-----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, GTXW9ASW2h4zucU/9YmqwMhJIwZ2xNVDgPIwd1W/kJ3gapn0JMU73BEpCabwIkmx prX0LtDMj0+P/lXIikVrcw== 0000916457-07-000030.txt : 20070320 0000916457-07-000030.hdr.sgml : 20070320 20070320164554 ACCESSION NUMBER: 0000916457-07-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061231 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070320 DATE AS OF CHANGE: 20070320 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: 07706922 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 december2006.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): March 20, 2007

 

 

CALPINE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

1-12079

77-0212977

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

50 West San Fernando Street, San Jose, California 95113

717 Texas Avenue, Houston, Texas 77002

(Addresses of principal executive offices and zip codes)

 

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

 

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

 

 

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

o

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

o

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

o

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

o

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

 


 


Index   Definitions

ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

The information set forth in Item 7.01 below is incorporated by reference in this Item 2.02 as if fully set forth herein.

ITEM 7.01 — REGULATION FD DISCLOSURE

 

On March 20, 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 December 31, 2006 (the “Monthly Operating Statement”), with the U.S. Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”) in the matter of In re Calpine Corporation, et al., Case No. 05-60200 (BRL). Exhibit 99.1 to this Current Report on Form 8-K contains the unaudited consolidated Monthly Operating Statement as filed with the U.S. Bankruptcy Court.

 

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

 

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

 

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

Limitation on Incorporation by Reference

 

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

 

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 and Section 21E of the Exchange Act. We use words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will” and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risks and uncertainties associated with our Chapter 11 and CCAA cases, including our ability to successfully reorganize and emerge from Chapter 11; (ii) our ability to implement our business plan; (iii) financial results that may be volatile and may not reflect historical trends; (iv) seasonal fluctuations of our results; (v) potential volatility in earnings associated with fluctuations in prices for commodities such as natural gas and power; (vi) our ability to manage liquidity needs and comply with financing obligations; (vii) the direct or indirect effects on our business of our impaired credit including increased cash collateral requirements in connection with the use of commodity contracts; (viii) transportation of natural gas and transmission of electricity; (ix) the expiration or termination of our PPAs and the related results on revenues; (x) risks associated with the operation of power plants including unscheduled outages; (xi) factors that impact the output of our geothermal resources and generation facilities, including unusual or unexpected steam field well and pipeline maintenance and variables associated with the waste water injection projects that supply added water to the steam reservoir; (xii) risks associated with power project development and construction activities; (xiii) our ability to attract, retain and motivate key employees; (xiv) our ability to attract and retain customers and counterparties; (xv) competition; (xvi) risks associated with marketing and selling power from plants in the evolving energy markets; (xvii) present and possible future claims, litigation and enforcement actions; (xviii) effects of the application of laws or regulations, including changes in laws or regulations or the interpretation thereof; and (xix) other risks identified in this Report. You should also carefully review other reports that we file with the SEC. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.

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

 

 

(d)

Exhibits

 

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

 

2

 


Index   Definitions

SIGNATURES

 

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

 

CALPINE CORPORATION

 

 

By:    

/s/       Charles B. Clark, Jr.

 

 

Charles B. Clark, Jr.

 

 

Senior Vice President,

Chief Accounting Officer

 

 

 

Date:  March 20, 2007

 

 

 

 

3

 


Index   Definitions

EXHIBIT INDEX

 

 

Exhibit

Number

 

 

Description

99.1

 

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

 

 

4

 


Index   Definitions

EXHIBIT 99.1

 

 

UNITED STATES BANKRUPTCY COURT   

 

 

SOUTHERN DISTRICT OF NEW YORK

 

 

 

x

 

In re:

:

Chapter 11

 

:

 

CALPINE CORPORATION, et al.,

:

Case No. 05-60200 BRL

 

:

 

Debtors.

:

(Jointly Administered)

 

:

 

 

x

 

 

MONTHLY OPERATING STATEMENT FOR THE PERIOD

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

 

$

465,314

 

 

 

 

 

 

 

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):

 

$

(130,251

)

 

 

 

 

 

 

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:  March 20, 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 “Calpine,” “we,” “us” and “our” refer to Calpine Corporation and its consolidated subsidiaries, unless the context clearly indicates otherwise. For clarification, such terms will not include the Canadian and other foreign subsidiaries that were deconsolidated as of the Petition Date, as a result of the filings by the Canadian Debtors under the CCAA in the Canadian Court. The term “Calpine Corporation” shall refer only to Calpine Corporation and not to any of its subsidiaries. Unless and as otherwise stated, any references in this Monthly Operating Statement to any agreement means such agreement and all schedules, exhibits and attachments thereto in each case as amended, restated, supplemented or otherwise modified to the date of this Monthly Operating Statement.

 

 

Abbreviation

 

Definition

 

 

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 Form 10-K

 

Calpine Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 14, 2007

 

2014 Convertible Notes

 

Calpine Corporation’s Contingent Convertible Notes Due 2014

 

2015 Convertible Notes

 

Calpine Corporation’s 7 3/4% Contingent Convertible Notes Due 2015

 

2023 Convertible Notes

 

Calpine Corporation’s 4 3/4% Contingent Convertible Senior Notes Due 2023

 

345(b) Waiver Order

 

Order, dated May 4, 2006, pursuant to Section 345(b) of the Bankruptcy Code authorizing continued use of existing investment guidelines and continued operation of certain bank accounts

 

401(k) Plan

 

Calpine Corporation Retirement Savings Plan

 

Acadia PP

 

Acadia Power Partners, LLC

 

AELLC

 

Androscoggin Energy LLC

 

AICPA

 

American Institute of Certified Public Accountants

 

AlixPartners

 

AlixPartners LLP

 

AOCI

 

Accumulated Other Comprehensive Income

 

AP Services

 

AP Services, LLC

 

APB

 

Accounting Principles Board

 

Aries

 

MEP Pleasant Hill, LLC

 

ASC

 

Aircraft Services Corporation, an affiliate of General Electric Capital Corporation

 

Auburndale PP

 

Auburndale Power Partners, L.P.

 

Bankruptcy Code

 

U.S. Bankruptcy Code

 

Bankruptcy Courts

 

U.S. Bankruptcy Court and Canadian Court

 

 

6

 


Index

 

Abbreviation

 

Definition

 

Bcf

 

Billion cubic feet

 

Bcfe

 

Billion cubic feet equivalent

 

BLM

 

Bureau of Land Management of the U.S. Department of the Interior

 

Btu(s)

 

British thermal unit(s)

 

CAA

 

Federal Clean Air Act of 1970

 

CAIR

 

Clean Air Interstate Rule

 

CAISO

 

California Independent System Operator

 

Calgary Energy Centre

 

Calgary Energy Centre Limited Partnership

 

CalGen

 

Calpine Generating Company, LLC, formerly Calpine Construction Finance Company II LLC

 

CalGen First Lien Debt

 

$235,000,000 First Priority Secured Floating Rate Notes Due 2009, issued by CalGen and CalGen Finance; $600,000,000 First Priority Secured Institutional Terms Loans Due 2009, issued by CalGen; $200,000,000 First Priority Revolving Loans

 

CalGen First Priority Revolving Loans

 

$200,000,000 First Priority Revolving Loans issued on or about March 23, 2004, pursuant to that Amended and Restated Agreement, among CalGen, the guarantors party thereto, the lenders party thereto, The Bank of Nova Scotia, as administrative agent, L/C Bank, lead arranger and sole bookrunner, Bayerische Landesbank, Cayman Islands Branch, as arranger and co-syndication agent, Credit Lyonnais, New York Branch, as arranger and co-syndication agent, ING Capital LLC, as arranger and co-syndication agent, Toronto Dominion (Texas) Inc., as arranger and co-syndication agent, and Union Bank of California, N.A., as arranger and co-syndication agent

 

CalGen Second Lien Debt

 

$640,000,000 Second Priority Secured Floating Rate Notes Due 2010, issued by CalGen and CalGen Finance; $100,000,000 Second Priority Secured Term Loans Due 2010 issued by CalGen

 

CalGen Secured Debt

 

Collectively, the CalGen First Lien Debt, the CalGen First Priority Revolving Loans, the CalGen Second Lien Debt and the CalGen Third Lien Debt

 

CalGen Third Lien Debt

 

$680,000,000 Third Priority Secured Floating Rate Notes Due 2011, issued by CalGen and CalGen Finance; and $150,000,000 11.5% Third Priority Secured Notes Due 2011, issued by CalGen and CalGen Finance

 

Calpine Debtor(s)

 

U.S. Debtors and Canadian Debtors

 

Calpine Jersey II

 

Calpine European Funding (Jersey) Limited

 

CalPX

 

California Power Exchange

 

CalPX Price

 

CalPX zonal day-ahead clearing price

 

Canadian Court

 

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

 

Canadian Debtor(s)

 

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

 

 

7

 


Index

 

Abbreviation

 

Definition

 

Cash Collateral Order

 

Second Amended Final Order of the U.S. Bankruptcy Court Authorizing Use of Cash Collateral and Granting Adequate Protection, dated February 24, 2006 as modified by orders entered by the U.S. Bankruptcy Court on June 21, 2006, July 12, 2006, October 25, 2006, November 15, 2006, December 20, 2006, December 28, 2006, and January 17, 2007

 

CCAA

 

Companies’ Creditors Arrangement Act (Canada)

 

CCFC

 

Calpine Construction Finance Company, L.P.

 

CCFCP

 

CCFC Preferred Holdings, LLC

 

CCNG

 

Calpine Canada Natural Gas Partnership

 

CCRC

 

Calpine Canada Resources Company, formerly Calpine Canada Resources Ltd.

 

CDWR

 

California Department of Water Resources

 

CEC

 

California Energy Commission

 

CEM

 

Calpine Energy Management, L.P.

 

CERCLA

 

Comprehensive Environmental Response, Compensation and Liability Act, as amended, also called ‘‘Superfund”

 

CES

 

Calpine Energy Services, L.P.

 

CES-Canada

 

Calpine Energy Services Canada Partnership

 

CGCT

 

Calpine Greenfield Commercial Trust

 

Chapter 11

 

Chapter 11 of the Bankruptcy Code

 

Chubu

 

Chubu Electric Power Company, Inc.

 

CIP

 

Construction in Progress

 

Cleco

 

Cleco Corp.

 

CNGLP

 

Calpine Natural Gas L.P.

 

CNGT

 

Calpine Natural Gas Trust

 

CO(2 )

 

Carbon dioxide

 

Collateral Trustee

 

The Bank of New York as collateral trustee for holders of First Priority Notes and Second Priority Debt

 

Committees

 

Creditors’ Committee, Equity Committee, and Ad Hoc Committee of Second Lien Holders of Calpine Corporation

 

Company

 

Calpine Corporation, a Delaware corporation, and subsidiaries

 

Creditors’ Committee

 

Official Committee of Unsecured Creditors of Calpine Corporation

 

CPIF

 

Calpine Power Income Fund

 

CPLP

 

Calpine Power, L.P.

 

CPSI

 

Calpine Power Services, Inc.

 

 

8

 


Index

 

Abbreviation

 

Definition

 

CPUC

 

California Public Utilities Commission

 

Creed

 

Creed Energy Center, LLC

 

DB London

 

Deutsche Bank AG London

 

Deer Park

 

Deer Park Energy Center Limited Partnership

 

DIG

 

Derivatives Implementation Group

 

DIP

 

Debtor-in-possession

 

DIP Facility

 

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

 

EEI

 

Edison Electric Institute

 

EIA

 

Energy Information Administration of the Department of Energy

 

EITF

 

Emerging Issues Task Force

 

Enron

 

Enron Corp.

 

EOB

 

California Electricity Oversight Board

 

EPA

 

U.S. Environmental Protection Agency

 

EPAct 1992

 

Energy Policy Act of 1992

 

EPAct 2005

 

Energy Policy Act of 2005

 

EPS

 

Earnings per share

 

Equity Committee

 

Official Committee of the Equity Security Holders of Calpine Corporation

 

ERC(s)

 

Emission reduction credit(s)

 

ERCOT

 

Electric Reliability Council of Texas

 

ERISA

 

Employee Retirement Income Security Act

 

ESA

 

Energy Services Agreement

 

ESPP

 

2000 Employee Stock Purchase Plan

 

EWG(s)

 

Exempt wholesale generator(s)

 

 

9

 


Index

 

Abbreviation

 

Definition

 

Exchange Act

 

U.S. Securities Exchange Act of 1934, as amended

 

FASB

 

Financial Accounting Standards Board

 

FERC

 

Federal Energy Regulatory Commission

 

FFIC

 

Fireman’s Fund Insurance Company

 

FIN

 

FASB Interpretation Number

 

FIN 46-R

 

FIN 46, as revised

 

FIP

 

Federal implementation plan

 

First Priority Notes

 

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

 

First Priority Trustee

 

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

 

FPA

 

Federal Power Act

 

FRCC

 

Florida Reliability Coordinating Council

 

Freeport

 

Freeport Energy Center, LP

 

FUCO(s)

 

Foreign Utility Company(ies)

 

GAAP

 

Generally accepted accounting principles

 

GE

 

General Electric International, Inc.

 

GEC

 

Gilroy Energy Center, LLC

 

General Electric

 

General Electric Company

 

Geysers Assets

 

19 geothermal power plant assets located in northern California

 

GHG

 

Greenhouse gases

 

Gilroy

 

Calpine Gilroy Cogen, L.P.

 

Gilroy 1

 

Calpine Gilroy 1, Inc.

 

Goose Haven

 

Goose Haven Energy Center, LLC

 

GPC

 

Geysers Power Company, LLC

 

Greenfield LP

 

Greenfield Energy Centre LP

 

Harbert Convertible Fund

 

Harbert Convertible Arbitrage Master Fund, L.P.

 

Harbert Distressed Fund

 

Harbert Distressed Investment Master Fund, Ltd.

 

Heat Rate

 

A measure of the amount of fuel required to produce a unit of electricity

 

HIGH TIDES I and II

 

Collectively, the 5 3/4% Convertible Preferred Securities, Remarketable Term Income Deferrable Equity Securities issued by Calpine Capital Trust, and 5 1/2% Convertible Preferred Securities, Remarketable Term Income Deferrable Equity Securities issued by Calpine Capital Trust II

 

 

10

 


Index

 

Abbreviation

 

Definition

 

HIGH TIDES III

 

5% Convertible Preferred Securities, Remarketable Term Income Deferrable Equity Securities issued by Calpine Capital Trust III

 

ICT

 

Independent Coordinator of Transmission

 

IP

 

International Paper Company

 

IPP(s)

 

Independent power producer(s)

 

IRS

 

U.S. Internal Revenue Service

 

ISO

 

Independent System Operator

 

ISO NE

 

ISO New England

 

King City Cogen

 

Calpine King City Cogen, LLC

 

KWh

 

Kilowatt hour(s)

 

LCRA

 

Lower Colorado River Authority

 

LDC(s)

 

Local distribution company(ies)

 

LIBOR

 

London Inter-Bank Offered Rate

 

LNG

 

Liquid natural gas

 

LSTC

 

Liabilities Subject to Compromise

 

LTSA

 

Long Term Service Agreement

 

Mankato

 

Mankato Energy Center, LLC

 

MBR Company

 

Company with authority from FERC to make wholesale sales of power at market-based rates

 

Metcalf

 

Metcalf Energy Center, LLC

 

MISO

 

Midwest ISO

 

Mitsui

 

Mitsui & Co., Ltd.

 

MLCI

 

Merrill Lynch Commodities, Inc.

 

MMBtu

 

Million Btu

 

MMcfe

 

Million net cubic feet equivalent

 

Moapa

 

Moapa Energy Center, LLC

 

Morris

 

Morris Energy Center

 

MRO

 

Midwest Reliability Organization

 

MRTU

 

CAISO’s Market Redesign and Technology Upgrade

 

MW

 

Megawatt(s)

 

MWh

 

Megawatt hour(s)

 

NAAQS

 

National Ambient Air Quality Standards

 

 

11

 


Index

 

Abbreviation

 

Definition

 

Ninth Circuit Court of Appeals

 

U.S. Court of Appeals for the Ninth Circuit

 

NERC

 

North American Electric Reliability Council

 

NGA

 

Natural Gas Act

 

NGPA

 

Natural Gas Policy Act

 

NOL

 

Net operating loss

 

Non-Debtor(s)

 

Subsidiaries and affiliates of Calpine Corporation that are not Calpine Debtors

 

Non-U.S. Debtor(s)

 

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

 

Northern District Court

 

U.S. District Court for the Northern District of California

 

NOx

 

Nitrogen oxide

 

NPC

 

Nevada Power Company

 

NPCC

 

Northeast Power Coordinating Council

 

NYISO

 

New York ISO

 

NYSE

 

New York Stock Exchange

 

O&M

 

Operations and maintenance

 

OCI

 

Other Comprehensive Income

 

OMEC

 

Otay Mesa Energy Center, LLC

 

Oneta

 

Oneta Energy Center

 

Ontelaunee

 

Ontelaunee Energy Center

 

OPA

 

Ontario Power Authority

 

Panda

 

Panda Energy International, Inc., and related party PLC II, LLC

 

PCF

 

Power Contract Financing, L.L.C.

 

PCF Notes

 

PCF’s Senior Secured Notes Due 2006 and 2011

 

PCF III

 

Power Contract Financing III, LLC

 

Petition Date

 

December 20, 2005

 

PG&E

 

Pacific Gas and Electric Company

 

Pink Sheets

 

Pink Sheets Electronic Quotation Service maintained by Pink Sheets LLC for the National Quotation Bureau, Inc.

 

PJM

 

Pennsylvania-New Jersey-Maryland Interconnection

 

POX

 

Plant operating expense

 

 

12

 


Index

 

Abbreviation

 

Definition

 

PPA(s)

 

Any contract for a physically settled sale (as distinguished from a financially settled future, option or other derivative or hedge transaction) of any electric power product, including electric energy, capacity and/or ancillary services, in the form of a bilateral agreement or a written or oral confirmation of a transaction between two parties to a master agreement, including sales related to a tolling transaction in which part of the consideration provided by the purchaser of an electric power product is the fuel required by the seller to generate such electric power

 

PSM

 

Power Systems Manufacturing, LLC

 

PUC(s)

 

Public Utility Commission(s)

 

PUCT

 

Public Utility Commission of Texas

 

PUHCA 1935

 

Public Utility Holding Company Act of 1935

 

PUHCA 2005

 

Public Utility Holding Company Act of 2005

 

PURPA

 

Public Utility Regulatory Policies Act of 1978

 

QF(s)

 

Qualifying facility(ies)

 

RCRA

 

Resource Conservation and Recovery Act

 

Replacement DIP Facility

 

The proposed $5.0 billion replacement debtor-in-possession financing facility that was approved by the U.S. Bankruptcy Court on March 5, 2007

 

RFC

 

ReliabilityFirst Corporation

 

RGGI

 

Regional Greenhouse Gas Initiative

 

RMR Contracts

 

Reliability Must Run contracts

 

RPM

 

Reliability Pricing Model, proposed by PJM

 

Rosetta

 

Rosetta Resources Inc.

 

RTO

 

Regional Transmission Organization

 

SAB

 

Staff Accounting Bulletin

 

Saltend

 

Saltend Energy Centre

 

SDG&E

 

San Diego Gas & Electric Company

 

SDNY Court

 

U.S. District Court for the Southern District of New York

 

SEC

 

Securities and Exchange Commission

 

Second Lien Committee

 

Ad Hoc Committee of Second Lien Debtholders of Calpine

 

Second Priority Debt

 

Second Priority Notes and Second Priority Term Loans

 

Second Priority Notes

 

Calpine Corporation’s Second Priority Senior Secured Floating Rate Notes due 2007, 8 1/2% Second Priority Senior Secured Notes due 2010, 8 3/4% Second Priority Senior Secured Notes due 2013 and 9 7/8% Second Priority Senior Secured Notes due 2011

 

Second Priority Term Loans

 

Calpine Corporation’s Senior Secured Term Loans Due 2007

 

 

13

 


Index

 

Abbreviation

 

Definition

 

Second Priority Trustee

 

Wilmington Trust Company, as trustee under the Indentures with respect to the Second Priority Notes

 

Securities Act

 

U.S. Securities Act of 1933, as amended

 

SERC

 

Southeastern Electric Reliability Council

 

SFAS

 

Statement of Financial Accounting Standards

 

SFAS No. 123-R

 

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

 

Siemens

 

Siemens Power Generation, Inc.

 

SIP

 

1996 Stock Incentive Plan

 

SO(2 )

 

Sulfur dioxide

 

SOP

 

Statement of Position

 

spark spread

 

Difference between the Company’s fuel cost and the revenue it receives for electric generation

 

SPP

 

Southwest Power Pool

 

SPPC

 

Sierra Pacific Power Company

 

TCEQ

 

Texas Commission on Environmental Quality

 

TSA(s)

 

Transmission service agreement(s)

 

TTS

 

Thomassen Turbine Systems, B.V.

 

ULC II

 

Calpine Canada Energy Finance II ULC

 

U.S.

 

United States of America

 

U.S. Bankruptcy Court

 

U.S. Bankruptcy Court for the Southern District of New York

 

U.S. Debtor(s)

 

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

 

Valladolid

 

Valladolid III Energy Center

 

VIE(s)

 

Variable interest entity(ies)

 

WECC

 

Western Electricity Coordinating Council

 

WPP

 

Weekly Procurement Process

 

 

14

 


Definitions

CALPINE CORPORATION

(Debtor-in-Possession)

Index to Consolidated Condensed Financial Statements and Schedules

 

 

 

 

Page

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

 

Consolidated Condensed Statement of Operations

16

Consolidated Condensed Balance Sheet

17

Notes to Unaudited Consolidated Condensed Financial Statements

 

 

1.

Chapter 11 Cases and CCAA Proceedings

18

 

2.

Basis of Presentation

21

 

3.

Summary of Significant Accounting Policies

22

 

4.

Recent Accounting Pronouncements

22

 

5.

Cash and Cash Equivalents, Restricted Cash and Margin Deposits

23

 

6.

DIP Facility

24

Schedules:      

 

 

Schedule I

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

25

Schedule II

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


26

Schedule III

Schedule of Payroll and Payroll Taxes

27

Schedule IV

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

28

Schedule V

Schedule of Total Disbursements by Debtor

29

Schedule VI

Insurance Statement

36

Schedule VII

Consolidated Condensed Statements of Operations for the Three Months and Year Ended December 31, 2006

37

Schedule VIII

Consolidated Condensed Statement of Cash Flows for the Year Ended December 31, 2006

38

 

 

15

 


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 December 1, 2006, through December 31, 2006

 

 

Revenue:

 

 

 

 

Electricity and steam revenue

 

$

422,901

 

Sales of purchased power and gas for hedging and optimization

 

 

102,406

 

Mark-to-market activities, net

 

 

12,714

 

Other revenue

 

 

11,497

 

Total revenue

 

 

549,518

 

Cost of revenue:

 

 

 

 

Plant operating expense

 

 

70,962

 

Purchased power and gas expense for hedging and optimization

 

 

87,807

 

Fuel expense

 

 

291,338

 

Depreciation and amortization expense

 

 

39,341

 

Operating plant impairments

 

 

1

 

Operating lease expense

 

 

4,675

 

Other cost of revenue

 

 

16,057

 

Total cost of revenue

 

 

510,181

 

Gross profit

 

 

39,337

 

Equipment, development project and other impairments

 

 

1,960

 

Sales, general and administrative expense

 

 

9,027

 

Other operating expenses

 

 

3,829

 

Income (loss) from operations

 

 

24,521

 

Interest expense

 

 

113,416

 

Interest (income)

 

 

(4,858

)

(Income) loss from repurchase of various issuances of debt

 

 

 

Minority interest expense

 

 

(3,347

)

Other (income) expense, net

 

 

3,541

 

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

 

 

(84,231

)

Reorganization items

 

 

(44,961

)

Income (loss) before provision for income taxes

 

 

(39,270

)

Provision (benefit) for income taxes

 

 

90,981

 

Net income (loss)

 

$

(130,251

)

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

16

 


Index   Definitions

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED BALANCE SHEET

(Unaudited)

(in thousands)

December 31, 2006

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

1,077,327

 

Accounts receivable, net

 

 

735,300

 

Inventories

 

 

183,953

 

Margin deposits and other prepaid expense

 

 

358,958

 

Restricted cash – current

 

 

426,028

 

Current derivative assets

 

 

151,356

 

Current assets held for sale

 

 

154,174

 

Other current assets

 

 

81,233

 

Total current assets

 

 

3,168,329

 

Property, plant and equipment, net

 

 

13,603,202

 

Restricted cash, net of current portion

 

 

191,776

 

Investments

 

 

129,311

 

Long-term derivative assets

 

 

352,264

 

Other assets

 

 

1,145,383

 

Total assets

 

$

18,590,265

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

440,365

 

Accrued interest payable

 

 

406,471

 

Debt, current portion

 

 

4,568,834

 

Current derivative liabilities

 

 

225,228

 

Taxes payable – current

 

 

98,549

 

Other current liabilities

 

 

318,500

 

Total current liabilities

 

 

6,057,947

 

Debt, net of current portion

 

 

3,351,627

 

Deferred income taxes, net of current portion

 

 

490,105

 

Long-term derivative liabilities

 

 

475,138

 

Other long-term liabilities

 

 

344,801

 

Total liabilities not subject to compromise

 

 

10,719,618

 

Liabilities subject to compromise

 

 

14,757,255

 

Minority interests

 

 

266,292

 

Stockholders’ equity (deficit):

 

 

 

 

Common stock

 

 

530

 

Additional paid-in capital

 

 

3,270,421

 

Additional paid-in capital, loaned shares

 

 

145,000

 

Additional paid-in capital, returnable shares

 

 

(145,000

)

Accumulated deficit

 

 

(10,378,067

)

Accumulated other comprehensive loss

 

 

(45,784

)

Total stockholders’ deficit

 

 

(7,152,900

)

Total liabilities and stockholders’ deficit

 

$

18,590,265

 

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

17

 


Index   Definitions

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

For the Period from December 1, 2006, through December 31, 2006

1.  Chapter 11 Cases and Related Disclosures

 

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). With respect to the U.S. Chapter 11 cases, the Office of the U.S. Trustee has appointed two official committees: a committee of unsecured creditors for Calpine Corporation and a committee of equity security holders of Calpine Corporation. An ad hoc committee of second lien creditors has also been formed.

 

Our Chapter 11 and CCAA filings were preceded by the convergence of a number of factors in late 2005. Among other things, we were experiencing a tight liquidity situation due in part to our obligations to service our debt and certain of our preferred equity securities, which also imposed restrictions on our ability to raise capital through financings, asset sales or otherwise. At the same time, market spark spreads were being adversely impacted by excess capacity in certain of our energy markets, which depressed prices for energy, while prices for natural gas reached historic highs. Higher gas prices also increased our collateral support obligations to counterparties. Also, we were unsuccessful in a litigation we brought in Delaware Chancery Court against the collateral agent and trustees representing our First and Second Priority Notes regarding our use of certain sale proceeds of the sale of our oil and natural gas reserves, which resulted in our being ordered to make a cash payment to an escrow fund of more than $300 million that had been used to purchase natural gas in storage. See Note 15 of our 2006 Form 10-K for more information concerning the Delaware Chancery Court litigation and Note 7 of our 2006 Form 10-K for more information regarding the sale of our oil and natural gas reserves.

 

The Calpine Debtors are continuing to operate their business as debtors-in-possession and will continue to conduct business in the ordinary course under the protection of the Bankruptcy Courts. Generally, while a plan or plans of reorganization (with respect to the U.S. Debtors) or arrangement (with respect to the Canadian Debtors) are developed, all actions to enforce or otherwise effect repayment of liabilities preceding the Petition Date as well as all pending litigation against the Calpine Debtors are stayed while the Calpine Debtors continue their business operations as debtors-in-possession.

 

Under the Bankruptcy Code, we have the exclusive right to file and solicit acceptance of a plan or plans of reorganization for a limited period of time. On December 6, 2006, the U.S. Bankruptcy Court granted our application for an extension of the period during which we have the exclusive right to file a reorganization plan or plans from December 31, 2006 to June 20, 2007, and granted us the exclusive right until August 20, 2007, to solicit acceptance thereof in each case allowing for the maximum period of time provided by the Bankruptcy Code. The U.S. Bankruptcy Court has the power to terminate these periods prior to June 20, 2007, and August 20, 2007, respectively, and we can make no assurance that the U.S. Bankruptcy Court will not do so.

 

As a result of our Chapter 11 filings and the other matters described herein, including uncertainties related to the fact that we have not yet had time to complete and obtain confirmation of a plan or plans of reorganization, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to maintain adequate cash on hand; (ii) our ability to generate cash from operations; (iii) the cost, duration and outcome of the restructuring process; (iv) our ability to comply with the terms of our existing DIP Facility and Replacement DIP Facility and the adequate assurance provisions of the Cash Collateral Order; and (v) our ability to achieve profitability following a restructuring. These challenges are in addition to those operational and competitive challenges faced by us in connection with our business. In conjunction with our advisors, we are implementing strategies to aid our liquidity and our ability to continue as a going concern. However, there can be no assurance as to the success of such efforts.

 

On January 26, 2006, the U.S. Bankruptcy Court entered a final order approving our $2.0 billion DIP Facility. See Note 8 of our 2006 Form 10-K for further discussion. In addition, the U.S. Bankruptcy Court approved cash collateral and

 

18

 


Index   Definitions

 

adequate assurance stipulations in connection with the approval of the DIP Facility, which has allowed our business activities to continue to function. As part of our “first day” and subsequent motions, we have obtained U.S. Bankruptcy Court approval to continue to pay critical vendors, meet our pre-petition and post-petition payroll obligations, maintain our cash management systems, collateralize certain of our gas supply contracts, enter into and collateralize trading contracts, pay our taxes, continue to provide employee benefits, maintain our insurance programs and implement an employee severance program, which has allowed us to continue to operate the existing business in the ordinary course. In addition, the U.S. Bankruptcy Court has approved certain trading notification and transfer procedures designed to allow us to restrict trading in our common stock (and related securities) and claims against the U.S. Debtors. Such restrictions could negatively impact our accumulated NOLs and other tax attributes and holders of our common stock may not be able to resell such securities and, in connection with our reorganization, may have their securities cancelled and receive no payment or other consideration in return.

 

On March 5, 2007, the U.S. Bankruptcy Court issued an opinion approving our motion to obtain a $5.0 billion Replacement DIP Facility, which, if successfully completed, will refinance the existing $2.0 billion DIP Facility as well as the approximately $2.5 billion of outstanding CalGen Secured Debt. The Replacement DIP Facility may be increased to $7.0 billion under certain circumstances, and may be converted to our exit financing once we have a confirmed plan or plans of reorganization. We expect the Replacement DIP Facility to close in late March 2007.

 

Under the Bankruptcy Code, we have the right to assume, assume and assign, or reject certain executory contracts and unexpired leases, subject to the approval of the U.S. Bankruptcy Court and certain other conditions. Parties to executory contracts or unexpired leases rejected or deemed rejected by a U.S. Debtor may file proofs of claim against that U.S. Debtor’s estate for damages and parties to executory contracts or unexpired leases that are assumed have an opportunity to assert cure amounts prior to such assumptions. Due to the ongoing evaluation of contracts for assumption or rejection and the uncertain nature of many of the potential claims for damages, we cannot project the magnitude of these potential claims at this time. We had until July 18, 2006, to assume unexpired non-residential real property leases. Absent the consent of the applicable counterparty, such leases not assumed by that date are deemed rejected (except for U.S. Debtors filing after the Petition Date, which have a commensurately longer period of time). Without an extension of time to assume, leases between U.S. Debtors and their affiliates would also have been deemed rejected if not assumed by July 18, 2006.

 

On December 21, 2005, we filed a motion with the U.S. Bankruptcy Court to reject eight PPAs and to enjoin FERC from asserting jurisdiction over the rejections. See Note 15 of our 2006 Form 10-K for further discussion of this litigation. We cannot determine at this time whether the SDNY Court, the U.S. Bankruptcy Court or FERC will ultimately determine whether we may reject any or all of the eight PPAs, or when such determination will be made. In the meantime, three of the PPAs have been terminated by the applicable counterparties, and three of the PPAs are the subject of negotiated settlements. We continue to perform under the PPAs that remain in effect, subject to any modifications agreed to by the parties and we exercised our option under one such PPA to terminate the PPA in April 2008 prior to the remaining five years of its original term.

 

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

 

In addition, we are required to obtain U.S. Bankruptcy Court approval of sales of assets, subject to certain exceptions including with respect to de minimis assets. Such sales are subject in certain cases to U.S. Bankruptcy Court approved auction procedures. See Note 7 of our 2006 Form 10-K for a discussion of our asset sales completed during 2006. We also identified for potential sale 15 turbines, comprising 14 combustion turbines and one steam turbine. We have sold 10 of such combustion turbines and one partial combustion turbine unit, as well as additional miscellaneous other assets for total gross proceeds of approximately $113.9 million.

 

Reorganization Items — Reorganization items represent the direct and incremental costs related to our Chapter 11 cases, such as professional fees, pre-petition liability claim adjustments and losses that are probable and can be estimated, net of interest income earned on accumulated cash during the Chapter 11 process and net gains on the sale of assets related to our restructuring activities. The table below lists the significant items within this category for the month ended December 31, 2006 (in millions).

 

19

 


Index   Definitions

 

Provision for expected allowed claims(1)

 

$

(84.5

)

Loss on terminated commodity contracts and interest rate swaps

 

 

41.6

 

Professional fees

 

 

17.9

 

(Gain) on asset sales

 

 

(1.7

)

DIP financing costs

 

 

5.2

 

Interest income on accumulated cash

 

 

(4.1

)

Other(2)

 

 

(19.4

)

Total reorganization items

 

$

(45.0

)

__________

(1)

This item primarily includes repudiation, rejection or termination of contracts or guarantee of obligations and includes adjustments to previously recorded amounts.

(2)

This item includes foreign exchange adjustments on LSTC items denominated in a foreign currency and governed by foreign law and employee severance costs.

 

Provision for expected allowed claims — Represents our estimate of the expected allowed claims related primarily to guarantees of debt and other obligations and the rejection or repudiation of leases and natural gas transportation and power transmission contracts.

 

Other — Other reorganization items consist primarily of adjustments for foreign exchange rate changes on LSTC denominated in a foreign currency and governed by foreign law and employee severance costs during the month ended December 31, 2006.

 

Liabilities Subject to Compromise

 

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

 

Provision for allowed claims(2)

 

$

5,389.6

 

Second priority senior secured notes(1)

 

 

3,671.9

 

Unsecured senior notes

 

 

1,880.0

 

Convertible notes

 

 

1,823.5

 

Notes payable and other liabilities – related party

 

 

1,077.2

 

Accounts payable and accrued liabilities

 

 

383.4

 

Terminated commodity contracts and interest rate swaps

 

 

531.7

 

Total liabilities subject to compromise

 

$

14,757.3

 

__________

(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.

 

Provision for expected allowed claims — At December 31, 2005, a significant portion of the provision for expected allowed claims represented our estimate of the expected allowed claims for U.S. Debtor guarantees of debt issued by certain of our deconsolidated Canadian entities, and intercompany notes receivable balances from these entities which we determined were uncollectible. Some of the guarantee exposures are redundant; however, we determined the duplicative

 

20

 


Index   Definitions

 

guarantees were probable of being allowed into the claim pool by the U.S. Bankruptcy Court, although we reserve all of our rights with respect to defending against such duplicative claims.

 

During the year ended December 31, 2006, we recorded additional expected allowed claims related primarily to our rejection of the Rumford and Tiverton power plant leases and the repudiation by CES-Canada, a Canadian Debtor, of its tolling agreement with Calgary Energy Centre. Calpine Corporation had guaranteed CES-Canada’s performance under the tolling agreement.

 

During the year ended December 31, 2006, the U.S. Debtors determined that certain gas transportation and power transmission contracts no longer provide any benefit to the U.S. Debtors or their estates. In certain instances, the U.S. Debtors have given notice to counterparties to these contracts that the U.S. Debtors will no longer accept or pay for service under such contracts. We believe that any claims resulting from the repudiation, rejection, or termination of these contracts will be treated as pre-petition general unsecured claims. Accordingly, we recorded non-cash charges in the aggregate of $445.4 million for the year ended December 31, 2006, as our current estimate of the expected allowed claims related primarily to these contracts.

 

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

 

Notes payable and other liabilitiesrelated party — Prior to our deconsolidation of the majority of our Canadian and other foreign subsidiaries on the Petition Date, these liabilities were eliminated in consolidation. However, as a result of the deconsolidation, these liabilities are no longer eliminated in consolidation and are now reported as LSTC.

 

Accounts payable and accrued liabilities — The decrease is due primarily to settling by netting accounts receivables against pre-petition payables with certain CES counterparties, where netting agreements were in place.

 

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 2006 Form 10-K.

 

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

 

21

 


Index   Definitions

 

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

 

Mark-to-Market — Mark-to-market, net activity includes realized settlements of and unrealized mark-to-market gains and losses on both power and gas derivative instruments not designated as cash flow hedges, including those held for trading purposes. Gains and losses due to ineffectiveness on hedging instruments are also included in unrealized mark-to-market gains and losses. Trading activity is presented net in accordance with EITF Issue No. 02-03. Of the total mark-to-market gain of $12.7 million in December 2006, there was a $23.1 million unrealized gain, and we had a realized loss of $10.4 million. The realized loss included a non-cash gain of approximately $16.8 million from amortization of various items.

 

Per agreement among the Company, the Office of the U.S. Trustee and the Committee of Unsecured Creditors, the Statement of Cash Flows will be excluded from Monthly Operating Statements except on a quarterly basis. See Schedule VIII for the Consolidated Statement of Cash Flows for the year ended December 31, 2006.

 

3.  Summary of Significant Accounting Policies

 

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

 

4.  Recent Accounting Pronouncements

 

SFAS No. 123-R

 

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

 

SFAS No. 123-R also requires the cash flows resulting from the tax benefits that occur from estimated tax deductions in excess of the compensation cost recognized be presented as financing cash flows in the statement of cash flows. Prior to adopting this statement, we presented tax benefits from allowable deductions as operating cash flows in our Consolidated 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. Upon adoption as of January 1, 2006, we recorded a cumulative effect of a change in accounting principle that increased income by $0.5 million, net of tax.

 

FASB Interpretation No. 48

 

In June 2006, the Financial Accounting Standards Board issued FIN 48. FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognizing, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.

 

We will adopt FIN 48 as of January 1, 2007, as required. The cumulative effect, if any, of adopting FIN 48 will be recorded as a change to our opening accumulated deficit in the first quarter of 2007. While our evaluation of the impact of adopting FIN 48 is not complete, our analysis to date indicates that there will not be a material impact on our Consolidated Financial Statements.

 

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

 

22

 


Index   Definitions

 

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. The application of the provisions of SAB No. 108 did not have a material impact on our results of operations, cash flows or financial position.

 

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

 

Cash and Cash Equivalents — We have certain project finance facilities and lease agreements that establish segregated cash accounts. These accounts have been pledged as security in favor of the lenders to such project finance facilities, and the use of certain cash balances on deposit in such accounts with our project financed securities is limited, at least temporarily, to the operations of the respective projects. At December 31, 2006, $390.7 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.

 

The table below represents the components of our consolidated restricted cash as of December 31, 2006, (in thousands):

 

 

 

Current

 

Non-Current

 

Total

 

Debt service

 

$

148,174

 

$

113,873

 

$

262,047

 

Rent reserve

 

 

57,849

 

 

 

 

57,849

 

Construction/major maintenance

 

 

83,080

 

 

28,196

 

 

111,276

 

Security/project reserves

 

 

45,811

 

 

31,942

 

 

77,753

 

Collateralized letters of credit and other credit support

 

 

28,989

 

 

 

 

28,989

 

Other

 

 

62,125

 

 

17,765

 

 

79,890

 

Total

 

$

426,028

 

$

191,776

 

$

617,804

 

 

Of our restricted cash at December 31, 2006, $348.8 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.

 

$

182.9

 

Gilroy Energy Center, LLC

 

 

52.9

 

Riverside Energy Center, LLC 

 

 

37.3

 

Rocky Mountain Energy Center, LLC

 

 

47.4

 

Metcalf Energy Center, LLC

 

 

6.9

 

Calpine King City Cogen, LLC

 

 

19.0

 

Calpine DP, LLC

 

 

0.1

 

Power Contract Financing III, LLC

 

 

2.3

 

 

 

$

348.8

 

 

 

23

 


Index   Definitions

 

Margin Deposits — As of December 31, 2006, to support commodity transactions, we had margin deposits with third parties of $213.6 million; we made gas and power prepayments of $114.2 million; and had a letter of credit outstanding of $2.0 million. Counterparties had deposited with us $0.1 million as margin deposits at December 31, 2006. We had $4.2 million counterparty letters of credit outstanding at December 31, 2006. We use margin deposits, prepayments and letters of credit as credit support for commodity procurement and risk management activities. Future cash collateral requirements may increase based on the extent of our involvement in standard contracts and movements in commodity prices and also based on our credit ratings and general perception of creditworthiness in this market. While we believe that we have adequate liquidity to support our operations at this time, it is difficult to predict future developments and the amount of credit support that we may need to provide as part of our business operations.

 

6.  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 December 2006, there were no amounts outstanding under the revolving credit facility, and $9.8 million additional letters of credit were issued against the revolving credit facility. Accordingly, at December 31, 2006, there was $996.5 million outstanding under the term loan facilities, nothing outstanding under the revolving credit facility and $82.5 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 reduces the DIP revolver commitment from $1 billion to $750 million based on certain asset sale mechanics. See Note 8 of the Notes to Consolidated Financial Statements included in the 2006 Form 10-K for further discussion of the DIP Facility.

 

On March 5, 2007, the U.S. Bankruptcy Court issued an opinion approving our refinancing motion to obtain a $5.0 billion Replacement DIP Facility to refinance the existing $2.0 billion DIP Facility and repay the approximately $2.5 billion of CalGen Secured Debt. The Replacement DIP Facility consists of a $4.0 billion senior secured term loan, a $1.0 billion senior secured revolving credit facility, with interest rates that shall be based on the ratings of the Replacement DIP Facility on the closing date. The Replacement DIP Facility also has a $2.0 billion incremental term facility, and a rollover option that allows, but does not obligate, us to convert the Replacement DIP Facility into exit financing. In addition, under the Replacement DIP Facility, the U.S. Debtors have the ability to provide liens to counterparties to secure indebtedness in respect of any commodity hedging agreement. If successful, the Replacement DIP Facility is expected to close in late March 2007.

 

 

24

 


Index   Definitions

SCHEDULE I

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED BALANCE SHEET

(Unaudited)

(in thousands)

December 31, 2006

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

882,864

 

$

194,463

 

$

 

$

1,077,327

 

Accounts receivable, net

 

 

37,640,760

 

 

2,516,265

 

 

(39,421,725

)

 

735,300

 

Inventories

 

 

156,292

 

 

27,661

 

 

 

 

183,953

 

Margin deposits and other prepaid expense

 

 

334,973

 

 

34,778

 

 

(10,793

)

 

358,958

 

Restricted cash

 

 

102,393

 

 

323,635

 

 

 

 

426,028

 

Current derivative assets

 

 

113,194

 

 

38,162

 

 

 

 

151,356

 

Current assets held for sale

 

 

154,174

 

 

 

 

 

 

154,174

 

Other current assets

 

 

907,706

 

 

54,916

 

 

(881,389

)

 

81,233

 

Total current assets

 

 

40,292,356

 

 

3,189,880

 

 

(40,313,907

)

 

3,168,329

 

Property, plant and equipment, net

 

 

7,628,526

 

 

5,975,542

 

 

(866

)

 

13,603,202

 

Restricted cash, net of current portion

 

 

47,378

 

 

144,398

 

 

 

 

191,776

 

Investments

 

 

10,776,937

 

 

9,360,082

 

 

(20,007,708

)

 

129,311

 

Long-term derivative assets

 

 

270,022

 

 

82,242

 

 

 

 

352,264

 

Other assets

 

 

5,557,692

 

 

572,795

 

 

(4,985,104

)

 

1,145,383

 

Total assets

 

$

64,572,911

 

$

19,324,939

 

$

(65,307,585

)

$

18,590,265

 

LIABILITIES AND

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

516,395

 

$

1,564,462

 

$

(1,640,492

)

$

440,365

 

Accrued interest payable

 

 

527,635

 

 

100,663

 

 

(221,827

)

 

406,471

 

Debt, current portion

 

 

4,725,170

 

 

574,526

 

 

(730,862

)

 

4,568,834

 

Current derivative liabilities

 

 

156,620

 

 

68,608

 

 

 

 

225,228

 

Taxes payable, current portion

 

 

152,768

 

 

(54,219

)

 

 

 

98,549

 

Other current liabilities

 

 

216,715

 

 

105,738

 

 

3,953

 

 

318,500

 

Total current liabilities

 

 

6,295,303

 

 

2,359,778

 

 

(2,597,134

)

 

6,057,947

 

Debt, net of current portion

 

 

4,843,500

 

 

4,788,494

 

 

(6,280,367

)

 

3,351,627

 

Deferred income taxes, net of current portion

 

 

197,839

 

 

292,266

 

 

 

 

490,105

 

Long-term derivative liabilities

 

 

375,265

 

 

99,873

 

 

 

 

475,138

 

Other liabilities

 

 

267,361

 

 

89,333

 

 

(11,893

)

 

344,801

 

Total liabilities not subject to compromise

 

 

11,979,268

 

 

7,629,744

 

 

(8,889,394

)

 

10,719,618

 

Liabilities subject to compromise

 

 

51,370,744

 

 

652

 

 

(36,614,141

)

 

14,757,255

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interests

 

 

 

 

 

 

266,292

 

 

266,292

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

31,527

 

 

5,098

 

 

(36,095

)

 

530

 

Additional paid-in capital

 

 

25,896,557

 

 

9,932,042

 

 

(32,558,178

)

 

3,270,421

 

Accumulated deficit

 

 

(24,660,972

)

 

1,758,974

 

 

12,523,931

 

 

(10,378,067

)

Accumulated other comprehensive loss

 

 

(44,213

)

 

(1,571

)

 

 

 

(45,784

)

Total stockholders’ equity (deficit)

 

 

1,222,899

 

 

11,694,543

 

 

(20,070,342

)

 

(7,152,900

)

Total liabilities and stockholders’ equity (deficit)

 

$

64,572,911

 

$

19,324,939

 

$

(65,307,585

)

$

18,590,265

 

 

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 II

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

(in thousands)

For the Period from December 1, 2006, through December 31, 2006

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

Revenue: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity and steam revenue

 

$

556,362

 

$

167,672

 

$

(301,133

)

$

422,901

 

Sales of purchased power and gas for hedging and optimization

 

 

372,926

 

 

6,922

 

 

(277,442

)

 

102,406

 

Mark-to-market activities, net

 

 

(4,855

)

 

17,569

 

 

 

 

12,714

 

Other revenue

 

 

24,730

 

 

644

 

 

(13,877

)

 

11,497

 

Total revenue

 

 

949,163

 

 

192,807

 

 

(592,452

)

 

549,518

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Plant operating expense

 

 

345,201

 

 

42,034

 

 

(316,273

)

 

70,962

 

Purchased power and gas expense for hedging and optimization

 

 

49,263

 

 

35,387

 

 

3,157

 

 

87,807

 

Fuel expense

 

 

496,412

 

 

73,881

 

 

(278,955

)

 

291,338

 

Depreciation and amortization expense

 

 

23,094

 

 

16,249

 

 

(2

)

 

39,341

 

Operating plant impairments

 

 

1

 

 

 

 

 

 

1

 

Operating lease expense

 

 

4,675

 

 

 

 

 

 

4,675

 

Other cost of revenue

 

 

10,743

 

 

5,314

 

 

 

 

16,057

 

Total cost of revenue

 

 

929,389

 

 

172,865

 

 

(592,073

)

 

510,181

 

Gross profit

 

 

19,774

 

 

19,942

 

 

(379

)

 

39,337

 

Equipment, development project and other impairments

 

 

1,960

 

 

 

 

 

 

1,960

 

Sales, general and administrative expense

 

 

10,340

 

 

(916

)

 

(397

)

 

9,027

 

Other operating expenses

 

 

131,845

 

 

24,578

 

 

(152,594

)

 

3,829

 

Income (loss) from operations

 

 

(124,371

)

 

(3,720

)

 

152,612

 

 

24,521

 

Interest expense

 

 

80,488

 

 

36,662

 

 

(3,734

)

 

113,416

 

Interest (income)

 

 

(6,285

)

 

(2,307

)

 

3,734

 

 

(4,858

)

(Income) loss from repurchase of various issuances of debt

 

 

 

 

 

 

 

 

 

Minority interest expense

 

 

(1

)

 

(8,073

)

 

4,727

 

 

(3,347

)

Other (income) expense, net

 

 

4,066

 

 

(543

)

 

18

 

 

3,541

 

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

 

 

(202,639

)

 

(29,459

)

 

147,867

 

 

(84,231

)

Reorganization items

 

 

(79,132

)

 

34,171

 

 

 

 

(44,961

)

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

 

 

(123,507

)

 

(63,630

)

 

147,867

 

 

(39,270

)

Provision (benefit) for income taxes

 

 

145,201

 

 

(54,220

)

 

 

 

90,981

 

Net income (loss)

 

$

(268,708

)

$

(9,410

)

$

147,867

 

$

(130,251

)

 

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.

 

26

 


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 December 1, 2006, through December 31, 2006

 

 


Gross Wages Paid**

 

Employee Payroll
Taxes Withheld*

 

Employer Payroll
Taxes Remitted*

$23,662

 

$5,540

 

$1,211

 

 

*

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 December 1, 2006; December 8, 2006; December 15, 2006; December 22; and December 29, 2006.

 

27

 


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 December 1, 2006, through December 31, 2006

 

 

 

Amount
Withheld/Accrued

 

Amount
Paid

 

Federal and state income taxes 

 

$

145,201

 

$

8,665

 

State and local taxes:

 

 

 

 

 

 

 

Property

 

 

(4,280

)

 

14,551

 

Sales and use

 

 

6,500

 

 

762

 

Franchise

 

 

42

 

 

42

 

Other

 

 

20

 

 

20

 

Total state and local taxes

 

 

2,282

 

 

15,375

 

Total taxes

 

$

147,483

 

$

24,040

 

 

 

28

 


Index   Definitions

SCHEDULE V

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

TOTAL DISBURSEMENTS BY DEBTOR

For the Month Ended December 31, 2006

(in dollars)

 

 

Legal Entity

Case Number

Disbursements

 

Amelia Energy Center, LP

05-60223-BRL

$                        —

 

Anacapa Land Company, LLC

05-60226-BRL

14,767

 

Anderson Springs Energy Company

05-60232-BRL

 

Androscoggin Energy, Inc.

05-60239-BRL

 

Auburndale Peaker Energy Center, LLC

05-60244-BRL

 

Augusta Development Company, LLC

05-60248-BRL

 

Aviation Funding Corp.

05-60252-BRL

 

Baytown Energy Center, LP

05-60255-BRL

(4,147,963

)

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

1,656

 

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

37,910

 

Broad River Holdings, LLC

05-60245-BRL

 

CalGen Equipment Finance Company, LLC

05-60249-BRL

 

CalGen Equipment Finance Holdings, LLC

05-60251-BRL

 

CalGen Expansion Company, LLC

05-60253-BRL

 

CalGen Finance Corp.

05-60229-BRL

 

CalGen Project Equipment Finance Company One, LLC

05-60236-BRL

 

CalGen Project Equipment Finance Company Three, LLC

05-60259-BRL

10,306

 

CalGen Project Equipment Finance Company Two, LLC

05-60262-BRL

 

Calpine Acadia Holdings, LLC

05-60265-BRL

115

 

Calpine Administrative Services Company, Inc.

05-60201-BRL

5,130,196

 

Calpine Agnews, Inc.

05-60268-BRL

 

Calpine Amelia Energy Center GP, LLC

05-60270-BRL

 

Calpine Amelia Energy Center LP, LLC

05-60272-BRL

 

Calpine Auburndale Holdings, LLC

05-60452-BRL

 

Calpine Baytown Energy Center GP, LLC

05-60453-BRL

 

Calpine Baytown Energy Center LP, LLC

05-60320-BRL

 

Calpine Bethpage 3 Pipeline Construction Company, Inc.

05-60330-BRL

 

Calpine Bethpage 3, LLC

05-60342-BRL

 

Calpine c*Power, Inc.

05-60250-BRL

 

Calpine CalGen Holdings, Inc.

05-60352-BRL

 

Calpine California Development Company, LLC

05-60355-BRL

 

Calpine California Energy Finance, LLC

05-60360-BRL

 

 

 

29

 


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

1,877,455

 

Calpine Central-Texas, Inc.

05-60338-BRL

 

Calpine Channel Energy Center GP, LLC

05-60340-BRL

 

Calpine Channel Energy Center LP, LLC

05-60343-BRL

 

Calpine Clear Lake Energy GP, LLC

05-60345-BRL

 

Calpine Clear Lake Energy, LP

05-60349-BRL

 

Calpine Cogeneration Corporation

05-60233-BRL

 

Calpine Construction Management Company, Inc.

05-60260-BRL

1,155,461

 

Calpine Corporation

05-60200-BRL

59,978,875

 

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

8,752,313

 

Calpine Energy Holdings, Inc.

05-60207-BRL

 

Calpine Energy Services Holdings, Inc.

05-60208-BRL

 

Calpine Energy Services, L.P.

05-60222-BRL

293,867,740

 

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

562,118

 

Calpine Geysers Company, LP

06-10939-BRL

20,303

 

Calpine Gilroy 1, Inc.

05-60240-BRL

 

Calpine Gilroy 2, Inc.

05-60241-BRL

 

Calpine Gilroy Cogen, L.P.

05-60243-BRL

386,237

 

Calpine Global Services Company, Inc.

05-60246-BRL

 

Calpine Gordonsville GP Holdings, LLC

05-60281-BRL

 

Calpine Gordonsville LP Holdings, LLC

05-60282-BRL

 

Calpine Gordonsville, LLC

05-60283-BRL

 

Calpine Greenleaf Holdings, Inc.

05-60284-BRL

 

Calpine Greenleaf, Inc.

05-60285-BRL

30,931

 

 

 

30

 


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

24,079

 

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

122,054

 

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

72,388

 

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

3,253,591

 

Calpine Operating Services Company, Inc.

05-60322-BRL

32,871,913

 

Calpine Operations Management Company, Inc.

05-60206-BRL

 

Calpine Pastoria Holdings, LLC

05-60302-BRL

 

Calpine Philadelphia, Inc.

05-60305-BRL

15,074

 

Calpine Pittsburg, LLC

05-60307-BRL

6,916

 

Calpine Power Company

05-60202-BRL

929

 

Calpine Power Equipment LP

05-60310-BRL

 

Calpine Power Management, Inc.

05-60319-BRL

 

Calpine Power Management, LP

05-60466-BRL

6,011

 

Calpine Power Services, Inc.

05-60323-BRL

353,813

 

Calpine Power, Inc.

05-60316-BRL

 

Calpine PowerAmerica, Inc.

05-60211-BRL

 

 

 

31

 


Index   Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

Legal Entity

Case Number

Disbursements

 

Calpine PowerAmerica, LP

05-60212-BRL

367,301

 

Calpine PowerAmerica-CA, LLC

05-60213-BRL

83,288

 

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

10,554,777

 

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

6,597

 

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

3,631

 

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

1,089,800

 

CCFC Development Company, LLC

05-60267-BRL

 

CCFC Equipment Finance Company, LLC

05-60269-BRL

 

CCFC Project Equipment Finance Company One, LLC

05-60271-BRL

 

Celtic Power Corporation

05-60273-BRL

 

CES GP, LLC

05-60218-BRL

 

CGC Dighton, LLC

05-60274-BRL

 

Channel Energy Center, LP

05-60275-BRL

(6,350,561

)

Channel Power GP, LLC

05-60276-BRL

 

Channel Power, LP

05-60277-BRL

 

Clear Lake Cogeneration Limited Partnership

05-60278-BRL

712,694

 

CogenAmerica Asia Inc.

05-60372-BRL

 

CogenAmerica Parlin Supply Corp.

05-60383-BRL

 

Columbia Energy LLC

05-60440-BRL

1,595,910

 

 

 

32

 


Index   Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

Legal Entity

Case Number

Disbursements

 

Corpus Christi Cogeneration L.P.

05-60441-BRL

(3,578,317

)

CPN 3rd Turbine, Inc.

05-60443-BRL

 

CPN Acadia, Inc.

05-60444-BRL

 

CPN Berks Generation, Inc.

05-60445-BRL

 

CPN Berks, LLC

05-60446-BRL

 

CPN Bethpage 3rd Turbine, Inc.

05-60448-BRL

280,986

 

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

309,449

 

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

33,524

 

CPN Telephone Flat, Inc.

05-60306-BRL

1,326

 

Decatur Energy Center, LLC

05-60313-BRL

3,363,184

 

Deer Park Power GP, LLC

05-60363-BRL

 

Deer Park Power, LP

05-60370-BRL

 

Delta Energy Center, LLC

05-60375-BRL

8,417,872

 

Dighton Power Associates Limited Partnership

05-60382-BRL

 

East Altamont Energy Center, LLC

05-60386-BRL

 

Fond du Lac Energy Center, LLC

05-60412-BRL

 

Fontana Energy Center, LLC

05-60335-BRL

 

Freestone Power Generation LP

05-60339-BRL

4,676,719

 

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

7,876,842

 

Geysers Power I Company

05-60389-BRL

 

Goldendale Energy Center, LLC

05-60390-BRL

2,586,022

 

Hammond Energy LLC

05-60393-BRL

 

Hillabee Energy Center, LLC

05-60394-BRL

590,643

 

Idlewild Fuel Management Corp.

05-60397-BRL

 

JMC Bethpage, Inc.

05-60362-BRL

 

KIAC Partners

05-60366-BRL

4,590,702

 

Lake Wales Energy Center, LLC

05-60369-BRL

 

Lawrence Energy Center, LLC

05-60371-BRL

 

 

 

33

 


Index   Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

Legal Entity

Case Number

Disbursements

 

Lone Oak Energy Center, LLC

05-60403-BRL

28,602

 

Los Esteros Critical Energy Facility, LLC

05-60404-BRL

597,748

 

Los Medanos Energy Center LLC

05-60405-BRL

1,688,943

 

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

928

 

MEP Pleasant Hill, LLC

05-60334-BRL

131,058

 

Moapa Energy Center, LLC

05-60337-BRL

3,925

 

Mobile Energy L L C

05-60344-BRL

5,184

 

Modoc Power, Inc.

05-60346-BRL

 

Morgan Energy Center, LLC

05-60353-BRL

1,469,562

 

Mount Hoffman Geothermal Company, L.P.

05-60361-BRL

 

Mt. Vernon Energy LLC

05-60376-BRL

 

NewSouth Energy LLC

05-60381-BRL

50,670

 

Nissequogue Cogen Partners

05-60388-BRL

615,923

 

Northwest Cogeneration, Inc.

05-60336-BRL

 

NTC Five, Inc.

05-60463-BRL

 

NTC GP, LLC

05-60350-BRL

 

Nueces Bay Energy LLC

05-60356-BRL

 

O.L.S. Energy-Agnews, Inc.

05-60374-BRL

1,366,709

 

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

9,489,104

 

Philadelphia Biogas Supply, Inc.

05-60421-BRL

 

Phipps Bend Energy Center, LLC

05-60395-BRL

 

Pine Bluff Energy, LLC

05-60396-BRL

266,015

 

Power Investors, L.L.C.

05-60398-BRL

 

Power Systems MFG., LLC

05-60399-BRL

4,125,710

 

Quintana Canada Holdings, LLC

05-60400-BRL

 

RockGen Energy LLC

05-60401-BRL

1,755,503

 

Rumford Power Associates Limited Partnership

05-60467-BRL

 

Russell City Energy Center, LLC

05-60411-BRL

145,778

 

San Joaquin Valley Energy Center, LLC

05-60413-BRL

64,100

 

Silverado Geothermal Resources, Inc.

06-10198-BRL

276,878

 

Skipanon Natural Gas, LLC

05-60415-BRL

 

South Point Energy Center, LLC

05-60417-BRL

712,264

 

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

123,873

 

Texas City Cogeneration, L.P.

05-60434-BRL

748,836

 

Texas Cogeneration Company

05-60435-BRL

 

Texas Cogeneration Five, Inc.

05-60436-BRL

 

 

 

34

 


Index   Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

 

Legal Entity

Case Number

Disbursements

 

Texas Cogeneration One Company

05-60437-BRL

 

Thermal Power Company

05-60438-BRL

 

Thomassen Turbine Systems America, Inc.

05-60354-BRL

 

Tiverton Power Associates Limited Partnership

05-60357-BRL

80

 

Towantic Energy, L.L.C.

05-60364-BRL

25,912

 

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

3,065

 

 

 

 

 

TOTAL

 

$      465,313,947

 

 

 

35

 


Index   Definitions

SCHEDULE VI

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

DEBTORS’ STATEMENT REGARDING INSURANCE POLICIES

For the Period from December 1, 2006, through December 31, 2006

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

 

 

36

 


Index   Definitions

SCHEDULE VII

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands)

For the Three Months and Year Ended December 31, 2006

 

 

 

 

Three Months
Ended
December 31,
2006

 

Year
Ended
December 31,
2006

 

Revenue:

 

 

 

 

 

 

 

Electricity and steam revenue

 

$

1,209,944

 

$

5,279,989

 

Sales of purchased power and gas for hedging and optimization

 

 

358,540

 

 

1,249,632

 

Mark-to-market activities, net

 

 

10,832

 

 

98,983

 

Other revenue

 

 

20,499

 

 

77,156

 

Total revenue

 

 

1,599,815

 

 

6,705,760

 

Cost of revenue:

 

 

 

 

 

 

 

Plant operating expense

 

 

230,056

 

 

749,933

 

Purchased power and gas expense for hedging and optimization

 

 

340,894

 

 

1,198,378

 

Fuel expense

 

 

765,070

 

 

3,238,727

 

Depreciation and amortization expense

 

 

119,804

 

 

470,446

 

Operating plant impairments

 

 

(10

)

 

52,497

 

Operating lease expense

 

 

12,984

 

 

66,014

 

Other cost of revenue

 

 

53,692

 

 

181,754

 

Total cost of revenue

 

 

1,522,490

 

 

5,957,749

 

Gross profit

 

 

77,325

 

 

748,011

 

Equipment, development project and other impairments

 

 

806

 

 

64,975

 

Sales, general and administrative expense

 

 

27,254

 

 

174,603

 

Other operating expenses

 

 

11,927

 

 

36,354

 

Income from operations

 

 

37,338

 

 

472,079

 

Interest expense

 

 

442,713

 

 

1,262,289

 

Interest (income)

 

 

(19,772

)

 

(79,214

)

Loss from repurchase of various issuances of debt

 

 

 

 

18,131

 

Minority interest expense

 

 

(5,599

)

 

4,726

 

Other (income) expense, net

 

 

6,211

 

 

(4,555

)

Loss before reorganization items, benefit for income taxes, discontinued operations and cumulative effect of a change in accounting principle

 

$

(386,215

)

$

(729,298

)

Reorganization items

 

 

(126,638

)

 

971,956

 

Loss before benefit for income taxes, discontinued operations and cumulative effect of a change in accounting principle

 

 

(259,577

)

 

(1,701,254

)

(Benefit) for income taxes

 

 

99,790

 

 

64,158

 

Loss before discontinued operations and cumulative effect of a change in accounting principle

 

 

(359,367

)

 

(1,765,412

)

Discontinued operations, net of tax benefit

 

 

 

 

 

Cumulative effect of a change in accounting principle, net of tax provision of $— and $312

 

 

 

 

505

 

Net income (loss)

 

$

(359,367

)

$

(1,764,907

)

 

 

37

 


Index   Definitions

SCHEDULE VIII

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

(in thousands)

For the Year Ended December 31, 2006

 

 

Cash flows from operating activities:

 

 

 

 

Net loss

 

$

(1,764,907

)

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization(1)

 

 

585,309

 

Impairment charges

 

 

117,472

 

Deferred income taxes, net

 

 

22,149

 

Loss (gain) on sale of assets

 

 

35,754

 

Foreign currency transaction loss (gain)

 

 

(45

)

Gain on settlement of notes receivable

 

 

(6,025

)

Loss (gain) on repurchase of debt

 

 

18,131

 

Minority interest expense

 

 

4,726

 

Mark-to-market activities, net

 

 

(98,983

)

Non-cash derivative activities

 

 

170,788

 

Stock compensation expense

 

 

5,741

 

Reorganization items

 

 

806,887

 

Other

 

 

170

 

Change in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

 

111,605

 

Other assets

 

 

48,739

 

Accounts payable, liabilities subject to compromise and accrued expense

 

 

18,341

 

Other liabilities

 

 

80,131

 

Net cash provided by (used in) operating activities

 

 

155,983

 

Cash flows from investing activities:

 

 

 

 

Purchases of property, plant and equipment

 

 

(211,501

)

Disposals of property, plant and equipment

 

 

22,583

 

Acquisitions, net of cash acquired

 

 

(266,846

)

Disposal of investments, turbines and power plants

 

 

252,230

 

Advances to joint ventures

 

 

(59,000

)

Project development costs

 

 

(1,178

)

Proceeds from deferred transmission credits

 

 

24,248

 

Cash flows from derivatives not designated as hedges

 

 

(143,979

)

(Increase) decrease in restricted cash

 

 

384,330

 

(Increase) decrease in notes receivable

 

 

13,552

 

Net cash provided by (used in) investing activities

 

 

14,439

 

 

 

38

 


Index   Definitions

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS — (Continued)

(Unaudited)

(in thousands)

 

Cash flows from financing activities:

 

 

 

 

Repayments of notes payable and lines of credit

 

$

(179,584

)

Borrowings from project financing

 

 

140,958

 

Repayments of project financing

 

 

(109,688

)

DIP facility borrowings

 

 

1,150,000

 

Repayments of DIP Facility

 

 

(178,500

)

Repayments and repurchases of senior notes

 

 

(646,105

)

Redemptions of preferred interests

 

 

(9,480

)

Financing costs

 

 

(39,239

)

Other

 

 

(7,094

)

Net cash provided by (used in) financing activities

 

 

121,268

 

Effect of exchange rate changes on cash and cash equivalents

 

 

 

Net increase (decrease) in cash and cash equivalents, including discontinued operations cash

 

 

291,690

 

Change in discontinued operations cash classified as assets held for sale

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

291,690

 

Cash and cash equivalents, beginning of period

 

 

785,637

 

Cash and cash equivalents, end of period

 

$

1,077,327

 

Cash paid during the period for:

 

 

 

 

Interest, net of amounts capitalized

 

$

978,618

 

Income taxes

 

$

8,899

 

Reorganization items included in operating activities

 

$

120,343

 

Reorganization items included in investing activities

 

$

(106,616

)

Reorganization items included in financing activities

 

$

39,002

 

Fair value of common stock issued (returned) in exchange for a prepaid forward purchase contract, net of cash received, offset by returnable shares

 

$

(113,100

)

Project financing extinguished with sale of leasehold interest in the Fox Energy Center

 

$

352,328

 

____________

 

Supplemental disclosure of non-cash investing and financing activities:

 

Acquisition of the Geysers Assets

 

$

180,607

 

Capital contribution (equipment) to Greenfield Energy Center

 

$

27,854

 

Letter of credit draws under the CalGen financing

 

$

71,458

 

Letter of credit collateral draws from restricted cash

 

$

32,005

 

Letter of credit collateral draws from restricted cash, used for minority interest distributions

 

$

15,000

 

Restricted cash used for project financing debt repayments

 

$

7,434

 

 

(1)

Includes depreciation and amortization that is also recorded in sales, general and administrative expense and interest expense.

 

39

 

 

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