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4.8.2003: Meldung: Calpine Power Income Fund 2nd Quarter Results
Power Income Fund today announced its results for the quarter ending June 30, 2003.
Based on financial results this past quarter, the Calpine Power Income Fund declared over $12 million of distributable cash, $0.2355 per Trust Unit.
"The exceptional performance of our plants over this last quarter demonstrates the expertise of our operations teams and validates the excellent quality of the Fund""s generating assets," said Rohn Crabtree, President and CEO of Calpine Canada Power Ltd., Manager of the Calpine Power Income Fund. "Performance to date illustrates how this Fund provides our unitholders with a stable and growing investment opportunity."
MANAGEMENT""S DISCUSSION AND ANALYSIS
The following discussion and analysis as provided by Management should be read in conjunction with the accompanying unaudited consolidated financial statements of Calpine Power Income Fund (the "Fund") and Calpine Power, L.P. (the "Partnership") for the quarter ended June 30, 2003 (the "Quarter") and the notes thereto as well as the audited consolidated financial statements and the related management discussion and analysis (the "Annual MD&A") contained in the 2002 Annual Report. The risk factors discussed in the Annual MD&A have remained substantially unchanged unless indicated otherwise. All dollar amounts are shown in Canadian dollars unless otherwise specified.
The Fund began operations on August 29, 2002. The commentary that follows describes the Fund""s performance for the three and six months ended June 30, 2003. Management""s expectations for the period in relation to the 2003 fiscal year forecast are included in the Fund""s February 4, 2003 Prospectus.
SECOND QUARTER HIGHLIGHTS -- All three plants achieved strong operating results in the quarter, operating above forecasted availability. -- This quarter includes the first full quarter of operations for the Calgary Energy Facility. For the three months ended June 30, 2003, the Calgary Energy Facility operated at 97% availability and generated 136,400 MWh. -- For the three months ended June 30, 2003, the Island Cogen Facility operated at 97% availability and generated 440,849 MWh. -- For the three months ended June 30, 2003, the Whitby Cogen Facility operated at 97% availability. -- In early July, the natural gas sales agreement and transportation agreements for the Whitby Cogen Facility were assigned to an investment-grade counterparty creating greater certainty with respect to pricing of natural gas supply for the Whitby plant through 2011. While this contract assignment does not have an immediate impact on the Fund as a result of the Whitby Loan, it does provide further indication of the security of the cash flows underlying the Whitby Loan. -- The Fund continued to pay cash distributions on a monthly basis at $0.0785 per Trust Unit per month.
The Fund is an unincorporated open-ended trust established under the laws of Alberta. The Fund indirectly owns interests in the Island Cogen Facility located in British Columbia and in the Calgary Energy Facility located in Alberta ("the Facilities"). The Fund also indirectly owns an economic interest in the Whitby Cogen Facility located in Ontario through a participating loan (the "Whitby Loan") that mirrors the cash flow from the facility. These three facilities are modern and environmentally preferred, powered by high- efficiency natural gas-fired turbines and all of the facilities have long-term energy sales agreements. The Fund and the Partnership are administered and managed by the Manager, Calpine Canada Power Ltd., an indirect wholly-owned subsidiary of Calpine Corporation ("Calpine").
RESULTS OF OPERATIONS
The Fund reported net earnings of $12.9 million and $16.8 million for the three and six months ended June 30, 2003, respectively. This amounts to $0.2479 and $0.3229 per Trust Unit for the three and six month periods ended June 30, 2003, primarily representing the Fund""s 70% share of the Partnership""s net earnings for the periods. Management and administrative expenses were $338 thousand and $776 thousand for the three and six month periods ended June 30, 2003, including $38 thousand and $77 thousand for the three and six month periods for fees payable to the Manager to manage and administer the Fund, in accordance with applicable agreements.
The Partnership reported cash flow from operating activities of $28.8 million for the three months ended June 30, 2003, and $30.9 million for the six month period ended June 30, 2003. Net earnings were $18.9 million and $25.1 million, respectively, for the three and six month periods ended June 30, 2003. Revenues were $28.3 million and $38.9 million for the three and six month periods ended June 30, 2003. Revenues were comprised of Island Cogen Facility electricity generation revenue of $10.8 million for the three months ended and $18.8 million for the six months ended June 30, 2003. Electricity generation revenues at the Calgary Energy Facility were $12.6 million for the three and six month periods ended June 30, 2003 due to the commencement of commercial operation at the Calgary Energy Facility on March 31, 2003.
Revenues also include $3.7 million for the three months ended and $5.0 million for the six months ended June 30, 2003 from steam generation in relation to the Island Cogen Facility, and interest of $1.3 million for the three months ended and $2.4 million for the six months ended June 30, 2003 earned on the Whitby Loan and other cash balances.
Under the Island Cogeneration Facility Construction Contract with Alstom Canada Inc. ("Alstom"), there exist certain performance guarantees regarding plant availability during the first six years of operation. As a result of an extended maintenance period and plant shutdown in the first quarter of 2003, the actual plant availability for the first year of operations was below the guaranteed availability. Due to this guarantee, Alstom was contractually obligated to pay liquidating damages of $5.0 million, which the Partnership received in May 2003 and which were included as electricity and thermal revenue in the first quarter of 2003. The Island Cogen Facility resumed operations March 28, 2003. Operating and maintenance expense attributable to the Island Cogen Facility was $2.5 million for the three months ended and $4.9 million for the six months ended and depreciation expense was $3.4 million for the three months ended and $5.3 million for the six months ended June 30, 2003. Operating and maintenance expense and depreciation expense attributable to the Calgary Energy Center for the second quarter were $1.4 million and $2.1 million, respectively.
The 225 MW Island Cogen Facility is a combined cycle cogeneration plant located at Duncan Bay, near Campbell River, on Vancouver Island, British Columbia. The Island Cogen Facility operated at 98% and 67% availability and generated 440,849 MWh and 589,048 MWh for the three and six months ended June 30, 2003, respectively.
Electricity revenue is also recognized pursuant to the Maintenance Agreement, under which Alstom provides capital and operating expense services to the Partnership. As a result, electricity revenues of $2.3 million and $3.4 million, operating expenses of $0.8 million and $1.1 million and maintenance capital of $1.5 million and $2.3 million have been recognized in the consolidated financial statements of the Partnership for the three and six month periods ended June 30, 2003, respectively.
Steam produced at the Island Cogen Facility is sold to Norske Skog Canada Limited, a global supplier of newsprint and magazine printing papers. For the three and six month periods ended June 30, 2003, the Island Cogen Facility produced 546,101 GJ and 731,177 GJ of steam resulting in revenue of $3.7 million and $5.0 million, respectively.
The Calgary Energy Facility declared its Commercial Operations Date ("COD") on March 31, 2003. As a result, recognition of operations of the Calgary Energy Facility commenced during the Second Quarter. The Calgary Energy Facility is a natural gas-fired combined cycle plant located in Calgary, Alberta. The Calgary Energy Facility has a capacity of 300 MW, consisting of 250 MW of base capacity plus 50 MW of peaking capacity. For the three months ended June 30, 2003, the Calgary Energy Facility operated at 97% availability and generated 136,400 MWh.
LIQUIDITY AND CAPITAL RESOURCES
Capital expenditures relating to the Calgary Energy Facility for the three and six month periods ended June 30, 2003, were $5.5 million and $21.2 million, respectively. A cash reserve of $111 million was established in the Partnership on August 29, 2002 to cover the construction costs to complete the Calgary Energy Facility. As at June 30, 2003, the remaining construction reserve balance was $30.6 million (December 31, 2002 -- $66.7 million). This amount has been set aside to reimburse expenditures incurred by the Manager (see "Cash Reserves"). The remaining funds in the construction reserve account will be used to cover certain non-material outstanding items, referred to as the "punch-list." Typically, many of these items are not completed until future planned plant outages occur. Additionally, a portion of the reserve account represents "hold-backs" against specific warranty claims with project vendors. This "punch-list," and the associated expenditure of funds in the remaining reserve account, will continue to be managed to completion by the Manager. Reimbursements to the Manager will occur as they become duly authorized by one of the independent trustees of Calpine Commercial Trust ("CCT") and after receipt of confirmation from a firm of independent engineers that the expenditures were properly incurred.
The Fund had no long-term debt or credit facility as at June 30, 2003. The Fund anticipates obtaining a credit facility for working capital requirements in 2003. Current working capital requirements are funded through cash flows from the Partnership.
Distributable Cash and Distributions
Distributable Cash generated by the Fund totaled $12.2 million or $0.2355 per Trust Unit for the three months ended June 30, 2003 and $24.5 million or $0.4710 per Trust Unit for the six months ended June 30, 2003. The Fund pays monthly cash distributions to Unitholders on or about the 20th day of each month following the record date. One hundred percent of Distributable Cash of the Fund is distributed in respect of each year.
The Fund, as the holder of Class A Priority Units in the Partnership, must be paid before Calpine receives distributions on its Class B Subordinated Units. The Class B Subordinated Units represent a 30% economic interest in the Facilities and their entitlement to distributions is subordinated to that of Class A Priority Unitholders until 2022. The initial annual distribution level of $0.935 per Class A Priority Unit set the target distribution level. This target distribution increases annually by 1%, resulting in a targeted per Trust Unit distribution of $0.938 per Trust Unit for calendar year 2003. Any excess cash above the target is split equally between the Partnership Class A Priority Units and Class B Subordinated Units, after deducting the management incentive fee. The management incentive fee is equal to 20% of the excess cash.
Under the Calgary Energy Tolling Agreement, as pre-payment for the provision of future tolling services of the Calgary Energy Facility, Calpine Energy Services Canada Partnership ("CESCP"), a wholly-owned partnership of Calpine, had been required to pay to the Calgary Energy Centre Limited Partnership a monthly amount equivalent to the fixed charge component of the monthly tolling fee until COD of the Calgary Energy Facility. Payments under this agreement for the six months ended June 30, 2003, totaled $9.5 million and were recorded as Distributable Cash. As a result of the Calgary Energy Facility declaring COD on March 31, 2003, no further payments will be received pursuant to this pre-tolling arrangement, and the tolling agreement is now in effect. The Calgary Energy Tolling Agreement is a 20 year contract, similar in terms to the Island Electricity Purchase Agreement and under which CESCP is required to deliver all fuel required to operate the facility and is, in turn, obligated to pay for all electricity generated or deemed to have been made available.
The Fund declared a cash distribution of $4.1 million or $0.0785 per Trust Unit for the period from June 1 to June 30, 2003. The cash distribution was paid July 21, 2003, to Unitholders of record on June 30, 2003. The Fund also declared a cash distribution of $4.1 million or $0.0785 per Trust Unit for the period July 1 to July 31, 2003. This cash distribution will be paid on August 20, 2003 to Unitholders of record on July 31, 2003.
Tax Treatment of Distributions
For Canadian tax purposes, the taxable amount of distributions to the Fund""s Unitholders in 2002 was 1.89%. The remaining amount of the distributions reduced the adjusted cost base on the Trust Units, thereby providing a significant tax deferral for the Unitholders. The tax deferral arose primarily due to the ability of the Partnership to shelter its taxable income with capital cost allowance claims on the Facilities. As a result, distributions from the Partnership to the Fund were a return of capital rather than an allocation of income. Distributions in 2003 are expected to have similar characteristics to those in 2002, with taxable distributions estimated to be less than 5%. Any Fund acquisitions could serve to extend or reduce the tax-deferred horizon. The Fund recommends that Unitholders consult their tax advisors regarding the tax implications of their investment in Trust Units.
Cash Reserves
Several cash reserves were established in the Partnership to fund significant expenditures and limit potential business risks of the Partnership. A cash reserve of $111 million was established in a segregated account of the Partnership at August 29, 2002 to meet the remaining construction costs of the Calgary Energy Facility. This amount is used to reimburse expenditures incurred by the Manager in connection with the completion of the Calgary Energy Facility. Payments from this segregated account must be authorized by one of the independent trustees of Calpine Commercial Trust (the "Independent CCT Trustees"), after receipt of confirmation from a firm of independent engineers, appointed by the Independent CCT Trustees, that the expenditures were properly incurred by the Manager.
In the event the construction is completed for less than the amount reserved, the unused balance will be paid to the Manager as a special one-time distribution on its Class B Subordinated Units. If the construction completion costs exceed the amount reserved, the Manager will be responsible for such excess costs. During the three and six months ended June 30, 2003 the cash reserve was reduced by $9.9 million and $36.1 million respectively, with a remaining construction reserve of $30.6 million. Management believes that the remaining construction reserve is sufficient to fully cover any remaining outstanding construction completion costs.
An unsegregated cash reserve of $7.7 million was also established to partially fund future maintenance costs.
FORECASTS
Forecasts of the Fund and Partnership for the calendar year ending December 31, 2003 were prepared and included in the secondary offering prospectus. The financial results of the Fund and the Partnership for the three months ended June 30, 2003, compare favorably to these forecasts and no significant changes have occurred.
OUTLOOK
The Fund is focused on growing distributions to Unitholders by optimizing the operations of its plants and by pursuing accretive acquisitions. Consistent with the disclosure in the secondary offering prospectus, distributable Cash of the Partnership in 2003 is forecasted to be $70.2 million of which $49.3 million or $0.9478 per Trust Unit is forecasted to be distributed to the Class A Priority Unitholder and $20.9 million to the Class B Subordinated Units.
FORWARD-LOOKING INFORMATION
Certain information in this Management""s Discussion and Analysis is forward-looking and subject to risks and uncertainties. The results or events predicted in this information may differ from actual results or events. Factors which could cause actual results or events to differ materially from current expectations include, among other things, the ability of the Fund and Partnership to successfully implement the Fund""s strategic initiatives and whether such strategic initiatives will yield the expected benefits, the availability and price of energy commodities, regulatory decisions, competitive factors in the power industry, and the prevailing economic conditions in North America. The Fund and the Partnership each disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Calpine Power Income Fund
Calpine Power Income Fund is an unincorporated open-ended trust that invests in electrical power assets. The Fund indirectly owns interests in two power plants in British Columbia and Alberta and has a loan interest in a power plant in Ontario. The Fund is managed by Calpine Canada Power Ltd., which is headquartered in Calgary, Alberta.
The Calpine Power Income Fund units are listed on the Toronto Stock Exchange under the symbol CF.UN. The Fund also has warrants that trade under the symbol CF.WT.
The audited financial statements of the Fund and the Partnership, the Management Discussion and Analysis and Notes to the financial statements can also be accessed on the Fund""s website at http://www.calpinepif.com/ and on http://www.sedar.com/.
CALPINE POWER INCOME FUND CONSOLIDATED BALANCE SHEETS (thousands) As at As at June 30, December 31, 2003 2002 (unaudited) (audited) ASSETS Current Assets Cash and Cash Equivalents $124 $10 Distributions Receivable 4,095 5,369 Accounts Receivable 36 -- -------- -------- 4,255 5,379 Investment in Calpine Power, L.P. (Note 2) 489,563 496,567 -------- -------- $493,818 $501,946 -------- -------- LIABILITIES AND UNITHOLDERS"" EQUITY Current Liabilities Accounts Payable $916 $483 Distributions Payable 4,082 4,940 -------- -------- 4,998 5,423 Unitholders"" Equity (Note 3) 488,820 496,523 -------- -------- $493,818 $501,946 -------- -------- See accompanying notes to the consolidated financial statements CALPINE POWER INCOME FUND CONSOLIDATED STATEMENTS OF EARNINGS AND UNITHOLDERS"" EQUITY (thousands, except for per Trust Unit amounts) Three Months Six Months Ended Ended June 30, 2003 June 30, 2003 (unaudited) (unaudited) REVENUES Equity earnings from Calpine Power, L.P. $13,231 $17,565 EXPENSES Management and administrative 338 776 -------- -------- NET EARNINGS 12,893 16,789 UNITHOLDERS"" EQUITY, BEGINNING OF PERIOD 488,173 496,523 Distributions (12,246) (24,492) -------- -------- UNITHOLDERS"" EQUITY, END OF PERIOD $488,820 $488,820 -------- -------- Net earnings per Trust Unit (Note 3) $0.2479 $0.3229 -------- -------- Distributable Cash and Distributable Cash Per Trust Unit - See Note 4 See accompanying notes to the consolidated financial statements CALPINE POWER INCOME FUND CONSOLIDATED STATEMENTS OF CASH FLOWS (thousands) Three months Six months ended ended June 30, 2003 June 30, 2003 (unaudited) (unaudited) OPERATING ACTIVITIES Net earnings $12,893 $16,789 Adjustment for non-cash item: Equity earnings from Calpine Power, L.P. (13,231) (17,565) Distributions received from Calpine Power, L.P. 12,271 25,843 Change in non-cash working capital 412 397 -------- -------- Net cash provided by operating activities 12,345 25,464 -------- -------- INVESTING ACTIVITIES Net cash used in investing activities -- -- -------- -------- FINANCING ACTIVITIES Distributions paid (12,246) (25,350) -------- -------- Net cash used in financing activities (12,246) (25,350) -------- -------- INCREASE IN CASH AND CASH EQUIVALENTS $99 $114 Cash and Cash Equivalents, beginning of period 25 10 -------- -------- Cash and Cash Equivalents, end of period $124 $124 -------- -------- Represented by: Cash and Cash Equivalents at June 30, 2003 $124 $124 -------- -------- See accompanying notes to the consolidated financial statements CALPINE POWER INCOME FUND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2003
(Tabular amounts are in thousands except for Trust Units and per Trust Unit
amounts) (unaudited) 1. SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements of the Calpine Power Income Fund (the "Fund") have been prepared by Calpine Canada Power Ltd. (the "Manager" or "Calpine") in accordance with Canadian generally accepted accounting principles. The accounting policies applied are consistent with those outlined in the Fund""s annual financial statements for the period ended December 31, 2002. These consolidated financial statements for the six months ended June 30, 2003 do not include all disclosures required in the annual financial statements and should be read in conjunction with the annual financial statements included in the Fund""s 2002 Annual Report. The Fund commenced operations on August 29, 2002 and, accordingly, no comparative financial information has been presented. 2. INVESTMENT IN CALPINE POWER, L.P. Amount As at December 31, 2002 $496,567 Equity earnings from Calpine Power, L.P. 17,565 Distributions received and receivable from Calpine Power, L.P. (24,569) -------- As at June 30, 2003 $489,563 -------- 3. UNITHOLDERS"" EQUITY On February 13, 2003, the Fund and Calpine Canada Power Holdings Ltd. ("CPHL") completed a secondary offering of 17,034,234 Warranted Units of the Calpine Power Income Fund for gross proceeds of $153.3 million to CPHL. Each Warranted Unit consists of one Trust Unit and one-half of one Trust Unit purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one Trust Unit at a price of $9.00 at any time prior to December 31, 2003, after which time the Warrant will be null and void. Assuming the exercise in full of the Warrants, Calpine Corporation will not own or control any of the outstanding Trust Units. However, Calpine Corporation will retain its 30% subordinated interest through its ownership of Class B Subordinated Units of Calpine Power, L.P. and will continue to operate and manage the Calpine Power Income Fund and the Fund assets. On closing of the Secondary Offering, CPHL sold 17,034,234 Trust Units as part of the Warranted Units, and sold 8,517,118 Trust Units to the Fund. The Fund issued an interest bearing promissory note (the "Fund Promissory Note") to CPHL in consideration for the Trust Units purchased by the Fund. The Fund cancelled the Trust Units it purchased, and will, prior to December 31, 2003, issue up to 8,517,117 Trust Units to satisfy its obligations in respect of Warrants and apply the exercise proceeds to repay any outstanding amount under the Fund Promissory Note. If any Warrants are not exercised prior to December 31, 2003, they will be null and void and the Fund will repay any outstanding amount of the Fund Promissory Note by issuing Trust Units to CPHL. Number of Units Amount TRUST UNITS As at December 31, 2002 52,001,352 $496,523 Net earnings 16,789 Distributions declared (24,492) Trust Units purchased and cancelled (8,517,118) (78,357) Trust Units issued on exercise of Warrants 3,739,122 34,400 -------- -------- As at June 30, 2003 47,223,356 $444,863 -------- -------- WARRANTS Issued on Trust Units purchased and cancelled 8,517,117 $1,703 Exercise of Warrants (3,739,122) (748) -------- -------- As at June 30, 2003 4,777,995 $955 -------- -------- PROMISSORY NOTE Issued on Trust Units purchased and cancelled 78,357 Repayment on issue of Warrants (1,703) Repayment on exercise of Warrants (33,652) -------- As at June 30, 2003 $43,002 -------- TOTAL UNITHOLDERS"" EQUITY $488,820 -------- The Fund Trust Indenture provides that an unlimited number of Trust Units may be authorized and issued. Each Trust Unit is transferable, carries the right to one vote and represents an equal undivided beneficial interest in any distributions from the Fund and in the net assets of the Fund in the event of termination or winding-up of the Fund. All Trust Units are of the same class with equal rights and privileges. Net earnings and Distributable Cash per Trust Unit have been calculated based on a weighted average of 52,001,351 Trust Units outstanding for the period, consisting of 47,223,356 Trust Units outstanding and after giving effect to the exercise of the 4,777,995 outstanding Warrants. There are no other dilutive elements. 4. DISTRIBUTABLE CASH Distributable Cash is not a measure under Canadian generally accepted accounting principles and there is no standardized measure of Distributable Cash. Distributable Cash, as presented, may not be comparable to similar measures presented by other limited partnerships or income funds. Distributable Cash for the six months ended June 30, 2003 includes interest of $2.9 million under the Promissory Note, which is equal to the cash distributions that would have otherwise been payable had the Warrants been fully exercised. Three months Six months ended ended June 30, 2003 June 30, 2003 NET EARNINGS $12,893 $16,789 Add: Distributions received and receivable from Calpine Power, L.P. 12,284 24,569 Working capital 300 699 Less: Equity earnings from Calpine Power, L.P. (13,231) (17,565) -------- -------- DISTRIBUTABLE CASH $12,246 $24,492 -------- -------- Distributable Cash per Trust Unit $0.2355 $0.4710 -------- -------- 5. RELATED PARTY TRANSACTIONS As at June 30, 2003, the Fund had the following balances receivable from (payable to) related parties in the normal course of business: Amount Distributions Receivable from Calpine Power, L.P. $4,095 Distributions Payable to Calpine Canada Power Holdings Ltd. (375) Accounts Payable to Calpine Power, L.P. (614) Accounts Payable to Calpine (120) Accounts Payable to Calpine Canada Power Holdings Ltd. (82) During the six month period ended June 30, 2003, the total amount of $64 thousand was paid to the Manager for administrative fees under the administration and management agreements. The balances disclosed above do not include amounts owing with respect to the Promissory Note as disclosed in Note 3. 6. SUBSEQUENT EVENTS On July 17, 2003, the Fund announced cash distributions for July 2003 had been set at $0.0785 per Trust Unit. The cash distribution for this period will be paid on August 20, 2003 to Unitholders of record on July 31, 2003. CALPINE POWER, L.P. CONSOLIDATED BALANCE SHEETS (thousands) As at As at June 30, December 31, 2003 2002 (unaudited) (audited) ASSETS Current Assets Cash and Cash Equivalents $18,432 $14,587 Restricted Cash (Note 2) 30,593 83,873 Accounts Receivable 9,768 4,750 Interest Receivable -- Whitby Loan (Note 3) 576 1,112 Prepaids 653 513 -------- -------- 60,022 104,835 -------- -------- Deferred Charge -- Calgary Energy Tolling Agreement (Note 4) -- 14,789 Loan to Calpine Canada Whitby Holdings Company (Note 3) 37,969 35,790 Capital Assets (Note 5) 599,857 578,183 -------- -------- $697,848 $733,597 -------- -------- LIABILITIES AND PARTNERS"" EQUITY Current Liabilities Accounts Payable -- Trade $2,764 $799 -- Accrued Capital 9,859 23,237 -- Other 8,293 5,124 Distributions Payable 7,594 7,977 Deposits Payable (Note 2) -- 17,152 -------- -------- 28,510 54,289 Partners"" Equity (Note 6) 669,338 679,308 -------- -------- $697,848 $733,597 -------- -------- See accompanying notes to the consolidated financial statements CALPINE POWER, L.P. CONSOLIDATED STATEMENTS OF EARNINGS AND PARTNERS"" EQUITY (thousands, except for per Unit amounts) Three months Six months ended ended June 30, 2003 June 30, 2003 (unaudited) (unaudited) REVENUES Electricity and thermal (Note 7) $27,078 $36,463 Interest -- Whitby 843 1,643 -- Other 411 767 -------- -------- 28,332 38,873 -------- -------- EXPENSES Operating and maintenance 3,881 6,323 Depreciation 5,532 7,431 General and administrative 18 26 -------- -------- 9,431 13,780 -------- -------- NET EARNINGS 18,901 25,093 PARTNERS"" EQUITY, BEGINNING OF PERIOD 673,215 679,308 Distributions (22,778) (35,063) -------- -------- PARTNERS"" EQUITY, END OF PERIOD $669,338 $669,338 -------- -------- Net earnings per Unit (Note 6): Class A Priority Unit $0.2544 $0.3378 -------- -------- Class B Subordinated Unit $0.2544 $0.3378 -------- -------- Distributable Cash and Distributable Cash per Unit -- see Note 8 See accompanying notes to the consolidated financial statements CALPINE POWER, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (thousands) Three months Six months ended ended June 30, 2003 June 30, 2003 (unaudited) (unaudited) OPERATING ACTIVITIES Net earnings $18,901 $25,093 Adjustment for non-cash item: Depreciation 5,532 7,431 -------- -------- 24,433 32,524 Change in non-cash working capital 4,358 (1,667) -------- -------- Net cash provided by operating activities 28,791 30,857 -------- -------- INVESTING ACTIVITIES Capital expenditures (7,082) (23,864) Receipts under Calgary Energy Tolling Agreement -- 9,548 Change in non-cash working capital (11,218) (13,378) -------- -------- Net cash used in investing activities (18,300) (27,694) -------- -------- FINANCING ACTIVITIES Distributions paid (19,266) (35,446) Security deposit returned (Note 2) (17,269) (17,269) Change in non-cash working capital -- 117 -------- -------- Net cash used in financing activities (36,535) (52,598) -------- -------- DECREASE IN CASH AND CASH EQUIVALENTS $(26,044) $(49,435) Cash and Cash Equivalents, beginning of period 75,069 98,460 -------- -------- Cash and Cash Equivalents, end of period $49,025 $49,025 -------- -------- Represented by: Cash and Cash Equivalents $18,432 $18,432 Restricted Cash (Note 2) 30,593 30,593 -------- -------- Balance as at June 30, 2003 $49,025 $49,025 -------- -------- SUPPLEMENTARY CASH FLOW INFORMATION Interest received $411 $767 -------- -------- See accompanying notes to the consolidated financial statements CALPINE POWER, L.P. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2003 (Tabular amounts are in thousands except for per Unit amounts) (unaudited) 1. SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements of Calpine Power, L.P. ("CLP" or the "Partnership") have been prepared by Calpine Canada Power Ltd. (the "Manager" or "Calpine") in accordance with Canadian generally accepted accounting principles. The accounting policies applied are consistent with those outlined in CLP""s annual financial statements for the period ended December 31, 2002. These consolidated financial statements for the six months ended June 30, 2003, do not include all disclosures required in the annual financial statements and should be read in conjunction with the annual financial statements included in the 2002 Calpine Power Income Fund (the "Fund") Annual Report. The Partnership commenced operations on August 29, 2002 and, accordingly, comparative financial information has not been presented. 2. RESTRICTED CASH AND MAINTENANCE RESERVE Restricted Cash Several cash reserves were established in the Partnership to fund significant expenditures and limit potential business risks of CLP. A cash reserve of $111.0 million was established in a segregated account to meet the remaining construction requirements of the Calgary Energy Facility. The amount is used to reimburse expenditures incurred by the Manager in connection with the completion of the Calgary Energy Facility. Payments from this segregated account must be authorized by one of the independent trustees of Calpine Commercial Trust ("CCT") after receipt of confirmation from a firm of independent engineers that the expenditures were properly incurred. If construction completion costs exceed the amount reserved, the Manager will be responsible for such excess costs. Any cash surplus will be paid to the Manager as a special distribution. A cash deposit of $17.0 million was received from Calpine Energy Services Canada Partnership ("CESCP") as security to satisfy its payment obligations under the Calgary Energy Tolling Agreement. This cash deposit and associated interest was returned to CESCP after March 31, 2003 when the Calgary Energy Facility declared its Commercial Operations Date ("COD"). As At As At June 30, December 31, 2003 2002 Construction Reserve $30,593 $66,721 Security Deposit from CESCP for Calgary Energy Tolling Agreement (including interest) -- 17,152 -------- -------- $30,593 $83,873 -------- -------- Maintenance Reserve A maintenance reserve of $7.7 million (December 31, 2002 - $7.0 million) has been established to partially fund future maintenance costs and to levelize such costs, as required. 3. WHITBY LOAN Interest receivable under the Whitby Loan in the amount of $2.2 million has been reclassified as a component of the loan balance outstanding and interest on this increased balance is accrued at 9.07%, consistent with the terms of the loan agreement. 4. DEFERRED CHARGE On August 29, 2002, Calgary Energy Centre Limited Partnership ("CECLP") and CESCP entered into the Calgary Energy Tolling Agreement which governs the sale of electricity from the Calgary Energy Facility and under which a payment of $27.7 million was made to CESCP. Under the Calgary Energy Tolling Agreement, as pre-payment for the provision of future tolling services, CESCP was required to pay to CECLP a monthly amount equal to the fixed charge component of the monthly tolling fee until the COD of the Calgary Energy Facility, which was declared March 31, 2003. As a result, no further receipts are due with respect to the deferred charge and the remaining balance of $5.2 million was capitalized as part of capital assets during the period ended March 31, 2003. 5. CAPITAL ASSETS As at June 30, 2003 Accumulated Net Book Cost Depreciation Value Land $334 $-- $334 Power generation plants and equipment 609,704 10,181 599,523 -------- -------- -------- $610,038 $10,181 $599,857 -------- -------- -------- 6. PARTNERS"" EQUITY CLP is authorized to issue an unlimited number of Class A Priority Units and an unlimited number of Class B Subordinated Units. The holders of Class A Priority Units are entitled to receive the first $0.078 of Distributable Cash per Class A Priority Unit per month on a cumulative basis in priority to any payments on the Class B Subordinated Units. The holders of Class B Subordinated Units are entitled to receive up to $0.078 of Distributable Cash per Class B Subordinated Unit per month which amounts cumulate for a fiscal year (and if unpaid at the end of a fiscal year, this entitlement terminates for such fiscal year) following the priority payment of Distributable Cash to the holders of Class A Priority Units. Following these payments, holders of Class A Priority Units and holders of Class B Subordinated Units are entitled to share Distributable Cash in excess of their prior entitlements equally on a class basis, in any fiscal year, after deducting the management incentive fee. Class A Units Class B Units Total As at December 31, 2002 $496,567 $182,741 $679,308 Net earnings 17,565 7,528 25,093 Distributions declared (24,569) (10,494) (35,063) -------- -------- -------- As at June 30, 2003 $489,563 $179,775 $669,338 -------- -------- -------- At June 30, 2003, CLP had issued and outstanding a total of 52,001,352 Class A Priority Units and 22,286,294 Class B Subordinated Units. 7. LIQUIDATING DAMAGES Under the Island Cogeneration Facility Construction Contract with Alstom Canada Inc. ("Alstom"), there exists certain performance guarantees regarding plant availability during the first six years of operation. As a result of an extended maintenance period and plant shutdown in the first quarter of 2003, the actual plant availability for the first year of operations is below the guaranteed availability. As a result of this guarantee, CLP received liquidating damages of $5.0 million in May 2003 that was included as a component of electricity and thermal revenue in the first quarter of 2003. 8. DISTRIBUTABLE CASH Distributable Cash is not a measure under Canadian generally accepted accounting principles and there is no standardized measure of Distributable Cash. Distributable Cash, as presented, may not be comparable to similar measures presented by other limited partnerships or income funds. Three months Six months ended ended June 30, 2003 June 30, 2003 NET EARNINGS $18,901 $25,093 Add: Depreciation 5,532 7,431 Receipts with respect to Calgary Energy Tolling Agreement -- 9,548 Less: Maintenance capital -- Island Cogen Facility (1,560) (2,657) Maintenance capital -- Calgary Energy Facility (495) (495) Working capital 400 (3,857) -------- -------- DISTRIBUTABLE CASH $22,778 $35,063 -------- -------- Allocation of Distributable Cash (Note 6) Class A Priority Units $12,284 $24,569 Class B Subordinated Units 10,494 10,494 -------- -------- $22,778 $35,063 -------- -------- Per Unit allocation of Distributable Cash (Note 6) Class A Priority Units $0.2362 $0.4725 -------- -------- Class B Subordinated Units $0.4709 $0.4709 -------- -------- 9. RELATED PARTY TRANSACTIONS As at June 30, 2003, the Partnership had the following balances receivable from (payable to) related parties in the normal course of business: Amount Loan and interest receivable from Calpine Canada Whitby Holdings Company $38,545 Distributions payable to Calpine (3,499) Distributions payable to Calpine Commercial Trust (4,095) Accounts receivable from Calpine Power Income Fund 614 Accounts payable to Calpine (1,325) Capital reimbursement due to Calpine (3,252)
Contact:
Calpine Corporation
Corporate Headquarters
50 West San Fernando Street
San Jose, CA 95113
Phone: 408.995.5115
Fax: 408.995.0505
www.calpine.com
Based on financial results this past quarter, the Calpine Power Income Fund declared over $12 million of distributable cash, $0.2355 per Trust Unit.
"The exceptional performance of our plants over this last quarter demonstrates the expertise of our operations teams and validates the excellent quality of the Fund""s generating assets," said Rohn Crabtree, President and CEO of Calpine Canada Power Ltd., Manager of the Calpine Power Income Fund. "Performance to date illustrates how this Fund provides our unitholders with a stable and growing investment opportunity."
MANAGEMENT""S DISCUSSION AND ANALYSIS
The following discussion and analysis as provided by Management should be read in conjunction with the accompanying unaudited consolidated financial statements of Calpine Power Income Fund (the "Fund") and Calpine Power, L.P. (the "Partnership") for the quarter ended June 30, 2003 (the "Quarter") and the notes thereto as well as the audited consolidated financial statements and the related management discussion and analysis (the "Annual MD&A") contained in the 2002 Annual Report. The risk factors discussed in the Annual MD&A have remained substantially unchanged unless indicated otherwise. All dollar amounts are shown in Canadian dollars unless otherwise specified.
The Fund began operations on August 29, 2002. The commentary that follows describes the Fund""s performance for the three and six months ended June 30, 2003. Management""s expectations for the period in relation to the 2003 fiscal year forecast are included in the Fund""s February 4, 2003 Prospectus.
SECOND QUARTER HIGHLIGHTS -- All three plants achieved strong operating results in the quarter, operating above forecasted availability. -- This quarter includes the first full quarter of operations for the Calgary Energy Facility. For the three months ended June 30, 2003, the Calgary Energy Facility operated at 97% availability and generated 136,400 MWh. -- For the three months ended June 30, 2003, the Island Cogen Facility operated at 97% availability and generated 440,849 MWh. -- For the three months ended June 30, 2003, the Whitby Cogen Facility operated at 97% availability. -- In early July, the natural gas sales agreement and transportation agreements for the Whitby Cogen Facility were assigned to an investment-grade counterparty creating greater certainty with respect to pricing of natural gas supply for the Whitby plant through 2011. While this contract assignment does not have an immediate impact on the Fund as a result of the Whitby Loan, it does provide further indication of the security of the cash flows underlying the Whitby Loan. -- The Fund continued to pay cash distributions on a monthly basis at $0.0785 per Trust Unit per month.
The Fund is an unincorporated open-ended trust established under the laws of Alberta. The Fund indirectly owns interests in the Island Cogen Facility located in British Columbia and in the Calgary Energy Facility located in Alberta ("the Facilities"). The Fund also indirectly owns an economic interest in the Whitby Cogen Facility located in Ontario through a participating loan (the "Whitby Loan") that mirrors the cash flow from the facility. These three facilities are modern and environmentally preferred, powered by high- efficiency natural gas-fired turbines and all of the facilities have long-term energy sales agreements. The Fund and the Partnership are administered and managed by the Manager, Calpine Canada Power Ltd., an indirect wholly-owned subsidiary of Calpine Corporation ("Calpine").
RESULTS OF OPERATIONS
The Fund reported net earnings of $12.9 million and $16.8 million for the three and six months ended June 30, 2003, respectively. This amounts to $0.2479 and $0.3229 per Trust Unit for the three and six month periods ended June 30, 2003, primarily representing the Fund""s 70% share of the Partnership""s net earnings for the periods. Management and administrative expenses were $338 thousand and $776 thousand for the three and six month periods ended June 30, 2003, including $38 thousand and $77 thousand for the three and six month periods for fees payable to the Manager to manage and administer the Fund, in accordance with applicable agreements.
The Partnership reported cash flow from operating activities of $28.8 million for the three months ended June 30, 2003, and $30.9 million for the six month period ended June 30, 2003. Net earnings were $18.9 million and $25.1 million, respectively, for the three and six month periods ended June 30, 2003. Revenues were $28.3 million and $38.9 million for the three and six month periods ended June 30, 2003. Revenues were comprised of Island Cogen Facility electricity generation revenue of $10.8 million for the three months ended and $18.8 million for the six months ended June 30, 2003. Electricity generation revenues at the Calgary Energy Facility were $12.6 million for the three and six month periods ended June 30, 2003 due to the commencement of commercial operation at the Calgary Energy Facility on March 31, 2003.
Revenues also include $3.7 million for the three months ended and $5.0 million for the six months ended June 30, 2003 from steam generation in relation to the Island Cogen Facility, and interest of $1.3 million for the three months ended and $2.4 million for the six months ended June 30, 2003 earned on the Whitby Loan and other cash balances.
Under the Island Cogeneration Facility Construction Contract with Alstom Canada Inc. ("Alstom"), there exist certain performance guarantees regarding plant availability during the first six years of operation. As a result of an extended maintenance period and plant shutdown in the first quarter of 2003, the actual plant availability for the first year of operations was below the guaranteed availability. Due to this guarantee, Alstom was contractually obligated to pay liquidating damages of $5.0 million, which the Partnership received in May 2003 and which were included as electricity and thermal revenue in the first quarter of 2003. The Island Cogen Facility resumed operations March 28, 2003. Operating and maintenance expense attributable to the Island Cogen Facility was $2.5 million for the three months ended and $4.9 million for the six months ended and depreciation expense was $3.4 million for the three months ended and $5.3 million for the six months ended June 30, 2003. Operating and maintenance expense and depreciation expense attributable to the Calgary Energy Center for the second quarter were $1.4 million and $2.1 million, respectively.
The 225 MW Island Cogen Facility is a combined cycle cogeneration plant located at Duncan Bay, near Campbell River, on Vancouver Island, British Columbia. The Island Cogen Facility operated at 98% and 67% availability and generated 440,849 MWh and 589,048 MWh for the three and six months ended June 30, 2003, respectively.
Electricity revenue is also recognized pursuant to the Maintenance Agreement, under which Alstom provides capital and operating expense services to the Partnership. As a result, electricity revenues of $2.3 million and $3.4 million, operating expenses of $0.8 million and $1.1 million and maintenance capital of $1.5 million and $2.3 million have been recognized in the consolidated financial statements of the Partnership for the three and six month periods ended June 30, 2003, respectively.
Steam produced at the Island Cogen Facility is sold to Norske Skog Canada Limited, a global supplier of newsprint and magazine printing papers. For the three and six month periods ended June 30, 2003, the Island Cogen Facility produced 546,101 GJ and 731,177 GJ of steam resulting in revenue of $3.7 million and $5.0 million, respectively.
The Calgary Energy Facility declared its Commercial Operations Date ("COD") on March 31, 2003. As a result, recognition of operations of the Calgary Energy Facility commenced during the Second Quarter. The Calgary Energy Facility is a natural gas-fired combined cycle plant located in Calgary, Alberta. The Calgary Energy Facility has a capacity of 300 MW, consisting of 250 MW of base capacity plus 50 MW of peaking capacity. For the three months ended June 30, 2003, the Calgary Energy Facility operated at 97% availability and generated 136,400 MWh.
LIQUIDITY AND CAPITAL RESOURCES
Capital expenditures relating to the Calgary Energy Facility for the three and six month periods ended June 30, 2003, were $5.5 million and $21.2 million, respectively. A cash reserve of $111 million was established in the Partnership on August 29, 2002 to cover the construction costs to complete the Calgary Energy Facility. As at June 30, 2003, the remaining construction reserve balance was $30.6 million (December 31, 2002 -- $66.7 million). This amount has been set aside to reimburse expenditures incurred by the Manager (see "Cash Reserves"). The remaining funds in the construction reserve account will be used to cover certain non-material outstanding items, referred to as the "punch-list." Typically, many of these items are not completed until future planned plant outages occur. Additionally, a portion of the reserve account represents "hold-backs" against specific warranty claims with project vendors. This "punch-list," and the associated expenditure of funds in the remaining reserve account, will continue to be managed to completion by the Manager. Reimbursements to the Manager will occur as they become duly authorized by one of the independent trustees of Calpine Commercial Trust ("CCT") and after receipt of confirmation from a firm of independent engineers that the expenditures were properly incurred.
The Fund had no long-term debt or credit facility as at June 30, 2003. The Fund anticipates obtaining a credit facility for working capital requirements in 2003. Current working capital requirements are funded through cash flows from the Partnership.
Distributable Cash and Distributions
Distributable Cash generated by the Fund totaled $12.2 million or $0.2355 per Trust Unit for the three months ended June 30, 2003 and $24.5 million or $0.4710 per Trust Unit for the six months ended June 30, 2003. The Fund pays monthly cash distributions to Unitholders on or about the 20th day of each month following the record date. One hundred percent of Distributable Cash of the Fund is distributed in respect of each year.
The Fund, as the holder of Class A Priority Units in the Partnership, must be paid before Calpine receives distributions on its Class B Subordinated Units. The Class B Subordinated Units represent a 30% economic interest in the Facilities and their entitlement to distributions is subordinated to that of Class A Priority Unitholders until 2022. The initial annual distribution level of $0.935 per Class A Priority Unit set the target distribution level. This target distribution increases annually by 1%, resulting in a targeted per Trust Unit distribution of $0.938 per Trust Unit for calendar year 2003. Any excess cash above the target is split equally between the Partnership Class A Priority Units and Class B Subordinated Units, after deducting the management incentive fee. The management incentive fee is equal to 20% of the excess cash.
Under the Calgary Energy Tolling Agreement, as pre-payment for the provision of future tolling services of the Calgary Energy Facility, Calpine Energy Services Canada Partnership ("CESCP"), a wholly-owned partnership of Calpine, had been required to pay to the Calgary Energy Centre Limited Partnership a monthly amount equivalent to the fixed charge component of the monthly tolling fee until COD of the Calgary Energy Facility. Payments under this agreement for the six months ended June 30, 2003, totaled $9.5 million and were recorded as Distributable Cash. As a result of the Calgary Energy Facility declaring COD on March 31, 2003, no further payments will be received pursuant to this pre-tolling arrangement, and the tolling agreement is now in effect. The Calgary Energy Tolling Agreement is a 20 year contract, similar in terms to the Island Electricity Purchase Agreement and under which CESCP is required to deliver all fuel required to operate the facility and is, in turn, obligated to pay for all electricity generated or deemed to have been made available.
The Fund declared a cash distribution of $4.1 million or $0.0785 per Trust Unit for the period from June 1 to June 30, 2003. The cash distribution was paid July 21, 2003, to Unitholders of record on June 30, 2003. The Fund also declared a cash distribution of $4.1 million or $0.0785 per Trust Unit for the period July 1 to July 31, 2003. This cash distribution will be paid on August 20, 2003 to Unitholders of record on July 31, 2003.
Tax Treatment of Distributions
For Canadian tax purposes, the taxable amount of distributions to the Fund""s Unitholders in 2002 was 1.89%. The remaining amount of the distributions reduced the adjusted cost base on the Trust Units, thereby providing a significant tax deferral for the Unitholders. The tax deferral arose primarily due to the ability of the Partnership to shelter its taxable income with capital cost allowance claims on the Facilities. As a result, distributions from the Partnership to the Fund were a return of capital rather than an allocation of income. Distributions in 2003 are expected to have similar characteristics to those in 2002, with taxable distributions estimated to be less than 5%. Any Fund acquisitions could serve to extend or reduce the tax-deferred horizon. The Fund recommends that Unitholders consult their tax advisors regarding the tax implications of their investment in Trust Units.
Cash Reserves
Several cash reserves were established in the Partnership to fund significant expenditures and limit potential business risks of the Partnership. A cash reserve of $111 million was established in a segregated account of the Partnership at August 29, 2002 to meet the remaining construction costs of the Calgary Energy Facility. This amount is used to reimburse expenditures incurred by the Manager in connection with the completion of the Calgary Energy Facility. Payments from this segregated account must be authorized by one of the independent trustees of Calpine Commercial Trust (the "Independent CCT Trustees"), after receipt of confirmation from a firm of independent engineers, appointed by the Independent CCT Trustees, that the expenditures were properly incurred by the Manager.
In the event the construction is completed for less than the amount reserved, the unused balance will be paid to the Manager as a special one-time distribution on its Class B Subordinated Units. If the construction completion costs exceed the amount reserved, the Manager will be responsible for such excess costs. During the three and six months ended June 30, 2003 the cash reserve was reduced by $9.9 million and $36.1 million respectively, with a remaining construction reserve of $30.6 million. Management believes that the remaining construction reserve is sufficient to fully cover any remaining outstanding construction completion costs.
An unsegregated cash reserve of $7.7 million was also established to partially fund future maintenance costs.
FORECASTS
Forecasts of the Fund and Partnership for the calendar year ending December 31, 2003 were prepared and included in the secondary offering prospectus. The financial results of the Fund and the Partnership for the three months ended June 30, 2003, compare favorably to these forecasts and no significant changes have occurred.
OUTLOOK
The Fund is focused on growing distributions to Unitholders by optimizing the operations of its plants and by pursuing accretive acquisitions. Consistent with the disclosure in the secondary offering prospectus, distributable Cash of the Partnership in 2003 is forecasted to be $70.2 million of which $49.3 million or $0.9478 per Trust Unit is forecasted to be distributed to the Class A Priority Unitholder and $20.9 million to the Class B Subordinated Units.
FORWARD-LOOKING INFORMATION
Certain information in this Management""s Discussion and Analysis is forward-looking and subject to risks and uncertainties. The results or events predicted in this information may differ from actual results or events. Factors which could cause actual results or events to differ materially from current expectations include, among other things, the ability of the Fund and Partnership to successfully implement the Fund""s strategic initiatives and whether such strategic initiatives will yield the expected benefits, the availability and price of energy commodities, regulatory decisions, competitive factors in the power industry, and the prevailing economic conditions in North America. The Fund and the Partnership each disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Calpine Power Income Fund
Calpine Power Income Fund is an unincorporated open-ended trust that invests in electrical power assets. The Fund indirectly owns interests in two power plants in British Columbia and Alberta and has a loan interest in a power plant in Ontario. The Fund is managed by Calpine Canada Power Ltd., which is headquartered in Calgary, Alberta.
The Calpine Power Income Fund units are listed on the Toronto Stock Exchange under the symbol CF.UN. The Fund also has warrants that trade under the symbol CF.WT.
The audited financial statements of the Fund and the Partnership, the Management Discussion and Analysis and Notes to the financial statements can also be accessed on the Fund""s website at http://www.calpinepif.com/ and on http://www.sedar.com/.
CALPINE POWER INCOME FUND CONSOLIDATED BALANCE SHEETS (thousands) As at As at June 30, December 31, 2003 2002 (unaudited) (audited) ASSETS Current Assets Cash and Cash Equivalents $124 $10 Distributions Receivable 4,095 5,369 Accounts Receivable 36 -- -------- -------- 4,255 5,379 Investment in Calpine Power, L.P. (Note 2) 489,563 496,567 -------- -------- $493,818 $501,946 -------- -------- LIABILITIES AND UNITHOLDERS"" EQUITY Current Liabilities Accounts Payable $916 $483 Distributions Payable 4,082 4,940 -------- -------- 4,998 5,423 Unitholders"" Equity (Note 3) 488,820 496,523 -------- -------- $493,818 $501,946 -------- -------- See accompanying notes to the consolidated financial statements CALPINE POWER INCOME FUND CONSOLIDATED STATEMENTS OF EARNINGS AND UNITHOLDERS"" EQUITY (thousands, except for per Trust Unit amounts) Three Months Six Months Ended Ended June 30, 2003 June 30, 2003 (unaudited) (unaudited) REVENUES Equity earnings from Calpine Power, L.P. $13,231 $17,565 EXPENSES Management and administrative 338 776 -------- -------- NET EARNINGS 12,893 16,789 UNITHOLDERS"" EQUITY, BEGINNING OF PERIOD 488,173 496,523 Distributions (12,246) (24,492) -------- -------- UNITHOLDERS"" EQUITY, END OF PERIOD $488,820 $488,820 -------- -------- Net earnings per Trust Unit (Note 3) $0.2479 $0.3229 -------- -------- Distributable Cash and Distributable Cash Per Trust Unit - See Note 4 See accompanying notes to the consolidated financial statements CALPINE POWER INCOME FUND CONSOLIDATED STATEMENTS OF CASH FLOWS (thousands) Three months Six months ended ended June 30, 2003 June 30, 2003 (unaudited) (unaudited) OPERATING ACTIVITIES Net earnings $12,893 $16,789 Adjustment for non-cash item: Equity earnings from Calpine Power, L.P. (13,231) (17,565) Distributions received from Calpine Power, L.P. 12,271 25,843 Change in non-cash working capital 412 397 -------- -------- Net cash provided by operating activities 12,345 25,464 -------- -------- INVESTING ACTIVITIES Net cash used in investing activities -- -- -------- -------- FINANCING ACTIVITIES Distributions paid (12,246) (25,350) -------- -------- Net cash used in financing activities (12,246) (25,350) -------- -------- INCREASE IN CASH AND CASH EQUIVALENTS $99 $114 Cash and Cash Equivalents, beginning of period 25 10 -------- -------- Cash and Cash Equivalents, end of period $124 $124 -------- -------- Represented by: Cash and Cash Equivalents at June 30, 2003 $124 $124 -------- -------- See accompanying notes to the consolidated financial statements CALPINE POWER INCOME FUND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2003
(Tabular amounts are in thousands except for Trust Units and per Trust Unit
amounts) (unaudited) 1. SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements of the Calpine Power Income Fund (the "Fund") have been prepared by Calpine Canada Power Ltd. (the "Manager" or "Calpine") in accordance with Canadian generally accepted accounting principles. The accounting policies applied are consistent with those outlined in the Fund""s annual financial statements for the period ended December 31, 2002. These consolidated financial statements for the six months ended June 30, 2003 do not include all disclosures required in the annual financial statements and should be read in conjunction with the annual financial statements included in the Fund""s 2002 Annual Report. The Fund commenced operations on August 29, 2002 and, accordingly, no comparative financial information has been presented. 2. INVESTMENT IN CALPINE POWER, L.P. Amount As at December 31, 2002 $496,567 Equity earnings from Calpine Power, L.P. 17,565 Distributions received and receivable from Calpine Power, L.P. (24,569) -------- As at June 30, 2003 $489,563 -------- 3. UNITHOLDERS"" EQUITY On February 13, 2003, the Fund and Calpine Canada Power Holdings Ltd. ("CPHL") completed a secondary offering of 17,034,234 Warranted Units of the Calpine Power Income Fund for gross proceeds of $153.3 million to CPHL. Each Warranted Unit consists of one Trust Unit and one-half of one Trust Unit purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one Trust Unit at a price of $9.00 at any time prior to December 31, 2003, after which time the Warrant will be null and void. Assuming the exercise in full of the Warrants, Calpine Corporation will not own or control any of the outstanding Trust Units. However, Calpine Corporation will retain its 30% subordinated interest through its ownership of Class B Subordinated Units of Calpine Power, L.P. and will continue to operate and manage the Calpine Power Income Fund and the Fund assets. On closing of the Secondary Offering, CPHL sold 17,034,234 Trust Units as part of the Warranted Units, and sold 8,517,118 Trust Units to the Fund. The Fund issued an interest bearing promissory note (the "Fund Promissory Note") to CPHL in consideration for the Trust Units purchased by the Fund. The Fund cancelled the Trust Units it purchased, and will, prior to December 31, 2003, issue up to 8,517,117 Trust Units to satisfy its obligations in respect of Warrants and apply the exercise proceeds to repay any outstanding amount under the Fund Promissory Note. If any Warrants are not exercised prior to December 31, 2003, they will be null and void and the Fund will repay any outstanding amount of the Fund Promissory Note by issuing Trust Units to CPHL. Number of Units Amount TRUST UNITS As at December 31, 2002 52,001,352 $496,523 Net earnings 16,789 Distributions declared (24,492) Trust Units purchased and cancelled (8,517,118) (78,357) Trust Units issued on exercise of Warrants 3,739,122 34,400 -------- -------- As at June 30, 2003 47,223,356 $444,863 -------- -------- WARRANTS Issued on Trust Units purchased and cancelled 8,517,117 $1,703 Exercise of Warrants (3,739,122) (748) -------- -------- As at June 30, 2003 4,777,995 $955 -------- -------- PROMISSORY NOTE Issued on Trust Units purchased and cancelled 78,357 Repayment on issue of Warrants (1,703) Repayment on exercise of Warrants (33,652) -------- As at June 30, 2003 $43,002 -------- TOTAL UNITHOLDERS"" EQUITY $488,820 -------- The Fund Trust Indenture provides that an unlimited number of Trust Units may be authorized and issued. Each Trust Unit is transferable, carries the right to one vote and represents an equal undivided beneficial interest in any distributions from the Fund and in the net assets of the Fund in the event of termination or winding-up of the Fund. All Trust Units are of the same class with equal rights and privileges. Net earnings and Distributable Cash per Trust Unit have been calculated based on a weighted average of 52,001,351 Trust Units outstanding for the period, consisting of 47,223,356 Trust Units outstanding and after giving effect to the exercise of the 4,777,995 outstanding Warrants. There are no other dilutive elements. 4. DISTRIBUTABLE CASH Distributable Cash is not a measure under Canadian generally accepted accounting principles and there is no standardized measure of Distributable Cash. Distributable Cash, as presented, may not be comparable to similar measures presented by other limited partnerships or income funds. Distributable Cash for the six months ended June 30, 2003 includes interest of $2.9 million under the Promissory Note, which is equal to the cash distributions that would have otherwise been payable had the Warrants been fully exercised. Three months Six months ended ended June 30, 2003 June 30, 2003 NET EARNINGS $12,893 $16,789 Add: Distributions received and receivable from Calpine Power, L.P. 12,284 24,569 Working capital 300 699 Less: Equity earnings from Calpine Power, L.P. (13,231) (17,565) -------- -------- DISTRIBUTABLE CASH $12,246 $24,492 -------- -------- Distributable Cash per Trust Unit $0.2355 $0.4710 -------- -------- 5. RELATED PARTY TRANSACTIONS As at June 30, 2003, the Fund had the following balances receivable from (payable to) related parties in the normal course of business: Amount Distributions Receivable from Calpine Power, L.P. $4,095 Distributions Payable to Calpine Canada Power Holdings Ltd. (375) Accounts Payable to Calpine Power, L.P. (614) Accounts Payable to Calpine (120) Accounts Payable to Calpine Canada Power Holdings Ltd. (82) During the six month period ended June 30, 2003, the total amount of $64 thousand was paid to the Manager for administrative fees under the administration and management agreements. The balances disclosed above do not include amounts owing with respect to the Promissory Note as disclosed in Note 3. 6. SUBSEQUENT EVENTS On July 17, 2003, the Fund announced cash distributions for July 2003 had been set at $0.0785 per Trust Unit. The cash distribution for this period will be paid on August 20, 2003 to Unitholders of record on July 31, 2003. CALPINE POWER, L.P. CONSOLIDATED BALANCE SHEETS (thousands) As at As at June 30, December 31, 2003 2002 (unaudited) (audited) ASSETS Current Assets Cash and Cash Equivalents $18,432 $14,587 Restricted Cash (Note 2) 30,593 83,873 Accounts Receivable 9,768 4,750 Interest Receivable -- Whitby Loan (Note 3) 576 1,112 Prepaids 653 513 -------- -------- 60,022 104,835 -------- -------- Deferred Charge -- Calgary Energy Tolling Agreement (Note 4) -- 14,789 Loan to Calpine Canada Whitby Holdings Company (Note 3) 37,969 35,790 Capital Assets (Note 5) 599,857 578,183 -------- -------- $697,848 $733,597 -------- -------- LIABILITIES AND PARTNERS"" EQUITY Current Liabilities Accounts Payable -- Trade $2,764 $799 -- Accrued Capital 9,859 23,237 -- Other 8,293 5,124 Distributions Payable 7,594 7,977 Deposits Payable (Note 2) -- 17,152 -------- -------- 28,510 54,289 Partners"" Equity (Note 6) 669,338 679,308 -------- -------- $697,848 $733,597 -------- -------- See accompanying notes to the consolidated financial statements CALPINE POWER, L.P. CONSOLIDATED STATEMENTS OF EARNINGS AND PARTNERS"" EQUITY (thousands, except for per Unit amounts) Three months Six months ended ended June 30, 2003 June 30, 2003 (unaudited) (unaudited) REVENUES Electricity and thermal (Note 7) $27,078 $36,463 Interest -- Whitby 843 1,643 -- Other 411 767 -------- -------- 28,332 38,873 -------- -------- EXPENSES Operating and maintenance 3,881 6,323 Depreciation 5,532 7,431 General and administrative 18 26 -------- -------- 9,431 13,780 -------- -------- NET EARNINGS 18,901 25,093 PARTNERS"" EQUITY, BEGINNING OF PERIOD 673,215 679,308 Distributions (22,778) (35,063) -------- -------- PARTNERS"" EQUITY, END OF PERIOD $669,338 $669,338 -------- -------- Net earnings per Unit (Note 6): Class A Priority Unit $0.2544 $0.3378 -------- -------- Class B Subordinated Unit $0.2544 $0.3378 -------- -------- Distributable Cash and Distributable Cash per Unit -- see Note 8 See accompanying notes to the consolidated financial statements CALPINE POWER, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (thousands) Three months Six months ended ended June 30, 2003 June 30, 2003 (unaudited) (unaudited) OPERATING ACTIVITIES Net earnings $18,901 $25,093 Adjustment for non-cash item: Depreciation 5,532 7,431 -------- -------- 24,433 32,524 Change in non-cash working capital 4,358 (1,667) -------- -------- Net cash provided by operating activities 28,791 30,857 -------- -------- INVESTING ACTIVITIES Capital expenditures (7,082) (23,864) Receipts under Calgary Energy Tolling Agreement -- 9,548 Change in non-cash working capital (11,218) (13,378) -------- -------- Net cash used in investing activities (18,300) (27,694) -------- -------- FINANCING ACTIVITIES Distributions paid (19,266) (35,446) Security deposit returned (Note 2) (17,269) (17,269) Change in non-cash working capital -- 117 -------- -------- Net cash used in financing activities (36,535) (52,598) -------- -------- DECREASE IN CASH AND CASH EQUIVALENTS $(26,044) $(49,435) Cash and Cash Equivalents, beginning of period 75,069 98,460 -------- -------- Cash and Cash Equivalents, end of period $49,025 $49,025 -------- -------- Represented by: Cash and Cash Equivalents $18,432 $18,432 Restricted Cash (Note 2) 30,593 30,593 -------- -------- Balance as at June 30, 2003 $49,025 $49,025 -------- -------- SUPPLEMENTARY CASH FLOW INFORMATION Interest received $411 $767 -------- -------- See accompanying notes to the consolidated financial statements CALPINE POWER, L.P. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2003 (Tabular amounts are in thousands except for per Unit amounts) (unaudited) 1. SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements of Calpine Power, L.P. ("CLP" or the "Partnership") have been prepared by Calpine Canada Power Ltd. (the "Manager" or "Calpine") in accordance with Canadian generally accepted accounting principles. The accounting policies applied are consistent with those outlined in CLP""s annual financial statements for the period ended December 31, 2002. These consolidated financial statements for the six months ended June 30, 2003, do not include all disclosures required in the annual financial statements and should be read in conjunction with the annual financial statements included in the 2002 Calpine Power Income Fund (the "Fund") Annual Report. The Partnership commenced operations on August 29, 2002 and, accordingly, comparative financial information has not been presented. 2. RESTRICTED CASH AND MAINTENANCE RESERVE Restricted Cash Several cash reserves were established in the Partnership to fund significant expenditures and limit potential business risks of CLP. A cash reserve of $111.0 million was established in a segregated account to meet the remaining construction requirements of the Calgary Energy Facility. The amount is used to reimburse expenditures incurred by the Manager in connection with the completion of the Calgary Energy Facility. Payments from this segregated account must be authorized by one of the independent trustees of Calpine Commercial Trust ("CCT") after receipt of confirmation from a firm of independent engineers that the expenditures were properly incurred. If construction completion costs exceed the amount reserved, the Manager will be responsible for such excess costs. Any cash surplus will be paid to the Manager as a special distribution. A cash deposit of $17.0 million was received from Calpine Energy Services Canada Partnership ("CESCP") as security to satisfy its payment obligations under the Calgary Energy Tolling Agreement. This cash deposit and associated interest was returned to CESCP after March 31, 2003 when the Calgary Energy Facility declared its Commercial Operations Date ("COD"). As At As At June 30, December 31, 2003 2002 Construction Reserve $30,593 $66,721 Security Deposit from CESCP for Calgary Energy Tolling Agreement (including interest) -- 17,152 -------- -------- $30,593 $83,873 -------- -------- Maintenance Reserve A maintenance reserve of $7.7 million (December 31, 2002 - $7.0 million) has been established to partially fund future maintenance costs and to levelize such costs, as required. 3. WHITBY LOAN Interest receivable under the Whitby Loan in the amount of $2.2 million has been reclassified as a component of the loan balance outstanding and interest on this increased balance is accrued at 9.07%, consistent with the terms of the loan agreement. 4. DEFERRED CHARGE On August 29, 2002, Calgary Energy Centre Limited Partnership ("CECLP") and CESCP entered into the Calgary Energy Tolling Agreement which governs the sale of electricity from the Calgary Energy Facility and under which a payment of $27.7 million was made to CESCP. Under the Calgary Energy Tolling Agreement, as pre-payment for the provision of future tolling services, CESCP was required to pay to CECLP a monthly amount equal to the fixed charge component of the monthly tolling fee until the COD of the Calgary Energy Facility, which was declared March 31, 2003. As a result, no further receipts are due with respect to the deferred charge and the remaining balance of $5.2 million was capitalized as part of capital assets during the period ended March 31, 2003. 5. CAPITAL ASSETS As at June 30, 2003 Accumulated Net Book Cost Depreciation Value Land $334 $-- $334 Power generation plants and equipment 609,704 10,181 599,523 -------- -------- -------- $610,038 $10,181 $599,857 -------- -------- -------- 6. PARTNERS"" EQUITY CLP is authorized to issue an unlimited number of Class A Priority Units and an unlimited number of Class B Subordinated Units. The holders of Class A Priority Units are entitled to receive the first $0.078 of Distributable Cash per Class A Priority Unit per month on a cumulative basis in priority to any payments on the Class B Subordinated Units. The holders of Class B Subordinated Units are entitled to receive up to $0.078 of Distributable Cash per Class B Subordinated Unit per month which amounts cumulate for a fiscal year (and if unpaid at the end of a fiscal year, this entitlement terminates for such fiscal year) following the priority payment of Distributable Cash to the holders of Class A Priority Units. Following these payments, holders of Class A Priority Units and holders of Class B Subordinated Units are entitled to share Distributable Cash in excess of their prior entitlements equally on a class basis, in any fiscal year, after deducting the management incentive fee. Class A Units Class B Units Total As at December 31, 2002 $496,567 $182,741 $679,308 Net earnings 17,565 7,528 25,093 Distributions declared (24,569) (10,494) (35,063) -------- -------- -------- As at June 30, 2003 $489,563 $179,775 $669,338 -------- -------- -------- At June 30, 2003, CLP had issued and outstanding a total of 52,001,352 Class A Priority Units and 22,286,294 Class B Subordinated Units. 7. LIQUIDATING DAMAGES Under the Island Cogeneration Facility Construction Contract with Alstom Canada Inc. ("Alstom"), there exists certain performance guarantees regarding plant availability during the first six years of operation. As a result of an extended maintenance period and plant shutdown in the first quarter of 2003, the actual plant availability for the first year of operations is below the guaranteed availability. As a result of this guarantee, CLP received liquidating damages of $5.0 million in May 2003 that was included as a component of electricity and thermal revenue in the first quarter of 2003. 8. DISTRIBUTABLE CASH Distributable Cash is not a measure under Canadian generally accepted accounting principles and there is no standardized measure of Distributable Cash. Distributable Cash, as presented, may not be comparable to similar measures presented by other limited partnerships or income funds. Three months Six months ended ended June 30, 2003 June 30, 2003 NET EARNINGS $18,901 $25,093 Add: Depreciation 5,532 7,431 Receipts with respect to Calgary Energy Tolling Agreement -- 9,548 Less: Maintenance capital -- Island Cogen Facility (1,560) (2,657) Maintenance capital -- Calgary Energy Facility (495) (495) Working capital 400 (3,857) -------- -------- DISTRIBUTABLE CASH $22,778 $35,063 -------- -------- Allocation of Distributable Cash (Note 6) Class A Priority Units $12,284 $24,569 Class B Subordinated Units 10,494 10,494 -------- -------- $22,778 $35,063 -------- -------- Per Unit allocation of Distributable Cash (Note 6) Class A Priority Units $0.2362 $0.4725 -------- -------- Class B Subordinated Units $0.4709 $0.4709 -------- -------- 9. RELATED PARTY TRANSACTIONS As at June 30, 2003, the Partnership had the following balances receivable from (payable to) related parties in the normal course of business: Amount Loan and interest receivable from Calpine Canada Whitby Holdings Company $38,545 Distributions payable to Calpine (3,499) Distributions payable to Calpine Commercial Trust (4,095) Accounts receivable from Calpine Power Income Fund 614 Accounts payable to Calpine (1,325) Capital reimbursement due to Calpine (3,252)
Contact:
Calpine Corporation
Corporate Headquarters
50 West San Fernando Street
San Jose, CA 95113
Phone: 408.995.5115
Fax: 408.995.0505
www.calpine.com