on all of their encumbered assets. The proceeds of borrowings and letters of credit issued under the DIP Facility will be used, among other things, for working capital and other general corporate purposes. In February 2006, a portion of the borrowings under the revolving credit facility was 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 November 2006, there were no amounts outstanding under the revolving credit facility, and $61.0 million additional letters of credit were issued against the revolving credit facility. Accordingly, at November 30, 2006, there was $997.4 million outstanding under the term loan facilities, nothing outstanding under the revolving credit facility and $72.7 million of letters of credit issued against the revolving credit facility.

 

The DIP Facility was amended on May 3, 2006, September 25, 2006, and most recently on December 20, 2006. The December 20, 2006 amendment, among other things, (i) implements various provisions of the agreed-upon order amending the Cash Collateral Order, including allowing for certain liens in favor of CalGen, (ii) allows adequate protection payments to holders of Second Priority Debt totaling approximately $466 million for 2006 and 2007 and (iii) eliminates the provision that

 

20

 


Index   Definitions

 

reduces the DIP revolver commitment from $1 billion to $750 million based on certain asset sale mechanics. See Note 22 of the Notes to Consolidated Financial Statements included in the 2005 Form 10-K, Note 6 of the Notes to Consolidated Condensed Financial Statements included in the 2006 First Quarter Form 10-Q, Note 7 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Second Quarter Form 10-Q and Note 7 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Third Quarter Form 10-Q for further discussion of the DIP Facility.

 

9.  Reorganization Items

 

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

 

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

 

Provision for expected allowed claims(1)

 

$

5.0

 

(Gain) on asset sales

 

 

(4.0

)

Professional fees

 

 

15.4

 

DIP financing costs

 

 

(1.0

)

Other(2)

 

 

(7.5

)

Total reorganization items

 

$

7.9

 

__________

(1)

This charge primarily includes repudiation, rejection or termination of contracts or guarantee of obligations.

(2)

This charge includes foreign exchange adjustments on LSTC items denominated in a foreign currency and governed by foreign law and employee severance costs and is net of interest income earned on cash accumulated as a result of our Chapter 11 cases.

 

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

 

 

21

 


Index   Definitions

 

SCHEDULE I

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED BALANCE SHEET

(Unaudited)

(in thousands)

November 30, 2006

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

989,178

 

$

201,594

 

$

 

$

1,190,772

 

Accounts receivable, net

 

 

683,968

 

 

137,479

 

 

(75,418

)

 

746,029

 

Accounts receivable (payable) from affiliates, net

 

 

37,798,785

 

 

2,465,201

 

 

(40,263,986

)

 

 

Margin deposits and other prepaid expense

 

 

282,313

 

 

48,898

 

 

(11,663

)

 

319,548

 

Inventories

 

 

176,060

 

 

26,665

 

 

 

 

202,725

 

Restricted cash

 

 

102,380

 

 

285,005

 

 

 

 

387,385

 

Current derivative assets

 

 

194,562

 

 

45,111

 

 

 

 

239,673

 

Current assets held for sale

 

 

 

 

154,515

 

 

 

 

154,515

 

Other current assets

 

 

938,189

 

 

55,952

 

 

(911,731

)

 

82,410

 

Total current assets

 

 

41,165,435

 

 

3,420,420

 

 

(41,262,798

)

 

3,323,057

 

Restricted cash, net of current portion

 

 

48,009

 

 

145,847

 

 

 

 

193,856

 

Notes receivable, net of current portion

 

 

144,108

 

 

1,665

 

 

 

 

145,773

 

Notes receivable from affiliates, net of current portion

 

 

4,226,462

 

 

124,867

 

 

(4,351,329

)

 

 

Project development costs

 

 

15,520

 

 

10,948

 

 

 

 

26,468

 

Investments

 

 

11,971,712

 

 

9,665,482

 

 

(21,522,883

)

 

114,311

 

Deferred financing costs

 

 

38,595

 

 

103,605

 

 

 

 

142,200

 

Prepaid lease, net of current portion

 

 

208,735

 

 

570

 

 

 

 

209,305

 

Property, plant and equipment, net

 

 

7,855,741

 

 

5,836,683

 

 

(868

)

 

13,691,556

 

Goodwill

 

 

45,160

 

 

 

 

 

 

45,160

 

Other intangible assets, net

 

 

15,549

 

 

35,123

 

 

 

 

50,672

 

Long-term derivative assets

 

 

308,078

 

 

84,834

 

 

 

 

392,912

 

Assets of discontinued operations

 

 

39,542

 

 

 

 

 

 

39,542

 

Other assets

 

 

225,196

 

 

269,963

 

 

(11,201

)

 

483,958

 

Intercompany

 

 

569,357

 

 

22,081

 

 

(591,438

)

 

 

Total assets

 

$

66,877,199

 

$

19,722,088

 

$

(67,740,517

)

$

18,858,770

 

 

 

22

 


Index   Definitions

 

CONSOLIDATING CONDENSED BALANCE SHEET — (Continued)

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

LIABILITIES AND

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

512,598

 

$

1,550,481

 

$

(1,596,068

)

$

467,011

 

Accrued payroll and related expense

 

 

41,835

 

 

1,538

 

 

 

 

43,373

 

Accrued interest payable

 

 

487,301

 

 

90,893

 

 

(247,785

)

 

330,409

 

Income taxes payable

 

 

99,073

 

 

 

 

 

 

99,073

 

Notes payable and other borrowings, current portion

 

 

734,832

 

 

134,268

 

 

(725,160

)

 

143,940

 

Preferred interests, current portion

 

 

 

 

8,990

 

 

 

 

8,990

 

Capital lease obligations, current portion

 

 

186,310

 

 

98,470

 

 

(2,391

)

 

282,389

 

CCFC financing, current portion

 

 

 

 

3,208

 

 

 

 

3,208

 

CalGen financing, current portion

 

 

2,511,136

 

 

 

 

 

 

2,511,136

 

Construction/project financing, current portion

 

 

292,850

 

 

424,687

 

 

 

 

717,537

 

DIP Facility, current portion

 

 

3,500

 

 

 

 

 

 

3,500

 

Current derivative liabilities

 

 

218,251

 

 

87,537

 

 

 

 

305,788

 

Other current liabilities

 

 

240,707

 

 

129,435

 

 

(11,663

)

 

358,479

 

Total current liabilities

 

 

5,328,393

 

 

2,529,507

 

 

(2,583,067

)

 

5,274,833

 

Notes payable and other borrowings, net of current portion

 

 

4,275,182

 

 

2,050,257

 

 

(5,905,495

)

 

419,944

 

Preferred interests, net of current portion

 

 

 

 

574,425

 

 

 

 

574,425

 

Capital lease obligations, net of current portion

 

 

317,145

 

 

 

 

(317,009

)

 

136

 

CCFC financing, net of current portion

 

 

 

 

778,932

 

 

 

 

778,932

 

Construction/project financing, net of current portion

 

 

238,845

 

 

1,239,573

 

 

 

 

1,478,418

 

DIP Facility, net of current portion

 

 

993,875

 

 

 

 

 

 

993,875

 

Deferred income taxes, net of current portion

 

 

132,209

 

 

292,693

 

 

 

 

424,902

 

Deferred revenue

 

 

100,491

 

 

21,227

 

 

(12,068

)

 

109,650

 

Long-term derivative liabilities

 

 

432,981

 

 

101,704

 

 

 

 

534,685

 

Other liabilities

 

 

130,565

 

 

28,622

 

 

(4

)

 

159,183

 

Total liabilities not subject to compromise

 

 

11,949,686

 

 

7,616,940

 

 

(8,817,643

)

 

10,748,983

 

Liabilities subject to compromise

 

 

52,468,086

 

 

432

 

 

(37,603,649

)

 

14,864,869

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interests

 

 

 

 

269,431

 

 

 

 

269,431

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

31,533

 

 

5,099

 

 

(36,096

)

 

536

 

Additional paid-in capital

 

 

25,609,739

 

 

10,318,275

 

 

(32,656,890

)

 

3,271,124

 

Accumulated deficit

 

 

(23,136,292

)

 

1,514,715

 

 

11,373,761

 

 

(10,247,816

)

Accumulated other comprehensive loss

 

 

(45,553

)

 

(2,804

)

 

 

 

(48,357

)

Total stockholders’ equity (deficit)

 

 

2,459,427

 

 

11,835,285

 

 

(21,319,225

)

 

(7,024,513

)

Total liabilities and stockholders’ equity (deficit)

 

$

66,877,199

 

$

19,722,088

 

$

(67,740,517

)

$

18,858,770

 

 

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

 


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 November 1, 2006, through November 30, 2006

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

Revenue: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity and steam revenue

 

$

526,420

 

$

203,648

 

$

(351,430

)

$

378,638

 

Sales of purchased power and gas for hedging and optimization

 

 

348,244

 

 

8,526

 

 

(247,770

)

 

109,000

 

Mark-to-market activities, net

 

 

(3,911

)

 

(6,356

)

 

 

 

(10,267

)

Other revenue

 

 

19,610

 

 

12,487

 

 

(27,561

)

 

4,536

 

Total revenue

 

 

890,363

 

 

218,305

 

 

(626,761

)

 

481,907

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Plant operating expense

 

 

404,645

 

 

16,311

 

 

(358,057

)

 

62,899

 

Royalty expense

 

 

1,871

 

 

 

 

 

 

1,871

 

Transmission purchase expense

 

 

2,735

 

 

3,259

 

 

 

 

5,994

 

Purchased power and gas expense for hedging and optimization

 

 

73,878

 

 

57,350

 

 

(19,194

)

 

112,034

 

Fuel expense

 

 

396,629

 

 

79,713

 

 

(249,524

)

 

226,818

 

Depreciation and amortization expense

 

 

25,011

 

 

15,819

 

 

(1

)

 

40,829

 

Operating plant impairments

 

 

(1

)

 

 

 

 

 

(1

)

Operating lease expense

 

 

4,091

 

 

 

 

 

 

4,091

 

Other cost of revenue

 

 

1,957

 

 

2,755

 

 

 

 

4,712

 

Total cost of revenue

 

 

910,816

 

 

175,207

 

 

(626,776

)

 

459,247

 

Gross profit

 

 

(20,453

)

 

43,098

 

 

15

 

 

22,660

 

(Income) loss from unconsolidated investments

 

 

70,211

 

 

22,866

 

 

(93,077

)

 

 

Equipment, development project and other impairments

 

 

 

 

 

 

 

 

 

Long-term service agreement cancellation charge

 

 

 

 

 

 

 

 

 

Project development expense

 

 

2,045

 

 

315

 

 

 

 

2,360

 

Research and development expense

 

 

927

 

 

 

 

 

 

927

 

Sales, general and administrative expense

 

 

(490

)

 

7,145

 

 

 

 

6,655

 

Income (loss) from operations

 

 

(93,146

)

 

12,772

 

 

93,092

 

 

12,718

 

Interest expense

 

 

225,921

 

 

32,546

 

 

(3,974

)

 

254,493

 

Interest (income)

 

 

(8,297

)

 

(2,994

)

 

3,974

 

 

(7,317

)

Minority interest expense

 

 

 

 

228

 

 

 

 

228

 

Other (income) expense, net

 

 

(3,211

)

 

4,068

 

 

15

 

 

872

 

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

 

 

(307,559

)

 

(21,076

)

 

93,077

 

 

(235,558

)

 

 

24

 


Index   Definitions

 

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS — (Continued)

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

Reorganization items

 

$

4,909

 

$

2,990

 

$

 

$

7,899

 

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

 

 

(312,468

)

 

(24,066

)

 

93,077

 

 

(243,457

)

Provision (benefit) for income taxes

 

 

(116

)

 

 

 

 

 

(116

)

Net income (loss)

 

$

(312,352

)

$

(24,066

)

$

93,077

 

$

(243,341

)

 

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

 


Index   Definitions

 

SCHEDULE III

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

SCHEDULE OF PAYROLL AND PAYROLL TAXES

(in thousands)

For the Period from November 1, 2006, through November 30, 2006

 

 


Gross Wages Paid**

 

Employee Payroll
Taxes Withheld*

 

Employer Payroll
Taxes Remitted*

$16,070

 

$3,808

 

$882

 

 

*

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 November 3, 2006; November 10, 2006; November 17, 2006; and November 24, 2006.

 

26

 


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 November 1, 2006, through November 30, 2006

 

 

 

Amount
Withheld/Accrued

 

Amount
Paid

 

Federal and state income taxes 

 

$

(116

)

$

 

State and local taxes:

 

 

 

 

 

 

 

Property

 

 

4,496

 

 

1,041

 

Sales and use

 

 

1,613

 

 

1,950

 

Franchise

 

 

6

 

 

6

 

Other

 

 

22

 

 

22

 

Total state and local taxes

 

 

6,137

 

 

3,019

 

Total taxes

 

$

6,021

 

$

3,019

 

 

 

27

 


Index   Definitions

 

SCHEDULE V

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

TOTAL DISBURSEMENTS BY DEBTOR

For the Month Ended November 30, 2006

(in dollars)

 

 

Legal Entity

Case Number

Disbursements

 

Amelia Energy Center, LP

05-60223-BRL

$                       —

 

Anacapa Land Company, LLC

05-60226-BRL

26,834

 

Anderson Springs Energy Company

05-60232-BRL

 

Androscoggin Energy, Inc.

05-60239-BRL

 

Auburndale Peaker Energy Center, LLC

05-60244-BRL

51,077

 

Augusta Development Company, LLC

05-60248-BRL

 

Aviation Funding Corp.

05-60252-BRL

 

Baytown Energy Center, LP

05-60255-BRL

(2,514,355

)

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

(35,821

)

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

16,853,973

 

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

2,977,996

 

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

5,225

 

Calpine California Development Company, LLC

05-60355-BRL

 

Calpine California Energy Finance, LLC

05-60360-BRL

 

 

 

28

 


Index   Definitions

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

Legal Entity

Case Number

Disbursements

 

Calpine California Equipment Finance Company, LLC

05-60464-BRL

 

Calpine Calistoga Holdings, LLC

05-60377-BRL

 

Calpine Capital Trust

05-60325-BRL

 

Calpine Capital Trust II

05-60379-BRL

 

Calpine Capital Trust III

05-60384-BRL

 

Calpine Capital Trust IV

05-60391-BRL

 

Calpine Capital Trust V

05-60221-BRL

 

Calpine Central Texas GP, Inc.

05-60329-BRL

 

Calpine Central, Inc.

05-60333-BRL

 

Calpine Central, L.P.

05-60351-BRL

344,997

 

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

4,678,836

 

Calpine Corporation

05-60200-BRL

34,691,120

 

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

97,425

 

Calpine Energy Holdings, Inc.

05-60207-BRL

 

Calpine Energy Services Holdings, Inc.

05-60208-BRL

 

Calpine Energy Services, L.P.

05-60222-BRL

242,971,471

 

Calpine Finance Company

05-60204-BRL

 

Calpine Freestone Energy GP, LLC

05-60227-BRL

 

Calpine Freestone Energy, LP

05-60230-BRL

 

Calpine Freestone, LLC

05-60231-BRL

 

Calpine Fuels Corporation

05-60203-BRL

 

Calpine Gas Holdings LLC

05-60234-BRL

 

Calpine Generating Company, LLC

05-60237-BRL

1,477,714

 

Calpine Geysers Company, LP

06-10939-BRL

66

 

Calpine Gilroy 1, Inc.

05-60240-BRL

 

Calpine Gilroy 2, Inc.

05-60241-BRL

 

Calpine Gilroy Cogen, L.P.

05-60243-BRL

31,165

 

Calpine Global Services Company, Inc.

05-60246-BRL

662

 

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

110,246

 

 

 

29

 


Index   Definitions

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

Legal Entity

Case Number

Disbursements

 

Calpine Hidalgo Design, L.P.

06-10039-BRL

 

Calpine Hidalgo Energy Center, L.P.

06-10029-BRL

5,332,123

 

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

10,181

 

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

28,619

 

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

3,589,599

 

Calpine Operating Services Company, Inc.

05-60322-BRL

36,333,630

 

Calpine Operations Management Company, Inc.

05-60206-BRL

 

Calpine Pastoria Holdings, LLC

05-60302-BRL

 

Calpine Philadelphia, Inc.

05-60305-BRL

50,116

 

Calpine Pittsburg, LLC

05-60307-BRL

12,983

 

Calpine Power Company

05-60202-BRL

1,961

 

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

175,762

 

Calpine Power, Inc.

05-60316-BRL

 

Calpine PowerAmerica, Inc.

05-60211-BRL

 

 

 

30

 


Index   Definitions

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

Legal Entity

Case Number

Disbursements

 

Calpine PowerAmerica, LP

05-60212-BRL

366,275

 

Calpine PowerAmerica-CA, LLC

05-60213-BRL

103,086

 

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

6,464,112

 

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

29,151

 

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

2,276

 

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

146,591

 

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

(4,562,381

)

Channel Power GP, LLC

05-60276-BRL

 

Channel Power, LP

05-60277-BRL

 

Clear Lake Cogeneration Limited Partnership

05-60278-BRL

701,193

 

CogenAmerica Asia Inc.

05-60372-BRL

 

CogenAmerica Parlin Supply Corp.

05-60383-BRL

 

Columbia Energy LLC

05-60440-BRL

4,559,415

 

 

 

31

 


Index   Definitions

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

Legal Entity

Case Number

Disbursements

 

Corpus Christi Cogeneration L.P.

05-60441-BRL

(2,182,123

)

CPN 3rd Turbine, Inc.

05-60443-BRL

7,125

 

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

6,492

 

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

99,978

 

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

12,983

 

CPN Telephone Flat, Inc.

05-60306-BRL

11,503

 

Decatur Energy Center, LLC

05-60313-BRL

2,648,848

 

Deer Park Power GP, LLC

05-60363-BRL

 

Deer Park Power, LP

05-60370-BRL

 

Delta Energy Center, LLC

05-60375-BRL

6,690,490

 

Dighton Power Associates Limited Partnership

05-60382-BRL

 

East Altamont Energy Center, LLC

05-60386-BRL

97,990

 

Fond du Lac Energy Center, LLC

05-60412-BRL

 

Fontana Energy Center, LLC

05-60335-BRL

 

Freestone Power Generation LP

05-60339-BRL

4,492,151

 

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

2,817,516

 

Geysers Power I Company

05-60389-BRL

 

Goldendale Energy Center, LLC

05-60390-BRL

3,378,832

 

Hammond Energy LLC

05-60393-BRL

 

Hillabee Energy Center, LLC

05-60394-BRL

44,783

 

Idlewild Fuel Management Corp.

05-60397-BRL

 

JMC Bethpage, Inc.

05-60362-BRL

 

KIAC Partners

05-60366-BRL

4,245,953

 

Lake Wales Energy Center, LLC

05-60369-BRL

 

Lawrence Energy Center, LLC

05-60371-BRL

 

Lone Oak Energy Center, LLC

05-60403-BRL

4,251

 

 

 

32

 


Index   Definitions

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

Legal Entity

Case Number

Disbursements

 

Los Esteros Critical Energy Facility, LLC

05-60404-BRL

139,977

 

Los Medanos Energy Center LLC

05-60405-BRL

2,806,441

 

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

43,298

 

MEP Pleasant Hill, LLC

05-60334-BRL

134,306

 

Moapa Energy Center, LLC

05-60337-BRL

4,330

 

Mobile Energy L L C

05-60344-BRL

13,432

 

Modoc Power, Inc.

05-60346-BRL

 

Morgan Energy Center, LLC

05-60353-BRL

1,887,499

 

Mount Hoffman Geothermal Company, L.P.

05-60361-BRL

 

Mt. Vernon Energy LLC

05-60376-BRL

 

NewSouth Energy LLC

05-60381-BRL

4,649

 

Nissequogue Cogen Partners

05-60388-BRL

722,562

 

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

864,395

 

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

6,787,484

 

Philadelphia Biogas Supply, Inc.

05-60421-BRL

 

Phipps Bend Energy Center, LLC

05-60395-BRL

 

Pine Bluff Energy, LLC

05-60396-BRL

218,485

 

Power Investors, L.L.C.

05-60398-BRL

 

Power Systems MFG., LLC

05-60399-BRL

5,906,119

 

Quintana Canada Holdings, LLC

05-60400-BRL

 

RockGen Energy LLC

05-60401-BRL

11,911,943

 

Rumford Power Associates Limited Partnership

05-60467-BRL

3,562

 

Russell City Energy Center, LLC

05-60411-BRL

76,953

 

San Joaquin Valley Energy Center, LLC

05-60413-BRL

 

Silverado Geothermal Resources, Inc.

06-10198-BRL

114,740

 

Skipanon Natural Gas, LLC

05-60415-BRL

 

South Point Energy Center, LLC

05-60417-BRL

6,165,501

 

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

307,731

 

Texas City Cogeneration, L.P.

05-60434-BRL

757,718

 

Texas Cogeneration Company

05-60435-BRL

 

Texas Cogeneration Five, Inc.

05-60436-BRL

 

Texas Cogeneration One Company

05-60437-BRL

 

 

 

33

 


Index   Definitions

 

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

Legal Entity

Case Number

Disbursements

 

Thermal Power Company

05-60438-BRL

 

Thomassen Turbine Systems America, Inc.

05-60354-BRL

456

 

Tiverton Power Associates Limited Partnership

05-60357-BRL

 

Towantic Energy, L.L.C.

05-60364-BRL

39,337

 

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

13,619

 

 

 

 

 

TOTAL

 

$      416,647,829

 

 

 

 

 

34

 


Index   Definitions

 

SCHEDULE VI

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

DEBTORS’ STATEMENT REGARDING INSURANCE POLICIES

For the Period from November 1, 2006, through November 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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