8-K 1 june2007.htm

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 14, 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 August 14, 2007, the Company and certain of its subsidiaries (collectively, the “Debtors”) filed their unaudited consolidated Monthly Operating Statement for the month ended June 30, 2007 (the “Monthly Operating Statement”), with 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, and its Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2007, and June 30, 2007.

 

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. Words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will” and similar expressions identify forward-looking statements. Such statements include, among others, those concerning expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risks and uncertainties associated with the Chapter 11 and CCAA cases, including the Company’s ability to successfully reorganize and emerge from Chapter 11; (ii) the Company’s ability to implement its business plan; (iii) financial results that may be volatile and may not reflect historical trends; (iv) seasonal fluctuations of results; (v) potential volatility in earnings associated with fluctuations in prices for commodities such as natural gas and power; (vi) the Company’s ability to manage liquidity needs and comply with financing obligations; (vii) the direct or indirect effects on the Company’s business of its 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 PPAs (as defined in the Monthly Operating Statement) 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 the Company’s geothermal resources and generation facilities, including unusual or unexpected steam field well and pipeline maintenance and variables associated with the waste water injection projects that supply added water to the steam reservoir; (xii) risks associated with power project development and construction activities; (xiii) the Company’s ability to attract, retain and motivate key employees; (xiv) the Company’s 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, and the Company’s annual and quarterly reports on Forms 10-K and 10-Q. You should also carefully review other reports that the Company files with the SEC. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.

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

 

 

(d)

Exhibits

 

99.1  Calpine Corporation’s Unaudited Monthly Operating Statement for the month ended June 30, 2007.

 

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 and

Chief Accounting Officer

 

 

 

Date:  August 14, 2007

 

 

 

 

3

 


Index   Definitions

 

EXHIBIT INDEX

 

 

Exhibit

Number

 

 

Description

99.1

 

Calpine Corporation’s Unaudited Monthly Operating Statement for the month ended June 30, 2007.

 

 

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 JUNE 1, 2007, TO JUNE 30, 2007

 

 

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 MILLIONS):

 

$

545

 

 

 

 

 

 

 

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 MILLIONS):

 

$

1

 

 

 

 

 

 

 

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 and

Chief Accounting Officer

DATE:  August 14, 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

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

2007 First Quarter Form 10-Q

 

Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed with the SEC on May 9, 2007

2007 Second Quarter Form 10-Q

 

Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed with the SEC on August 8, 2007

2007 Forms 10-Q

 

2007 First Quarter Form 10-Q and 2007 Second Quarter Form 10-Q

Acadia PP

 

Acadia Power Partners, LLC

APH

 

Acadia Power Holdings, LLC, a wholly owned subsidiary of Cleco

Bankruptcy Code

 

U.S. Bankruptcy Code

Bankruptcy Courts

 

The U.S. Bankruptcy Court and the Canadian Court

CalGen

 

Calpine Generating Company, LLC

CalGen First Lien Debt

 

Collectively, $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; and the CalGen 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

 

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

CalGen Third Lien Debt

 

Collectively, $680,000,000 Third Priority Secured Floating Rate Notes Due 2011 issued by CalGen and CalGen Finance; and $150,000,000 11 1/2% Third Priority Secured Notes Due 2011 issued by CalGen and CalGen Finance

CalGen Secured Debt

 

Collectively, the CalGen First Lien Debt, the CalGen Second Lien Debt and the CalGen Third Lien Debt

 

 

6

 


Index

 

 

Abbreviation

 

Definition

 

Calpine Debtor(s)

 

The U.S. Debtors and the Canadian Debtors

 

Canadian Court

 

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

 

Canadian Debtor(s)

 

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

 

 

Canadian Settlement Agreement

 

Settlement Agreement dated as of July 24, 2007, by and between Calpine Corporation, on behalf of itself and its U.S. subsidiaries, Calpine Canada Energy Ltd., Calpine Canada Power Ltd., Calpine Canada Energy Finance ULC, Calpine Energy Services Canada Ltd., Calpine Canada Resources Company, Calpine Canada Power Services Ltd., Calpine Canada Energy Finance II ULC, Calpine Natural Gas Services Limited, 3094479 Nova Scotia Company, Calpine Energy Services Canada Partnership, Calpine Canada Natural Gas Partnership, Calpine Canadian Saltend Limited Partnership and HSBC Bank USA, National Association, as successor indenture trustee

 

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 of the U.S. Bankruptcy Court dated June 21, 2006, July 12, 2006, October 25, 2006, November 15, 2006, December 20, 2006, December 28, 2006, January 17, 2007, and March 1, 2007

 

CCAA

 

Companies’ Creditors Arrangement Act (Canada)

 

CCRC

 

Calpine Canada Resources Company, formerly Calpine Canada Resources Ltd.

 

CES

 

Calpine Energy Services, L.P.

 

Chapter 11

 

Chapter 11 of the Bankruptcy Code

 

Cleco

 

Cleco Corp.

 

Company

 

Calpine Corporation, a Delaware corporation, and subsidiaries

 

Convertible Notes

 

Calpine Corporation’s Contingent Convertible Notes Due 2014, 7 3/4% Contingent Convertible Notes Due 2015, 4 3/4% Contingent Convertible Senior Notes Due 2023 and 4% Convertible Senior Notes Due December 26, 2006

 

DIP

 

Debtor-in-possession

 

DIP Order

 

Order of the U.S. Bankruptcy Court dated March 12, 2007, approving the DIP Facility

 

DIP Facility

 

The Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007, among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, the lenders party thereto, Credit Suisse, Goldman Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-syndication agents and co-documentation agents, General Electric Capital Corporation, as sub-agent, and Credit Suisse, as administrative agent and collateral agent, with Credit Suisse Securities (USA) LLC, Goldman Sachs Credit Partners L.P., JPMorgan Securities Inc., and Deutsche Bank Securities Inc. acting as Joint Lead Arrangers and Bookrunners

 

Disclosure Statement

 

Disclosure Statement for Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code filed by the U.S. Debtors with the U.S. Bankruptcy Court on June 20, 2007, as it may be amended, modified or supplemented from time to time

 

Exchange Act

 

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

 

FASB

 

Financial Accounting Standards Board

 

 

7

 


Index

 

 

Abbreviation

 

Definition

 

 

FIN

 

FASB Interpretation Number

 

FSP

 

FASB Staff Position

 

GAAP

 

Generally accepted accounting principles in the U.S.

 

Greenfield LP

 

Greenfield Energy Centre LP

 

IRS

 

U.S. Internal Revenue Service

 

LSTC

 

Liabilities subject to compromise

 

MW

 

Megawatt(s)

 

NOL

 

Net operating loss

 

Non-U.S. Debtor(s)

 

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

 

OMEC

 

Otay Mesa Energy Center, LLC

 

Original DIP Facility

 

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

 

Petition Date

 

December 20, 2005

 

Plan of Reorganization

 

Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code filed by the U.S. Debtors with the U.S. Bankruptcy Court on June 20, 2007, as it may be amended, modified or supplemented from time to time

 

Plan Supplement

 

Supplement to Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code filed by the U.S. Debtors with the U.S. Bankruptcy Court on June 20, 2007, as it may be amended, modified or supplemented from time to time

 

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

 

SDG&E

 

San Diego Gas & Electric Company

 

SDNY Court

 

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

 

SEC

 

U.S. Securities and Exchange Commission

 

 

8

 


Index

 

 

Abbreviation

 

Definition

 

 

Second Priority Debt

 

Collectively, the Second Priority Notes and Calpine Corporation’s Senior Secured Term Loans Due 2007

 

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

 

Securities Act

 

U.S. Securities Act of 1933, as amended

 

SFAS

 

Statement of Financial Accounting Standards

 

SOP

 

Statement of Position

 

ULC I

 

Calpine Canada Energy Finance 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)

 

 

9

 


Definitions

 

CALPINE CORPORATION

(Debtor-in-Possession)

Index to Consolidated Condensed Financial Statements and Schedules

 

 

 

 

Page

Financial Statements as of and for the Month Ended June 30, 2007:

 

Consolidated Condensed Statement of Operations

11

Consolidated Condensed Balance Sheet

12

Notes to Unaudited Consolidated Condensed Financial Statements

 

 

1.

Chapter 11 Cases and Related Disclosures

13

 

2.

Basis of Presentation

17

 

3.

Summary of Significant Accounting Policies

18

 

4.

Recent Accounting Pronouncements

18

 

5.

Cash and Cash Equivalents, Restricted Cash and Commodity Margin Deposits

19

 

6.

DIP Facility

20

Schedules:          

 

 

Schedule I

Consolidating Condensed Balance Sheet as of June 30, 2007

22

Schedule II

Consolidating Condensed Statement of Operations for the Month Ended June 30, 2007

23

Schedule III

Payroll and Payroll Taxes

24

Schedule IV

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

25

Schedule V

Disbursements by Debtor

26

Schedule VI

Debtors’ Statement Regarding Insurance Policies

32

Schedule VII

Consolidated Condensed Statements of Operations for the Three and Six Months
Ended June 30, 2007

33

Schedule VIII

Consolidated Condensed Statement of Cash Flows for the Six Months
Ended June 30, 2007

34

 

 

10

 


Index   Definitions

 

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

(in millions)

For the period from June 1, 2007, through June 30, 2007

 

 

Revenue:

 

 

 

 

Electricity and steam revenue

 

$

539

 

Sales of purchased power and gas for hedging and optimization

 

 

163

 

Mark-to-market activities, net

 

 

61

 

Other revenue

 

 

11

 

Total revenue

 

 

774

 

Cost of revenue:

 

 

 

 

Plant operating expense

 

 

68

 

Purchased power and gas expense for hedging and optimization

 

 

123

 

Fuel expense

 

 

367

 

Depreciation and amortization expense

 

 

39

 

Operating plant impairments

 

 

 

Operating lease expense

 

 

4

 

Other cost of revenue

 

 

14

 

Total cost of revenue

 

 

615

 

Gross profit

 

 

159

 

Equipment, development project and other impairments

 

 

 

Sales, general and administrative expense

 

 

10

 

Other operating expenses

 

 

1

 

Income from operations

 

 

148

 

Interest expense

 

 

91

 

Interest (income)

 

 

(2

)

Minority interest (income)

 

 

(1

)

Other (income) expense, net

 

 

(1

)

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

 

 

61

 

Reorganization items

 

 

76

 

Loss before (benefit) for income taxes

 

 

(15

)

(Benefit) for income taxes

 

 

(16

)

Net income

 

$

1

 

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

11

 


Index   Definitions

 

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED BALANCE SHEET

(Unaudited)

(in millions)

June 30, 2007

 

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

1,404

 

Accounts receivable, net

 

 

964

 

Inventories

 

 

144

 

Margin deposits and other prepaid expense

 

 

432

 

Restricted cash, current

 

 

410

 

Current derivative assets

 

 

245

 

Assets held for sale

 

 

378

 

Other current assets

 

 

56

 

Total current assets

 

 

4,033

 

Property, plant and equipment, net

 

 

12,759

 

Restricted cash, net of current portion

 

 

148

 

Investments

 

 

262

 

Long-term derivative assets

 

 

358

 

Other assets

 

 

1,006

 

Total assets

 

$

18,566

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

697

 

Accrued interest payable

 

 

268

 

Debt, current

 

 

4,877

 

Current derivative liabilities

 

 

291

 

Income taxes payable

 

 

36

 

Liabilities held for sale

 

 

312

 

Other current liabilities

 

 

354

 

Total current liabilities

 

 

6,835

 

Debt, net of current portion

 

 

3,222

 

Deferred income taxes, net of current portion

 

 

602

 

Long-term derivative liabilities

 

 

489

 

Other long-term liabilities

 

 

275

 

Total liabilities not subject to compromise

 

 

11,423

 

Liabilities subject to compromise

 

 

15,249

 

Minority interests

 

 

3

 

Stockholders’ equity (deficit):

 

 

 

 

Common stock

 

 

1

 

Additional paid-in capital

 

 

3,269

 

Additional paid-in capital, loaned shares

 

 

22

 

Additional paid-in capital, returnable shares

 

 

(22

)

Accumulated deficit

 

 

(11,337

)

Accumulated other comprehensive loss

 

 

(42

)

Total stockholders’ deficit

 

 

(8,109

)

Total liabilities and stockholders’ deficit

 

$

18,566

 

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

12

 


Index   Definitions

 

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

For the Period from June 1, 2007, through June 30, 2007

1.  Chapter 11 Cases and Related Disclosures

 

General Bankruptcy Matters — 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. See Note 3 “Chapter 11 Cases and Related Disclosures” in the Notes to Consolidated Financial Statements included in our 2006 Form 10-K and Note 2 “Chapter 11 Cases and Related Disclosures” in the Notes to Consolidated Condensed Financial Statements included in each of our 2007 Forms 10-Q for further information regarding our Chapter 11 cases and the CCAA proceedings.

 

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, pursuant to automatic stay provisions under the Bankruptcy Code and orders (which currently extend through December 20, 2007) granted by the Canadian Court, 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.

 

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 the 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.

 

Plan of Reorganization — On June 20, 2007, the U.S. Debtors filed the Plan of Reorganization with the U.S. Bankruptcy Court, together with the Disclosure Statement and portions of the Plan Supplement. The Plan of Reorganization provides for the treatment of claims of creditors on a “waterfall” basis that allocates value to our creditors and shareholders in accordance with the priorities of the Bankruptcy Code. Pursuant to the Plan of Reorganization, allowed administrative claims and priority tax claims will be paid in full in cash or cash equivalents, as will allowed first and second lien debt claims. Other allowed secured claims will be reinstated, paid in full in cash or cash equivalents, or have the collateral securing such claims returned to the secured creditor. Allowed unsecured claims will receive a pro rata distribution of common stock of the reorganized Calpine Corporation until paid in full; allowed unsecured convenience claims (all claims $50,000 or less) will be paid in full in cash or cash equivalents. Any remaining value after such allowed creditors’ claims have been paid in full will be distributed pro rata to existing holders of allowed interests (primarily holders of existing Calpine Corporation common stock) and holders of subordinated equity securities claims in the form of reorganized Calpine Corporation common stock.

 

The Plan of Reorganization assumes that allowed claims plus Non-Debtor net project debt of $4.1 billion will range from $20.1 billion to $22.3 billion after completion of the claims objection, reconciliation and resolution process. However, because disputed claims, including litigation instituted by us challenging so-called “make whole,” premium, or “no-call”

 

13

 


Index   Definitions

 

claims, have not yet been finally adjudicated, and our total enterprise value upon emergence has not yet been finally determined, no assurances can be given that actual recoveries to creditors and interest holders will not be materially higher or lower than proposed in the Plan of Reorganization.

 

The Disclosure Statement contains detailed information about the Plan of Reorganization, a historical profile of our business, a description of proposed distributions to creditors, and an analysis of the Plan of Reorganization’s feasibility, as well as many of the technical matters required for the exit process, such as descriptions of who will be eligible to vote on the Plan of Reorganization and the voting process itself. The information contained in the Disclosure Statement is subject to change, whether as a result of amendments to the Plan of Reorganization, actions of third parties or otherwise.

 

On July 27, 2007, we informed the U.S. Bankruptcy Court that we had been contacted by certain parties about potentially sponsoring an alternative plan of reorganization premised upon a structure that will provide guaranteed distributions to the U.S. Debtors’ stakeholders. We are currently investigating the proposed alternative plan structure to determine whether it would offer recoveries to our stakeholders that are superior to those under the current Plan of Reorganization and assessing potential investors’ interest in sponsoring a guaranteed distribution plan that would not compromise what we believe is an appropriate balance sheet upon emergence. To that end, on or about July 20, 2007, we distributed to potential investors requests for proposals in connection with a guaranteed distribution plan.

 

To allow time to evaluate the prospects of a guaranteed distribution plan and for potential plan sponsors to conduct due diligence in connection with making any plan sponsorship commitments, we adjourned the originally scheduled August 8, 2007, hearing on the adequacy of the Disclosure Statement until September 11, 2007, and have also generally moved back other key plan solicitation and confirmation dates by approximately one month. We may not solicit votes on the Plan of Reorganization, as filed or as it may be amended (whether to reflect any alternative distribution plan or otherwise) until the adequacy of the information in the Disclosure Statement has been approved by the U.S. Bankruptcy Court.

 

We have the exclusive right until August 20, 2007, to solicit acceptance of the Plan of Reorganization, as filed or amended, which is the maximum period of time provided by the Bankruptcy Code. During this exclusivity period, competing plans of reorganization may not be filed by third parties. The U.S. Bankruptcy Court has the power to terminate this exclusivity period prior to August 20, 2007, and we can make no assurance that the U.S. Bankruptcy Court will not do so.

 

Nothing contained in this Report is intended to be, nor should it be construed as, a solicitation for a vote on the Plan of Reorganization, as filed or as it may be amended. The Plan of Reorganization will become effective only if it receives the requisite approval and is confirmed by the U.S. Bankruptcy Court, which we currently expect to occur during the last quarter of 2007. However, there can be no assurance that the U.S. Bankruptcy Court will confirm the Plan of Reorganization or that it will be implemented successfully.

 

Additional DIP Facility Commitment — On July 11, 2007, the U.S. Bankruptcy Court authorized us to enter into a commitment letter, pay associated commitment and other fees, and to amend the DIP Facility to provide for additional secured exit financing of up to $3.0 billion in addition to amounts currently available under the DIP Facility upon conversion of the DIP Facility to exit financing. The amendment of the DIP Facility is subject to further conditions, including obtaining necessary approvals of lenders under the DIP Facility. The commitment to fund the additional facilities under the amended DIP Facility will expire on January 31, 2008, if certain conditions, including effectiveness of the Plan of Reorganization, are not met. See Note 6 for additional information regarding our DIP Facility.

 

Asset Sales — In connection with our restructuring activities, we have identified certain assets for potential divestiture. 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. Asset sale activities during the month of June 2007 and through the filing of this Report, included the following:

 

On July 6, 2007, we completed the sale of the Parlin Power Plant, a 118-MW natural gas-fired facility in Parlin, New Jersey, to EFS Parlin Holdings, LLC, an affiliate of General Electric Capital Corporation, for approximately $3 million in cash plus the assumption by EFS Parlin Holdings, LLC of certain liabilities and the agreement to waive certain asserted

 

14

 


Index   Definitions

 

claims against the Parlin Power Plant. We recorded a pre-tax gain of approximately $40 million in July 2007. The Parlin power plant is one of the designated projects for which we had agreed to limit available funds pursuant to the Cash Collateral Order.

 

On August 1, 2007, the U.S. Bankruptcy Court approved the sale of our 50% ownership interest in Acadia PP, the owner of the Acadia Energy Center, a 1,212-MW natural gas-fired facility located near Eunice, Louisiana, to Cajun Gas Energy, L.L.C. for consideration totaling approximately $189 million consisting of $104 million in cash and the payment of $85 million in priority distributions due to Cleco (the indirect owner, through its subsidiary APH, of the remaining 50% ownership interest in Acadia PP) in accordance with Acadia PP’s limited liability company agreement, plus the assumption by Cajun Gas Energy, L.L.C. of certain liabilities. The transaction, which was pursuant to a U.S. Bankruptcy Court approved auction process, is expected to close in the third quarter of 2007, subject to certain additional conditions including receipt of any regulatory approvals.

 

Based on APH’s original offer to purchase our interest in Acadia PP for $145 million, we previously recorded a pre-tax, predominately non-cash impairment charge of approximately $131 million in May 2007, to record our interest in Acadia PP at fair value less cost to sell. This impairment charge was reduced to $89 million in June 2007, as a result of the U.S. Bankruptcy Court approval of the sale to Cajun Gas Energy, L.L.C. This impairment charge is included in reorganization items on our Consolidated Condensed Statements of Operations.

 

The sales of the Parlin Power Plant and the anticipated sale of our interest in Acadia PP discussed above did not meet the criteria for discontinued operations due to our continuing activity in the markets in which these power plants operate; therefore, the results of operations for all periods prior to sale are included in our continuing operations.

 

Assets Held for Sale — Our assets and liabilities held for sale at June 30, 2007, include the assets and liabilities of Acadia PP and the Parlin Power Plant. Liabilities held for sale also include the minority interest for Acadia PP. The carrying amounts of the major classes of assets and liabilities held for sale which are included on our Consolidated Condensed Balance Sheet are as follows (in millions):

 

 

 

June 30,

2007

 

Assets:

 

 

 

 

Cash and cash equivalents

 

$

1

 

Accounts receivable

 

 

1

 

Inventories

 

 

2

 

Prepaid expenses

 

 

3

 

Property, plant and equipment, net

 

 

371

 

Total assets held for sale

 

$

378

 

Liabilities:

 

 

 

 

Current liabilities

 

$

10

 

Long-term liabilities

 

 

36

 

Minority interest

 

 

266

 

Total liabilities held for sale

 

$

312

 

 

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 gains on the sale of assets related to our restructuring activities. Our restructuring activities will likely result in additional charges for expected allowed claims, asset impairments and other reorganization items that could be material to our financial position or results of operations in any given period. The table below lists the significant components of reorganization items for the month ended June 30, 2007 (in millions).

 

15

 


Index   Definitions

 

Provision for expected allowed claims(1)

 

$

84

 

Asset impairments(2)

 

 

(25

)

Professional fees

 

 

12

 

Interest (income) on accumulated cash

 

 

(9

)

Other(3)

 

 

14

 

Total reorganization items

 

$

76

 

__________

(1)

Consists primarily of an additional accrual of $81 million resulting from the settlement of the rejection of leases and other agreements at the Rumford and Tiverton power plants for which we have agreed to allow general unsecured claims in the aggregate of $190 million.

(2)

The credit in June 2007 reflects a downward adjustment of $42 million in estimated impairment charges recorded in May 2007 related to the sale of our interest in Acadia PP following the results of the auction process described under “— Asset Sales” above.

(3)

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 and incentive costs.

 

Liabilities Subject to Compromise

 

The amounts of LSTC at June 30, 2007, consisted of the following (in millions):

 

Provision for expected allowed claims(1)

 

$

6,228

 

Second Priority Debt(2)

 

 

3,672

 

Unsecured senior notes

 

 

1,880

 

Convertible notes

 

 

1,824

 

Notes payable and other liabilities – related party

 

 

1,164

 

Accounts payable and accrued liabilities

 

 

481

 

Total liabilities subject to compromise

 

$

15,249

 

__________

(1)

A significant portion of the provision for expected allowed claims represents our estimate of the expected allowed claims for U.S. Debtor guarantees of debt issued by certain of our deconsolidated Canadian subsidiaries. Some of the guarantee exposures are redundant; however, we determined the duplicative 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. To the extent that the U.S. Bankruptcy Court approves limits on duplicative claims, the provision for expected allowed claims is adjusted accordingly. Additionally, the provision for expected allowed claims includes estimates of claim amounts resulting from the rejection or repudiation of leases and other executory contracts. See below for a discussion of settlement developments with respect to the Canadian claims.

(2)

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.

 

Canadian Settlement Agreements — On July 30, 2007, we entered into the Canadian Settlement Agreement after the Bankruptcy Courts approved the terms of our two previously disclosed proposed settlements with the Canadian Debtors and with an ad hoc committee of holders of notes issued by our subsidiary ULC I and guaranteed by Calpine Corporation. The Canadian Settlement Agreement, which encompasses both proposed settlements, resolves virtually all major cross-border issues among the parties. Implementation of the Canadian Settlement Agreement is subject to the completion of certain contingent events including the sale by CCRC of repurchased ULC I notes held by it. Following implementation, we expect

 

16

 


Index   Definitions

 

to reduce the provision for expected allowed claims in LSTC relating thereto by more than $3.0 billion. However, there can be no assurance that the contingent events will be satisfied, the Canadian Settlement Agreement will be implemented successfully and that the provision for expected allowed claims will be reduced accordingly.

 

Second Priority Debt Preliminary Settlement Agreement — On August 8, 2007, the U.S. Bankruptcy Court approved a settlement with the Ad Hoc Committee of Second Lien Holders of Calpine Corporation and Wilmington Trust Company as indenture trustee for the Second Priority Notes. Pursuant to the settlement, approximately $282 million of claims for make whole premiums and/or damages asserted against the U.S. Debtors by the holders of the Second Priority Debt will be replaced by a secured claim for $60 million that shall be paid in cash and an unsecured claim for $40 million. As a result, we recorded a provision for allowed claims of $100 million in July 2007.

 

Convertible Notes — On August 8, 2007, the U.S. Bankruptcy Court approved our limited objection to certain claims asserted by holders of the Convertible Notes, disallowing claims seeking damages for alleged breach of “conversion rights.” The U.S. Bankruptcy Court’s decision does not affect a previous agreement to allow claims for repayment of principal and interest on the Convertible Notes.

 

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 Sheet 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. Income, expenses and provisions for losses resulting from reorganization and certain other items directly related to our Chapter 11 cases are reported separately as reorganization items.

 

On May 3, 2007, OMEC, an indirect wholly owned subsidiary and the owner of the Otay Mesa Energy Center, entered into a ten year tolling agreement with SDG&E. OMEC also entered into a ground sublease and easement agreement with SDG&E which, among other things, provides for a put option by OMEC to sell, and a call option by SDG&E to buy, the Otay Mesa facility at the end of the tolling agreement. OMEC is a variable interest entity. The tolling agreement and the put and call options were determined to absorb the majority of risk from the entity such that we are not OMEC’s primary beneficiary. Accordingly, we deconsolidated OMEC during the three months ended June 30, 2007, and our investment in OMEC is accounted for under the equity method. The deconsolidation of OMEC resulted in a reduction in construction in progress of $144 million, cash of $29 million, debt of $7 million, other current and non-current assets of $12 million and other current and non-current liabilities of $22 million.

 

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

 

17

 


Index   Definitions

 

conjunction with the consolidated financial statements and notes thereto included in the 2006 Form 10-K and the 2007 Forms 10-Q.

 

The unaudited financial statements contained in the Monthly Operating Statement have been derived from the books and records of the Company. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP, and upon the application of such procedures, we believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this Monthly Operating Statement includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for financial statements prepared in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Per agreement among the Company, the Office of the U.S. Trustee and the Official Committee of Unsecured Creditors of Calpine Corporation, the Statement of Cash Flows is excluded from Monthly Operating Statements except on a quarterly basis. See Schedule VIII for the Consolidated Condensed Statement of Cash Flows for the six months ended June 30, 2007.

 

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. Of the total mark-to-market gain of $61 million in June 2007, there was a $62 million unrealized gain and a realized loss of $1 million. The realized loss included a non-cash gain of approximately $6 million from amortization of various items.

 

3.  Summary of Significant Accounting Policies

 

See Note 2 “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in our 2006 Form 10-K and Note 1 “Basis of Presentation and Summary of Significant Accounting Policies” in the Notes to Consolidated Condensed Financial Statements included in each of the 2007 Forms 10-Q for a summary of the accounting policies that we believe are significant to us.

 

4.  Recent Accounting Pronouncements

 

SFAS No. 157

 

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

 

SFAS No. 159

 

In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates with unrealized gains and losses on items for which the fair value option has been elected reported in earnings at each subsequent reporting date. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value nor does it eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted provided that

 

18

 


Index   Definitions

 

the entity also elects to apply SFAS No. 157. We are currently assessing the impact this standard will have on our results of operations, cash flows and financial position.

 

FASB Staff Position No. FIN 39-1

 

In April 2007, the FASB staff issued FSP FIN 39-1, “Amendment of FASB Interpretation No. 39.” FSP FIN 39-1 permits an entity to offset the fair value amounts recognized for cash collateral paid or cash collateral received against the fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement. Under the provisions of this pronouncement, a reporting entity shall make an accounting decision whether or not to offset fair value amounts. The guidance in FSP FIN 39-1 is effective for fiscal years beginning after November 15, 2007, with early application permitted. We expect that we will not elect to apply the netting provisions allowed under FSP FIN 39-1.

 

FASB Staff Position No. FIN 48-1

 

In May 2007, the FASB staff issued FSP FIN 48-1, “Definition of Settlement in FASB Interpretation No. 48.” FSP FIN 48-1 clarifies how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The guidance in FSP FIN 48-1 is to be applied upon the initial adoption of FIN 48, “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” If FIN 48 was not applied in a manner consistent with this interpretation, the provisions would need to be applied retrospectively to the initial adoption date of FIN 48. We applied FIN 48 in a manner consistent with the provisions of FSP FIN 48-1; therefore, the application of the provisions of FSP FIN 48-1 did not have a material impact on our results of operations, cash flows and financial position.

 

5.  Cash and Cash Equivalents, Restricted Cash and Commodity 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 under 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 June 30, 2007, $231 million of the cash and cash equivalents balance that was unrestricted 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 Balance Sheet and Statement of Cash Flows.

 

19

 


Index   Definitions

 

The table below represents the components of our consolidated restricted cash as of June 30, 2007 (in millions):

 

 

 

Current

 

Non-Current

 

Total

 

Debt service

 

$

103

 

$

112

 

$

215

 

Rent reserve

 

 

22

 

 

 

 

22

 

Construction/major maintenance

 

 

95

 

 

18

 

 

113

 

Security/project/insurance reserves

 

 

134

 

 

 

 

134

 

Collateralized letters of credit and other credit support

 

 

4

 

 

 

 

4

 

Other

 

 

52

 

 

18

 

 

70

 

Total

 

$

410

 

$

148

 

$

558

 

 

Of our restricted cash at June 30, 2007, $259 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.

 

$

105

 

Gilroy Energy Center, LLC

 

 

50

 

Rocky Mountain Energy Center, LLC

 

 

31

 

Riverside Energy Center, LLC

 

 

35

 

Calpine King City Cogen, LLC

 

 

28

 

Metcalf Energy Center, LLC

 

 

6

 

Power Contract Financing III, LLC

 

 

4

 

 

 

$

259

 

 

Commodity Margin Deposits — As of June 30, 2007, to support commodity transactions, we had margin deposits with third parties of $269 million; we had a gas and power prepayment balance of $105 million; and had no letters of credit outstanding. Counterparties had margin deposits with us of $1 million at June 30, 2007. 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

 

Our $5.0 billion DIP Facility consists of a $4.0 billion first priority senior secured term loan and a $1.0 billion first priority senior secured revolving credit facility together with an uncommitted term loan facility that permits us to raise up to $2.0 billion of incremental term loan funding on a senior secured basis with the same priority as the current debt under the DIP Facility. In addition, under the DIP Facility, the U.S. Debtors have the ability to provide liens to counterparties to secure potential obligations arising under certain hedging agreements. The DIP Facility is priced at LIBOR plus 2.25% or base rate plus 1.25% and matures on the earlier of the effective date of a confirmed plan or plans of reorganization or March 29, 2009. We have the option to convert the DIP Facility into our exit financing, provided certain conditions are met, which would extend the maturity date to March 29, 2014. We expect the effective date of our plan or plans of reorganization will be within the next twelve months; therefore, borrowings under the DIP Facility are classified as current at June 30, 2007.

 

On July 11, 2007, the U.S. Bankruptcy Court authorized us to enter into a commitment letter, pay associated fees and expenses and amend the DIP Facility to provide for additional exit financing. The amended DIP Facility will provide for up to $3 billion in secured exit financing in addition to amounts currently available under the DIP Facility upon conversion of the DIP Facility to exit financing. See Note 1 for further information.

 

The DIP Facility contains restrictions on the U.S. Debtors, including limiting their ability to, among other things: (i) incur additional indebtedness; (ii) create or incur liens to secure debt; (iii) lease, transfer or sell assets or use proceeds of

 

20

 


Index   Definitions

 

permitted asset leases, transfers or sales; (iv) issue capital stock; (v) make investments; and (vi) conduct certain types of business.

 

Our ability to utilize the DIP Facility is subject to the DIP Order. Subject to the exceptions set forth in the DIP Order, the obligations of the U.S. Debtors under the DIP Facility are an allowed administrative expense claim in each of the loan parties’ Chapter 11 cases, and are secured by (i) a perfected first priority lien on, and security interest in, all present and after-acquired property of the U.S. Debtors not subject to a valid, perfected and non-avoidable lien in existence on the Petition Date or to a valid lien in existence on the Petition Date and subsequently perfected (excluding rights in avoidance actions), (ii) a perfected junior lien on, and security interest in, all present and after-acquired property of the U.S. Debtors that is otherwise subject to a valid, perfected and non-avoidable lien in existence on the Petition Date or a valid lien in existence on the Petition Date that is subsequently perfected and (iii) to the extent applicable, a perfected first priority priming lien on, and security interest in, all present and after-acquired property of the U.S. Debtors that is subject to the replacement liens granted pursuant to and under the Cash Collateral Order.

 

As of June 30, 2007, there was $4.0 billion outstanding under the term loan facility and no borrowings outstanding under the revolving credit facility, and $177 million of letters of credit issued against the revolving credit facility.

 

 

21

 


Index   Definitions

 

SCHEDULE I

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED BALANCE SHEET

(Unaudited)

(in millions)

June 30, 2007

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,234

 

$

170

 

$

 

$

1,404

 

Accounts receivable, net

 

 

37,764

 

 

2,527

 

 

(39,327

)

 

964

 

Inventories

 

 

117

 

 

27

 

 

 

 

144

 

Margin deposits and other prepaid expense

 

 

398

 

 

47

 

 

(13

)

 

432

 

Restricted cash, current

 

 

89

 

 

321

 

 

 

 

410

 

Current derivative assets

 

 

207

 

 

38

 

 

 

 

245

 

Assets held for sale

 

 

 

 

378

 

 

 

 

378

 

Other current assets

 

 

903

 

 

35

 

 

(882

)

 

56

 

Total current assets

 

 

40,712

 

 

3,543

 

 

(40,222

)

 

4,033

 

Property, plant and equipment, net

 

 

7,199

 

 

5,561

 

 

(1

)

 

12,759

 

Restricted cash, net of current portion

 

 

34

 

 

114

 

 

 

 

148

 

Investments

 

 

16,107

 

 

9,819

 

 

(25,664

)

 

262

 

Long-term derivative assets

 

 

287

 

 

71

 

 

 

 

358

 

Other assets

 

 

5,529

 

 

512

 

 

(5,035

)

 

1,006

 

Total assets

 

$

69,868

 

$

19,620

 

$

(70,922

)

$

18,566

 

LIABILITIES AND

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

793

 

$

1,617

 

$

(1,713

)

$

697

 

Accrued interest payable

 

 

401

 

 

91

 

 

(224

)

 

268

 

Debt, current

 

 

5,021

 

 

579

 

 

(723

)

 

4,877

 

Current derivative liabilities

 

 

247

 

 

44

 

 

 

 

291

 

Income taxes payable, current

 

 

36

 

 

 

 

 

 

36

 

Liabilities held for sale

 

 

 

 

312

 

 

 

 

312

 

Other current liabilities

 

 

275

 

 

91

 

 

(12

)

 

354

 

Total current liabilities

 

 

6,773

 

 

2,734

 

 

(2,672

)

 

6,835

 

Debt, net of current portion

 

 

4,918

 

 

4,441

 

 

(6,137

)

 

3,222

 

Deferred income taxes, net of current portion

 

 

284

 

 

318

 

 

 

 

602

 

Long-term derivative liabilities

 

 

405

 

 

84

 

 

 

 

489

 

Other long-term liabilities

 

 

231

 

 

55

 

 

(11

)

 

275

 

Total liabilities not subject to compromise

 

 

12,611

 

 

7,632

 

 

(8,820

)

 

11,423

 

Liabilities subject to compromise

 

 

51,889

 

 

1

 

 

(36,641

)

 

15,249

 

Minority interests

 

 

 

 

 

 

3

 

 

3

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

32

 

 

5

 

 

(36

)

 

1

 

Additional paid-in capital

 

 

30,957

 

 

10,836

 

 

(38,524

)

 

3,269

 

Accumulated equity (deficit)

 

 

(25,594

)

 

1,161

 

 

13,096

 

 

(11,337

)

Accumulated other comprehensive loss

 

 

(27

)

 

(15

)

 

 

 

(42

)

Total stockholders’ equity (deficit)

 

 

5,368

 

 

11,987

 

 

(25,464

)

 

(8,109

)

Total liabilities and stockholders’ equity (deficit)

 

$

69,868

 

$

19,620

 

$

(70,922

)

$

18,566

 

 

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

 

22

 


Index   Definitions

 

SCHEDULE II

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

(in millions)

For the Period from June 1, 2007 through June 30, 2007

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity and steam revenue

 

$

727

 

$

418

 

$

(606

)

$

539

 

Sales of purchased power and gas for hedging and optimization

 

 

542

 

 

 

 

(379

)

 

163

 

Mark-to-market activities, net

 

 

22

 

 

39

 

 

 

 

61

 

Other revenue

 

 

40

 

 

1

 

 

(30

)

 

11

 

Total revenue

 

 

1,331

 

 

458

 

 

(1,015

)

 

774

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Plant operating expense

 

 

662

 

 

35

 

 

(629

)

 

68

 

Purchased power and gas expense for hedging and optimization

 

 

94

 

 

35

 

 

(6

)

 

123

 

Fuel expense

 

 

637

 

 

111

 

 

(381

)

 

367

 

Depreciation and amortization expense

 

 

24

 

 

15

 

 

 

 

39

 

Operating plant impairments

 

 

 

 

 

 

 

 

 

Operating lease expense

 

 

4

 

 

 

 

 

 

4

 

Other cost of revenue

 

 

8

 

 

6

 

 

 

 

14

 

Total cost of revenue

 

 

1,429

 

 

202

 

 

(1,016

)

 

615

 

Gross profit (loss)

 

 

(98

)

 

256

 

 

1

 

 

159

 

Equipment, development project and other impairments

 

 

 

 

 

 

 

 

 

Sales, general and administrative expense

 

 

8

 

 

2

 

 

 

 

10

 

Other operating (income) expense

 

 

449

 

 

(58

)

 

(390

)

 

1

 

Income (loss) from operations

 

 

(555

)

 

312

 

 

391

 

 

148

 

Interest expense

 

 

61

 

 

34

 

 

(4

)

 

91

 

Interest (income)

 

 

(4

)

 

(2

)

 

4

 

 

(2

)

Minority interest (income)

 

 

 

 

(1

)

 

 

 

(1

)

Other (income) expense, net

 

 

1

 

 

(2

)

 

 

 

(1

)

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

 

 

(613

)

 

283

 

 

391

 

 

61

 

Reorganization items

 

 

73

 

 

3

 

 

 

 

76

 

Income (loss) before (benefit) for income taxes

 

 

(686

)

 

280

 

 

391

 

 

(15

)

(Benefit) for income taxes

 

 

(15

)

 

(1

)

 

 

 

(16

)

Net income (loss)

 

$

(671

)

$

281

 

$

391

 

$

1

 

 

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

 

23

 


Index   Definitions

 

SCHEDULE III

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

PAYROLL AND PAYROLL TAXES

(in millions)

For the Period from June 1, 2007 through June 30, 2007

 

 

 

Gross Wages Paid**

 

Employee Payroll

Taxes Withheld*

 

Employer Payroll

Taxes Remitted*

$24

 

$6

 

$2

 

 

*

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 June 1, 2007, June 8, 2007, June 15, 2007, June 22, 2007, and June 29, 2007.

 

24

 


Index   Definitions

 

SCHEDULE IV

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

FEDERAL, STATE AND LOCAL TAXES

COLLECTED, RECEIVED, DUE OR WITHHELD

(in millions)

For the Period from June 1, 2007, through June 30, 2007

 

 

 

 

 

Amount
Withheld/Accrued

 

Amount
Paid

 

Federal and state income taxes 

 

$

(15

)

$

 

State and local taxes:

 

 

 

 

 

 

 

Property

 

 

4

 

 

3

 

Sales and use

 

 

(4

)

 

2

 

Franchise

 

 

 

 

 

Other

 

 

 

 

 

Total state and local taxes

 

 

 

 

5

 

Total taxes

 

$

(15

)

$

5

 

 

 

25

 


Index   Definitions

 

SCHEDULE V

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

DISBURSEMENTS BY DEBTOR

For the Period from June 1, 2007, through June 30, 2007

(in dollars)

 

 

Legal Entity

Case Number

Disbursements

 

Amelia Energy Center, LP

05-60223-BRL

$

 

Anacapa Land Company, LLC

05-60226-BRL

 

913

 

Anderson Springs Energy Company

05-60232-BRL

 

 

Androscoggin Energy, Inc.

05-60239-BRL

 

 

Auburndale Peaker Energy Center, LLC

05-60244-BRL

 

151,428

 

Augusta Development Company, LLC

05-60248-BRL

 

 

Aviation Funding Corp.

05-60252-BRL

 

 

Baytown Energy Center, LP

05-60255-BRL

 

489,711

 

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

 

166,077

 

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

 

425,576

 

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

 

10,750

 

CalGen Project Equipment Finance Company Two, LLC

05-60262-BRL

 

 

Calpine Acadia Holdings, LLC

05-60265-BRL

 

 

Calpine Administrative Services Company, Inc.

05-60201-BRL

 

3,587,012

 

Calpine Agnews, Inc.

05-60268-BRL

 

 

Calpine Amelia Energy Center GP, LLC

05-60270-BRL

 

 

Calpine Amelia Energy Center LP, LLC

05-60272-BRL

 

 

Calpine Auburndale Holdings, LLC

05-60452-BRL

 

 

Calpine Baytown Energy Center GP, LLC

05-60453-BRL

 

 

Calpine Baytown Energy Center LP, LLC

05-60320-BRL

 

 

Calpine Bethpage 3 Pipeline Construction Company, Inc.

05-60330-BRL

 

 

Calpine Bethpage 3, LLC

05-60342-BRL

 

 

Calpine c*Power, Inc.

05-60250-BRL

 

 

Calpine CalGen Holdings, Inc.

05-60352-BRL

 

 

Calpine California Development Company, LLC

05-60355-BRL

 

 

Calpine California Energy Finance, LLC

05-60360-BRL

 

 

Calpine California Equipment Finance Company, LLC

05-60464-BRL

 

 

Calpine Calistoga Holdings, LLC

05-60377-BRL

 

 

 

 

26

 


Index   Definitions

 

 

Legal Entity

Case Number

Disbursements

 

Calpine Capital Trust

05-60325-BRL

 

 

Calpine Capital Trust II

05-60379-BRL

 

 

Calpine Capital Trust III

05-60384-BRL

 

 

Calpine Capital Trust IV

05-60391-BRL

 

 

Calpine Capital Trust V

05-60221-BRL

 

 

Calpine Central Texas GP, Inc.

05-60329-BRL

 

 

Calpine Central, Inc.

05-60333-BRL

 

 

Calpine Central, L.P.

05-60351-BRL

 

1,178,629

 

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

 

8,000

 

Calpine Construction Management Company, Inc.

05-60260-BRL

 

874,522

 

Calpine Corporation

05-60200-BRL

 

112,641,216

 

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

 

106,659

 

Calpine Energy Holdings, Inc.

05-60207-BRL

 

 

Calpine Energy Services Holdings, Inc.

05-60208-BRL

 

 

Calpine Energy Services, L.P.

05-60222-BRL

 

331,823,519

 

Calpine Finance Company

05-60204-BRL

 

 

Calpine Freestone Energy GP, LLC

05-60227-BRL

 

 

Calpine Freestone Energy, LP

05-60230-BRL

 

 

Calpine Freestone, LLC

05-60231-BRL

 

 

Calpine Fuels Corporation

05-60203-BRL

 

 

Calpine Gas Holdings LLC

05-60234-BRL

 

 

Calpine Generating Company, LLC

05-60237-BRL

 

1,304,054

 

Calpine Geysers Company, LP

06-10939-BRL

 

 

Calpine Gilroy 1, Inc.

05-60240-BRL

 

 

Calpine Gilroy 2, Inc.

05-60241-BRL

 

 

Calpine Gilroy Cogen, L.P.

05-60243-BRL

 

253,493

 

Calpine Global Services Company, Inc.

05-60246-BRL

 

7,541

 

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

 

210,110

 

Calpine Hidalgo Design, L.P.

06-10039-BRL

 

 

Calpine Hidalgo Energy Center, L.P.

06-10029-BRL

 

438,180

 

Calpine Hidalgo Holdings, Inc.

06-10027-BRL

 

 

Calpine Hidalgo Power GP, LLC

06-10030-BRL

 

 

Calpine Hidalgo Power, LP

06-10028-BRL

 

 

 

 

27

 


Index   Definitions

 

 

Legal Entity

Case Number

Disbursements

 

Calpine Hidalgo, Inc.

06-10026-BRL

 

 

Calpine International Holdings, Inc.

05-60205-BRL

 

 

Calpine International, LLC

05-60288-BRL

 

389,991

 

Calpine Investment Holdings, LLC

05-60289-BRL

 

 

Calpine Kennedy Airport, Inc.

05-60294-BRL

 

 

Calpine Kennedy Operators Inc.

05-60199-BRL

 

 

Calpine KIA, Inc.

05-60465-BRL

 

 

Calpine Leasing Inc.

05-60297-BRL

 

 

Calpine Long Island, Inc.

05-60298-BRL

 

 

Calpine Lost Pines Operations, Inc.

05-60314-BRL

 

 

Calpine Louisiana Pipeline Company

05-60328-BRL

 

 

Calpine Magic Valley Pipeline, Inc.

05-60331-BRL

 

 

Calpine Monterey Cogeneration, Inc.

05-60341-BRL

 

5,937

 

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

 

1,053,961

 

Calpine Operating Services Company, Inc.

05-60322-BRL

 

47,099,134

 

Calpine Operations Management Company, Inc.

05-60206-BRL

 

 

Calpine Pastoria Holdings, LLC

05-60302-BRL

 

 

Calpine Philadelphia, Inc.

05-60305-BRL

 

99,813

 

Calpine Pittsburg, LLC

05-60307-BRL

 

124,309

 

Calpine Power Company

05-60202-BRL

 

2,220

 

Calpine Power Equipment LP

05-60310-BRL

 

 

Calpine Power Management, Inc.

05-60319-BRL

 

 

Calpine Power Management, LP

05-60466-BRL

 

5,673

 

Calpine Power Services, Inc.

05-60323-BRL

 

298,874

 

Calpine Power, Inc.

05-60316-BRL

 

 

Calpine PowerAmerica, Inc.

05-60211-BRL

 

 

Calpine PowerAmerica, LP

05-60212-BRL

 

454,697

 

Calpine PowerAmerica-CA, LLC

05-60213-BRL

 

99,837

 

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

 

 

 

 

28

 


Index   Definitions

 

 

Legal Entity

Case Number

Disbursements

 

Calpine Producer Services, L.P.

05-60217-BRL

 

9,464,949

 

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

 

14,410

 

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

 

12,654

 

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

 

499,446

 

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

 

1,152,545

 

Channel Power GP, LLC

05-60276-BRL

 

 

Channel Power, LP

05-60277-BRL

 

 

Clear Lake Cogeneration Limited Partnership

05-60278-BRL

 

406,487

 

CogenAmerica Asia Inc.

05-60372-BRL

 

 

CogenAmerica Parlin Supply Corp.

05-60383-BRL

 

 

Columbia Energy LLC

05-60440-BRL

 

486,379

 

Corpus Christi Cogeneration L.P.

05-60441-BRL

 

1,265,957

 

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

 

51,145

 

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

 

 

 

 

29

 


Index   Definitions

 

 

Legal Entity

Case Number

Disbursements

 

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

 

394,882

 

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

 

79,548

 

CPN Telephone Flat, Inc.

05-60306-BRL

 

108,810

 

Decatur Energy Center, LLC

05-60313-BRL

 

1,863,684

 

Deer Park Power GP, LLC

05-60363-BRL

 

 

Deer Park Power, LP

05-60370-BRL

 

 

Delta Energy Center, LLC

05-60375-BRL

 

1,776,169

 

Dighton Power Associates Limited Partnership

05-60382-BRL

 

 

East Altamont Energy Center, LLC

05-60386-BRL

 

1,858

 

Fond du Lac Energy Center, LLC

05-60412-BRL

 

 

Fontana Energy Center, LLC

05-60335-BRL

 

 

Freestone Power Generation LP

05-60339-BRL

 

897,122

 

GEC Bethpage Inc.

05-60347-BRL

 

 

Geothermal Energy Partners, LTD., a California limited partnership

05-60477-BRL

 

 

Geysers Power Company II, LLC

05-60358-BRL

 

 

Geysers Power Company, LLC

06-10197-BRL

 

6,317,988

 

Geysers Power I Company

05-60389-BRL

 

 

Goldendale Energy Center, LLC

05-60390-BRL

 

257,615

 

Hammond Energy LLC

05-60393-BRL

 

 

Hillabee Energy Center, LLC

05-60394-BRL

 

72,231

 

Idlewild Fuel Management Corp.

05-60397-BRL

 

 

JMC Bethpage, Inc.

05-60362-BRL

 

 

KIAC Partners

05-60366-BRL

 

4,969,599

 

Lake Wales Energy Center, LLC

05-60369-BRL

 

 

Lawrence Energy Center, LLC

05-60371-BRL

 

 

Lone Oak Energy Center, LLC

05-60403-BRL

 

 

Los Esteros Critical Energy Facility, LLC

05-60404-BRL

 

408,860

 

Los Medanos Energy Center LLC

05-60405-BRL

 

802,733

 

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

 

654

 

MEP Pleasant Hill, LLC

05-60334-BRL

 

34,880

 

Moapa Energy Center, LLC

05-60337-BRL

 

580

 

Mobile Energy L L C

05-60344-BRL

 

164,949

 

Modoc Power, Inc.

05-60346-BRL

 

 

Morgan Energy Center, LLC

05-60353-BRL

 

1,744,764

 

Mount Hoffman Geothermal Company, L.P.

05-60361-BRL

 

 

Mt. Vernon Energy LLC

05-60376-BRL

 

 

NewSouth Energy LLC

05-60381-BRL

 

 

 

 

30

 


Index   Definitions

 

 

Legal Entity

Case Number

Disbursements

 

Nissequogue Cogen Partners

05-60388-BRL

 

673,336

 

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

 

16,682

 

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

05-60374-BRL

 

1,553,263

 

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

 

2,012,065

 

Philadelphia Biogas Supply, Inc.

05-60421-BRL

 

 

Phipps Bend Energy Center, LLC

05-60395-BRL

 

 

Pine Bluff Energy, LLC

05-60396-BRL

 

476,323

 

Power Investors, L.L.C.

05-60398-BRL

 

 

Power Systems MFG., LLC

05-60399-BRL

 

124,625

 

Quintana Canada Holdings, LLC

05-60400-BRL

 

 

RockGen Energy LLC

05-60401-BRL

 

1,523,644

 

Rumford Power Associates Limited Partnership

05-60467-BRL

 

364

 

Russell City Energy Center, LLC

05-60411-BRL

 

3,648

 

San Joaquin Valley Energy Center, LLC

05-60413-BRL

 

43,447

 

Silverado Geothermal Resources, Inc.

06-10198-BRL

 

110,790

 

Skipanon Natural Gas, LLC

05-60415-BRL

 

 

South Point Energy Center, LLC

05-60417-BRL

 

921,647

 

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

 

86,077

 

Texas City Cogeneration, L.P.

05-60434-BRL

 

778,388

 

Texas Cogeneration Company

05-60435-BRL

 

 

Texas Cogeneration Five, Inc.

05-60436-BRL

 

 

Texas Cogeneration One Company

05-60437-BRL

 

 

Thermal Power Company

05-60438-BRL

 

 

Thomassen Turbine Systems America, Inc.

05-60354-BRL

 

 

Tiverton Power Associates Limited Partnership

05-60357-BRL

 

 

Towantic Energy, L.L.C.

05-60364-BRL

 

1,092

 

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

 

276,346

 

 

 

 

 

 

Total

 

$

545,164,471

 

 

 

31

 


Index   Definitions

 

SCHEDULE VI

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

DEBTORS’ STATEMENT REGARDING INSURANCE POLICIES

For the Period from June 1, 2007, through June 30, 2007

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

 

32

 


Index   Definitions

 

SCHEDULE VII

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions)

For the Three and Six Months Ended June 30, 2007

 

 

 

 

Three Months
Ended
June 30, 2007

 

Six Months
Ended
June 30, 2007

 

Revenue:

 

 

 

 

 

 

 

Electricity and steam revenue

 

$

1,447

 

$

2,722

 

Sales of purchased power and gas for hedging and optimization

 

 

449

 

 

817

 

Mark-to-market activities, net

 

 

63

 

 

3

 

Other revenue

 

 

16

 

 

48

 

Total revenue

 

 

1,975

 

 

3,590

 

Cost of revenue:

 

 

 

 

 

 

 

Plant operating expense

 

 

211

 

 

379

 

Purchased power and gas expense for hedging and optimization

 

 

353

 

 

676

 

Fuel expense

 

 

990

 

 

1,875

 

Depreciation and amortization expense

 

 

118

 

 

236

 

Operating plant impairments

 

 

 

 

 

Operating lease expense

 

 

13

 

 

24

 

Other cost of revenue

 

 

37

 

 

80

 

Total cost of revenue

 

 

1,722

 

 

3,270

 

Gross profit

 

 

253

 

 

320

 

Equipment, development project and other impairments

 

 

 

 

2

 

Sales, general and administrative expense

 

 

39

 

 

79

 

Other operating expense

 

 

3

 

 

10

 

Income from operations

 

 

211

 

 

229

 

Interest expense

 

 

275

 

 

574

 

Interest (income)

 

 

(17

)

 

(34

)

Minority interest (income)

 

 

(3

)

 

(1

)

Other (income) expense, net

 

 

(6

)

 

(7

)

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

 

 

(38

)

 

(303

)

Reorganization items

 

 

469

 

 

574

 

Loss before provision (benefit) for income taxes

 

 

(507

)

 

(877

)

Provision (benefit) for income taxes

 

 

(7

)

 

82

 

Net loss

 

$

(500

)

$

(959

)

 

 

33

 


Index   Definitions

 

SCHEDULE VIII

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

(in millions)

For the Six Months Ended June 30, 2007

 

 

Cash flows from operating activities:

 

 

 

 

Net loss

 

$

(959

)

Adjustments to reconcile net loss to net cash (used in) operating activities:

 

 

 

 

Depreciation and amortization(1)

 

 

284

 

Impairment charges

 

 

2

 

Deferred income taxes, net

 

 

82

 

Loss on sale of assets, excluding reorganization items

 

 

10

 

Foreign currency transaction (gain)

 

 

(6

)

Mark-to-market activities, net

 

 

(3

)

Non-cash derivative activities

 

 

2

 

Non-cash reorganization items

 

 

497

 

Other

 

 

(6

)

Change in operating assets and liabilities, net of effects of acquisitions:

 

 

 

 

Accounts receivable

 

 

(232

)

Other assets

 

 

(147

)

Accounts payable, liabilities subject to compromise and accrued expenses

 

 

319

 

Other liabilities

 

 

(18

)

Net cash (used in) operating activities

 

 

(175

)

Cash flows from investing activities:

 

 

 

 

Purchases of property, plant and equipment

 

 

(128

)

Disposals of property, plant and equipment

 

 

15

 

Disposals of investments, turbines and power plants

 

 

398

 

Advances to joint ventures

 

 

(68

)

Return of investment in joint ventures

 

 

92

 

Cash flows from derivatives not designated as hedges

 

 

(9

)

Decrease in restricted cash

 

 

60

 

Cash effect of deconsolidation of OMEC

 

 

(29

)

Other

 

 

3

 

Net cash provided by (used in) investing activities

 

 

334

 

 

 

34

 


Index   Definitions

 

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS — (Continued)

(Unaudited)

(in millions)

 

 

Cash flows from financing activities:

 

 

 

 

Repayments of notes payable and lines of credit

 

$

(89

)

Borrowings from project financing

 

 

15

 

Repayments of project financing

 

 

(69

)

Repayments on CalGen Secured Debt

 

 

(224

)

DIP Facility borrowings

 

 

614

 

Repayments of DIP Facility

 

 

(18

)

Redemptions of preferred interests

 

 

(4

)

Financing costs

 

 

(60

)

Other

 

 

3

 

Net cash provided by financing activities

 

 

168

 

Net increase in cash and cash equivalents

 

 

327

 

Cash and cash equivalents, beginning of period

 

 

1,077

 

Cash and cash equivalents, end of period

 

$

1,404

 

Cash paid (received) during the period for:

 

 

 

 

Interest, net of amounts capitalized

 

$

585

 

Income taxes

 

$

1

 

Reorganization items included in operating activities, net of cash received

 

$

65

 

Reorganization items included in investing activities, net of cash received

 

$

(250

)

Reorganization items included in financing activities, net of cash received

 

$

52

 

__________

(1)

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

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

DIP Facility borrowings used to extinguish the Original DIP Facility principal ($989), CalGen Secured Debt principal ($2,309), and operating liabilities ($88)

 

$

3,386

 

Project financing ($159) and operating liabilities ($33) extinguished with sale of Aries Power Plant

 

$

192

 

Fair value of loaned common stock returned

 

$

123

 

Letter of credit draws under the CalGen Secured Debt used for operating activities

 

$

16

 

Fair value of Metcalf cooperation agreement, with offsets to notes payable ($6) and operating liabilities ($6)

 

$

12

 

 

 

 

35