þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Louisiana (State or other jurisdiction of incorporation or organization) |
72-1445282 (I.R.S. Employer Identification No.) |
|
2030 Donahue Ferry Road, Pineville, Louisiana (Address of principal executive offices) |
71360-5226 (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, $1.00 par value, and associated rights to purchase Preferred Stock |
New York Stock Exchange |
CLECO CORPORATION | 2005 FORM 10-K/A | |
§ | Financial Statements of Cleco Evangeline LLC as required by Rule 3-09 of Regulation S-X; | ||
§ | Financial Statements of Perryville Energy Partners, L.L.C. as required by Rule 3-09 of Regulation S-X; | ||
§ | Consolidated Financial Statements of Acadia Power Partners, LLC and Subsidiary, as required by Rule 3-09 of Regulation S-X; and | ||
§ | certain exhibits to the 10-K. |
2
CLECO CORPORATION | 2005 FORM 10-K/A | |
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | ||||||
FORM 10-K | ||||||
ANNUAL | ||||||
REPORT(1) | ||||||
Report of Independent Registered Public Accounting Firm (2) |
57 | |||||
Managements Report on Internal Control Over Financial Reporting |
58 | |||||
15(a)(1) | Consolidated Statements of Operations for the years ended December 31, 2005, 2004, and 2003 |
59 | ||||
Consolidated Balance Sheets at December 31, 2005, and 2004 |
60 | |||||
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003 |
62 | |||||
Consolidated Statements of Comprehensive Income for the years ended December 31, 2005, 2004, and 2003 |
64 | |||||
Consolidated Statements of Changes in Common Shareholders Equity for the years ended December 31, 2005, 2004, and 2003 |
64 | |||||
Notes to the Financial Statements |
70 | |||||
15(a)(2) | Financial Statement Schedules (2) |
|||||
Schedule I Financial Statements of Cleco Corporation |
||||||
Condensed Statements of Operations for the years ended December 31, 2005, 2004, and 2003 |
7 | |||||
Condensed Balance Sheets at December 31, 2005 and 2004 |
8 | |||||
Condensed Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003 |
9 | |||||
Notes to the Condensed Financial Statements |
10 | |||||
Schedule II Valuation and Qualifying Accounts |
11 | |||||
Financial Statement Schedules other than those shown in the above index are omitted because they are either not
required or are not applicable or the required information is shown in the Consolidated Financial Statements and Notes thereto |
||||||
15(a)(3) | List of Exhibits |
4 | ||||
3
CLECO CORPORATION | 2005 FORM 10-K/A | |
EXHIBITS | ||||||||||||
SEC FILE OR | REGISTRATION | |||||||||||
REGISTRATION | STATEMENT OR | EXHIBIT | ||||||||||
NUMBER | REPORT | NUMBER | ||||||||||
2 | (a) | Plan of Reorganization and Share Exchange Agreement
|
333-71643-01 | S-4(6/30/99) | C | |||||||
3(a | )(1) | Articles of Incorporation of the Company, effective July 1, 1999
|
333-71643-01 | S-4(6/30/99) | A | |||||||
3(a | )(2) | Articles of Amendment to the Amended and Restated Articles of Incorporation of Cleco setting
forth the terms of the $25 Preferred Stock
|
1-15759 | 8-K(7/28/00) | 1 | |||||||
3(a | )(3) | Articles of Amendment to the Amended and Restated Articles of Incorporation to increase
amount authorized common stock and to effect a two-for-one split of the Companys common
stock
|
1-15759 | 2001 Proxy Statement (3/01) |
B-1 | |||||||
3 | (b) | Bylaws of Cleco Corporation (revised effective October 24, 2003)
|
1-5663 | 10-Q(11/6/03) | 3(a) | |||||||
4(a | )(1) | Indenture of Mortgage dated as of July 1, 1950, between Cleco and First National Bank of New
Orleans, as Trustee
|
1-5663 | 10-K(1997) | 4(a | )(1) | ||||||
4(a | )(2) | First Supplemental Indenture dated as of October 1, 1951, to Exhibit 4(a)(1)
|
1-5663 | 10-K(1997) | 4(a | )(2) | ||||||
4(a | )(3) | Second Supplemental Indenture dated as of June 1, 1952, to Exhibit 4(a)(1)
|
1-5563 | 10-K(1997) | 4(a | )(3) | ||||||
4(a | )(4) | Third Supplemental Indenture dated as of January 1, 1954, to Exhibit 4(a)(1)
|
1-5563 | 10-K(1997) | 4(a | )(4) | ||||||
4(a | )(5) | Fourth Supplemental Indenture dated as of November 1, 1954, to Exhibit 4(a)(1)
|
1-5563 | 10-K(1997) | 4(a | )(5) | ||||||
4(a | )(6) | Tenth Supplemental Indenture dated as of September 1, 1965, to Exhibit 4(a)(1)
|
1-5663 | 10-K(1986) | 4(a | )(11) | ||||||
4(a | )(7) | Eleventh Supplemental Indenture dated as of April 1, 1969, to Exhibit 4(a)(1)
|
1-5663 | 10-K(1998) | 4(a | )(8) | ||||||
4(a | )(8) | Eighteenth Supplemental Indenture dated as of December 1, 1982, to Exhibit 4(a)(1)
|
1-5663 | 10-K(1993) | 4(a | )(8) | ||||||
4(a | )(9) | Nineteenth Supplemental Indenture dated as of January 1, 1983, to Exhibit 4(a)(1)
|
1-5663 | 10-K(1993) | 4(a | )(9) | ||||||
4(a | )(10) | Indenture between Cleco and Bankers Trust Company, as Trustee, dated as of October 1, 1988
|
33-24896 | S-3(10/11/88) | 4 | (b) | ||||||
4(a | )(11) | Twenty-Sixth Supplemental Indenture dated as of March 15, 1990, to Exhibit 4(a)(1)
|
1-5663 | 8-K(3/90) | 4(a | )(27) | ||||||
Trust Indenture dated as of December 10, 1999 Between Cleco Evangeline LLC and Bank One |
||||||||||||
4(a | )(12) | Trust Company, N.A. as Trustee Relating to $218,600,000, 8.82% Senior Secured Bonds due 2019
|
1-15759 | 10-K(1999) | 4 | (m) | ||||||
4(a | )(13) | Senior Indenture, dated as of May 1, 2000, between Cleco and Bank One, N.A., as trustee
|
333-33098 | S-3/A(5/8/00) | 4 | (a) | ||||||
4(a | )(14) | Supplemental Indenture No. 1, dated as of May 25, 2000, to Senior Indenture providing for
the issuance of Clecos
8 3/4% Senior Notes due 2005
|
1-15759 | 8-K(5/24/00) | 4.1 | |||||||
4(a | )(15) | Form of Supplemental Indenture No. 2 providing for the issuance of $100,000,000 principal
amount of 7.000% Notes due May 1, 2008
|
1-15759 | 10-Q(3/31/03) | 4 | (a) | ||||||
4 | (b) | Agreement Appointing Successor Trustee dated as of April 1, 1996, by and among Central
Louisiana Electric Company, Inc., Bankers Trust Company, and The Bank of New York
|
333-02895 | S-3(4/26/96) | 4(a | )(2) | ||||||
4 | (c) | Agreement Under Regulation S-K Item 601(b)(4)(iii)(A)
|
333-71643-01 | 10-Q(9/99) | 4 | (c) | ||||||
4 | (d) | Form of 8 3/4% Senior Notes due 2005 (included in Exhibit 4(f) above)
|
1-15759 | 8-K(5/24/00) | 4.1 | |||||||
4 | (e) | Rights agreement between Cleco and EquiServe Trust Company, as Right Agent
|
1-15759 | 8-K(7/28/00) | 1 | |||||||
4 | (f) | Perryville Energy Partners, LLC Construction and Term Loan Agreement dated as of June 7, 2001
|
1-15759 | 10-K(2002) | 4.I | |||||||
4 | (g) | Form of $100,000,000 7.000% Notes due May 1, 2008
|
1-15759 | 10-Q(3/31/03) 1990 Proxy |
4 | (b) | ||||||
**10(a | )(1) | 1990 Long-Term Incentive Compensation Plan
|
1-5663 | Statement(4/90) 2000 Proxy |
A | |||||||
**10(a | )(2) | 2000 Long-Term Incentive Compensation Plan
|
333-71643-01 | Statement(3/00) | A | |||||||
**10(a | )(3) | 2000 Long-Term Incentive Compensation Plan, Amendment Number 1, Effective as of December 12,
2003
|
1-15759 | 10-Q(5/3/05) | 10 | (a) | ||||||
**10(a | )(4) | 2000 Long-Term Incentive Compensation Plan, Amendment Number 2, Effective as of July 23, 2004
|
1-15759 | 10-Q(9/30/04) | 10 | (a) | ||||||
**10(a | )(5) | 2000 Long-Term Incentive Compensation Plan, Amendment Number 3, Dated as of January 28, 2005
|
1-15759 | 10-Q(5/3/05) | 10 | (b) | ||||||
*10(a | )(6) | 2000 Long-Term Incentive Compensation Plan, Administrative Procedure No. 1 |
||||||||||
**10 | (b) | Annual Incentive Compensation Plan amended and restated as of January 23, 2003
|
1-15759 | 10-K(2003) | 10 | (b) | ||||||
**10 | (c) | Participation Agreement, Annual Incentive Compensation Plan
|
1-5663 | 10-K(1995) | 10 | (c) | ||||||
*10(d | )(1) | Table of 2006 Base Salaries and Bonuses for Cleco Corporation Named Executive Officers |
||||||||||
*10(d | )(2) | Table of Cycle 13 (2003-2005) LTIP Payouts for the Named Executive Officers of the Company |
||||||||||
*10(d | )(3) | Table of Additional Awards for the Named Executive Officers of the Company |
||||||||||
**10(e | )(1) | Summary of Director Compensation and Benefits
|
1-15759 | 8-K(1/28/05) | 10.2 | |||||||
**10(e | )(2) | Summary of Director Compensation, Benefits and Policies
|
1-15754 | 8-K(7/28/05) | 10.1 | |||||||
**10(f | )(1) | Supplemental Executive Retirement Plan
|
1-5663 | 10-K(1992) | 10(o | )(1) | ||||||
**10(f | )(2) | First Amendment to Supplemental Executive Retirement Plan effective July 1, 1999
|
1-15759 | 10-K(2003) | 10(e)(1 | )(a) | ||||||
**10(f | )(3) | Second Amendment to Supplemental Executive Retirement Plan dated July 28, 2000
|
1-15759 | 10-K(2003) | 10(e)(1 | )(b) | ||||||
**10(f | )(4) | Supplemental Executive Retirement Trust dated December 13, 2000
|
1-15759 | 10-K(2003) | 10(e)(1 | )(c) | ||||||
**10(f | )(5) | Form of Supplemental Executive Retirement Plan Participation Agreement between the Company
and the following officers: David M. Eppler and Catherine C. Powell
|
1-5663 | 10-K(1992) | 10(o | )(2) |
4
CLECO CORPORATION | 2005 FORM 10-K/A | |
**10(f | )(6) | Supplemental Executive Retirement Plan Participation Agreement between Cleco and Dilek Samil
|
1-15759 | 10-K(2002) | 10(z | )(1) | ||||||
**10(f | )(7) | Supplemental Executive Retirement Plan Participation Agreement between Cleco and Samuel H.
Charlton, III
|
1-15759 | 10-K(2002) | 10(z | )(2) | ||||||
**10(f | )(8) | Supplemental Executive Retirement Plan Participation Agreement between Cleco and Michael H.
Madison
|
1-15759 | 10-K(2004) | 10(v | )(3) | ||||||
**10(f | )(9) | Supplemental Executive Retirement Plan Participation Agreement between Cleco and R. ONeal
Chadwick, Jr.
|
1-15759 | 10-K(2004) | 10(v | )(4) | ||||||
**10(f | )(10) | Supplemental Executive Retirement Plan Participation Agreement between Cleco and David M.
Eppler
|
1-15759 | 10-K(2004) | 10(v | )(5) | ||||||
**10(g | )(1) | Executive Employment Agreement between Cleco and Dilek Samil
|
1-15759 | 10-K(2002) | 10(AA)(1) | |||||||
**10(g | )(2) | Amendment to Executive Employment Agreement between Cleco Corporation and Dilek Samil dated
September 26, 2003
|
1-15759 | 10-K(2003) | 10(AA)(1)(a) | |||||||
Amended and Restated Executive Employment Agreement between Cleco Corporation and David |
||||||||||||
**10(g | )(3) | Eppler dated January 1, 2002
|
1-15759 | 10-K(2003) | 10(AA)(2) | |||||||
**10(g | )(4) | Executive Employment Agreement between Cleco Corporation and Sam Charlton dated August 28,
2002
|
1-15759 | 10-K(2003) | 10(AA)(3) |
5
CLECO CORPORATION | 2005 FORM 10-K/A | |
SEC FILE OR | REGISTRATION | |||||||||||
REGISTRATION | STATEMENT OR | EXHIBIT | ||||||||||
NUMBER | REPORT | NUMBER | ||||||||||
**10(g | )(5) | Executive Employment Agreement between Cleco Corporation and Neal Chadwick dated October
25, 2002
|
1-15759 | 10-K(2003) | 10(AA)(4) | |||||||
**10(g | )(6) | Executive Employment Agreement between Cleco Corporation and Michael H. Madison dated
October 1, 2003
|
1-15759 | 10-K(2004) | 10(AA)(4)(a) | |||||||
**10(g | )(7) | Amended and Restated Executive Employment Agreement between Cleco Corporation and Cathy
Powell dated January 1, 2002
|
1-15759 | 10-K(2003) | 10(AA)(5) | |||||||
*10(g | )(8) | Letter Agreement with Samuel H. Charlton, III, dated February 21, 2001 |
||||||||||
**10 | (h) | Form of Executive Severance Agreement between Cleco and the following officers: David M.
Eppler and Catherine C. Powell
|
1-5663 | 10-K(1995) | 10 | (f) | ||||||
10 | (i) | Term Loan Agreement dated as of April 2, 1991, among the 401(k) Savings and Investment
Plan ESOP Trust, Cleco, as Guarantor, the Banks listed therein and The Bank of New York,
as Agent
|
1-5663 | 10-Q(3/91) | 4 | (b) | ||||||
10 | (j) | Reimbursement Agreement (The Industrial Development Board of the Parish of Rapides, Inc.
(Louisiana) Adjustable Tender Pollution Control Revenue Refunding Bonds, Series 1991)
dated as of October 15, 1997, among the Company, various financial institutions, and
Westdeutsche Landesbank Gironzentrale, New York Branch, as Agent
|
1-5663 | 10-K(1997) | 10 | (i) | ||||||
10(k | )(1) | Assignment and Assumption Agreement, effective as of May 6, 1991, between The Bank of New
York and the Canadian Imperial Bank of Commerce, relating to Exhibit 10(h)(1)
|
1-5663 | 10-Q(3/91) | 4 | (c) | ||||||
10(k | )(2) | Assignment and Assumption Agreement dated as of July 3, 1991, between The Bank of New
York and Rapides Bank and Trust Company in Alexandria, relating to Exhibit 10(h)(1)
|
1-5663 | 10-K(1991) | 10(y | )(3) | ||||||
10(k | )(3) | Assignment and Assumption Agreement dated as of July 6, 1992, among The Bank of New York,
CIBC, Inc. and Rapides Bank and Trust Company in Alexandria, as Assignors, the 401(k)
Savings and Investment Plan ESOP Trust, as Borrower, and Cleco, as Guarantor, relating to
Exhibit 10(h)(1)
|
1-5663 | 10-K(1992) | 10(bb)(4) | |||||||
10(l | )(1) | 401(k) Savings and Investment Plan ESOP Trust Agreement dated as of August 1, 1997,
between UMB Bank, N.A. and Cleco
|
1-5663 | 10-K(1997) | 10 | (m) | ||||||
10(l | )(2) | First Amendment to 401(k) Savings and Investment Plan ESOP Trust Agreement dated as of
October 1, 1997, between UMB Bank, N.A. and Cleco
|
1-5663 | 10-K(1997) | 10(m | )(1) | ||||||
10(m | )(1) | Form of Notice and Acceptance of Grant of Nonqualified Stock Options, with fixed option
price under Clecos 1990 Long-term Incentive Compensation Plan
|
333-71643-01 | 10-Q(9/99) | 10 | (a) | ||||||
10(m | )(2) | Form of Notice and Acceptance of Grant of Nonqualified Stock Options, with variable
option prices
|
333-71643-01 | 10-Q(9/99) | 10 | (b) | ||||||
10(m | )(3) | Form of Notice and Acceptance of Directors Grant of Nonqualified Stock Options under
Clecos 2000 Long-Term Incentive Compensation Plan
|
1-15759 | 10-Q(6/00) | 10 | (a) | ||||||
10(m | )(4) | Form of Notice and Acceptance of Grant of Nonqualified Stock Options, with fixed option
price under Clecos 2000 Long-Term Incentive Compensation Plan
|
1-15759 | 10-Q(6/00) | 10 | (c) | ||||||
10(m | )(5) | Form of Notice and Acceptance of Grant of Nonqualified Stock Options, with variable
option price under Clecos 2000 Long-Term Incentive Compensation Plan
|
1-15759 | 10-Q(6/00) | 10 | (d) | ||||||
**10(m | )(6) | Formal Notice and Acceptance of Directors Grant of Nonqualified Stock Option
|
1-5663 | 10-Q(9/01) | 10 | |||||||
10(n | )(1) | Form of Notice and Acceptance of Grant of Restricted Stock under Clecos 2000 Long-Term
Incentive Compensation Plan
|
1-15759 | 10-Q(6/00) | 10 | (b) | ||||||
10(n | )(2) | Notice and Acceptance of Grant of Restricted Stock and Allocation of Opportunity Shares
|
1-15759 | 10-Q(11/2/05) | 10 | (c) | ||||||
*10(n | )(3) | Notice and Acceptance of Grant of Restricted Stock, Common Stock Equivalent Units and |
||||||||||
10(o | )(1) | Allocation of Opportunity Shares and Opportunity Common Stock Equivalents
Cleco Corporation Employee Stock Purchase Plan
|
333-44364 | S-8(8/23/00) | 4.3 | |||||||
10(o | )(2) | Employee Stock Purchase Plan, Amendment No. 1, dated January 22, 2004
|
1-15759 | 10-K(2003) | 10(s | )(1) | ||||||
10(o | )(3) | Employee Stock Purchase Plan, Amendment No. 2, effective as of January 1, 2006
|
1-15759 | 10-Q(8/2/05) | 10 | (a) | ||||||
**10(p | )(1) | Cleco Corporation Deferred Compensation Plan
|
333-59696 | S-8(4/27/01) | 4.3 | |||||||
10(p | )(2) | Deferred Compensation Trust dated January 2001
|
1-15759 | 10-K(2003) | 10 | (u) | ||||||
10 | (q) | Credit Agreement dated as of April 25, 2005 among Cleco Corporation, the Bank of New
York, as Administrative Agent, and the lenders and other parties thereto
|
1-15759 | 8-K(4/29/05) | 10.1 | |||||||
10(r | )(1) | Acadia Power Partners Second amended and restated limited liability company agreement
dated May 9, 2003
|
1-15759 | 10-Q(6/30/03) | 10 | (c) | ||||||
10(r | )(2) | Acadia Power Partners, LLC First Amendment to Second Amended and Restated Limited
Liability Company Agreement dated August 9, 2005
|
1-15759 | 10-Q(11/2/05) | 10 | (a) | ||||||
10(s | )(1) | Purchase and Sale Agreement by and between Perryville Energy Partners, L.L.C. and Entergy
Louisiana, Inc. dated January 28, 2004
|
1-15759 | 10-K(2003) | 10(AC) | |||||||
10(s | )(2) | Purchase and Sale Agreement by and between Perryville Energy Partners, L.L.C. and Entergy
Louisiana, Inc. dated October 21, 2004
|
1-15759 | 10-K(2004) | 10(AD) | |||||||
10 | (t) | Settlement Agreement dated May 26, 2005 by and among Mirant Corporation, Mirant Americas
Energy Marketing, LP, Mirant Americas, Inc., Perryville Energy Partners, L.L.C. and
Perryville Energy Holdings LLC
|
1-15759 | 8-K(6/1/05) | 99.1 | |||||||
*12 | (a) | Computation of Ratios of Earnings (loss) to Fixed Charges and of Earnings (loss) to
Combined Fixed Charges and Preferred Stock Dividends |
||||||||||
*21 | Subsidiaries of the Registrant |
|||||||||||
*23 | (a) | Consent of Independent Registered Public Accounting Firm |
6
CLECO CORPORATION | 2005 FORM 10-K/A | |
***23 | (b) | Consent of Independent Registered Public Accounting Firm |
||||||||||
***23 | (c) | Consent of Independent Registered Public Accounting Firm |
||||||||||
***23 | (d) | Consent of Independent Registered Public Accounting Firm |
||||||||||
*24 | (a) | Power of Attorney from each Director of Cleco whose signature is affixed to this Form
10-K for the year ended December 31, 2005 |
||||||||||
*31 | (a) | CEO and CFO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002 |
||||||||||
***31(a | )(1) | CEO and CFO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002 |
SEC FILE OR | REGISTRATION | |||||||||||
REGISTRATION | STATEMENT OR | EXHIBIT | ||||||||||
NUMBER | REPORT | NUMBER | ||||||||||
*32 | (a) | CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
||||||||||
CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
||||||||||||
***32(a | )(1) | CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
||||||||||
CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
||||||||||||
99 | (a) | Perryville Energy Partners, L.L.C. and Perryville Energy Holdings LLC Debtors First
Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code effective
October 11, 2005
|
1-15759 | 10-Q(11/2/05) | 99 | (a) | ||||||
***99 | (b) | Cleco Evangeline LLC Financial Statements for the years ended December 2005, 2004 and 2003 |
||||||||||
***99 | (c) | Perryville Energy Partners, L.L.C. Financial Statements for the years ended December
2005, 2004 and 2003 |
||||||||||
***99 | (d) | Acadia Power Partners, LLC and Subsidiary Consolidated Financial Statements for the years
ended December 2005, 2004 and 2003 |
7
CLECO CORPORATION
|
2005 FORM 10-K/A | |
CLECO CORPORATION (Parent Company Only)
|
SCHEDULE I | |
Condensed Statements of Operations | ||||||||||||
FOR THE YEAR ENDED DECEMBER 31, | ||||||||||||
(THOUSANDS) | 2005 | 2004 | 2003 | |||||||||
Operating expenses |
||||||||||||
Administrative and general |
$ | 1,171 | $ | 2,124 | $ | 3,666 | ||||||
Other operating expense |
715 | 1,246 | 1,258 | |||||||||
Total operating expenses |
$ | 1,886 | $ | 3,370 | $ | 4,924 | ||||||
Operating loss |
(1,886 | ) | (3,370 | ) | (4,924 | ) | ||||||
Equity income (loss) of subsidiaries, net of tax |
181,187 | 71,052 | (29,714 | ) | ||||||||
Interest income |
16,754 | 13,900 | 14,116 | |||||||||
Interest charges |
(12,726 | ) | (18,172 | ) | (17,345 | ) | ||||||
Income (loss) before income taxes |
183,329 | 63,410 | (37,867 | ) | ||||||||
Income tax (expense) benefit |
(685 | ) | 2,779 | 2,938 | ||||||||
Net income (loss) |
182,644 | 66,189 | (34,929 | ) | ||||||||
Preferred dividends requirements, net |
1,865 | 2,216 | 1,861 | |||||||||
Income (loss) applicable to common stock |
$ | 180,779 | $ | 63,973 | $ | (36,790 | ) | |||||
8
CELCO CORPORATION
|
2005 FORM 10-K/A | |
CLECO CORPORATION (Parent Company Only)
|
SCHEDULE I | |
Condensed Balance Sheets | ||||||||
AT DECEMBER 31, | ||||||||
(THOUSANDS) | 2005 | 2004 | ||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 35,737 | $ | 69,589 | ||||
Accounts receivable affiliate |
209,605 | 204,189 | ||||||
Other accounts receivable |
1,321 | 112 | ||||||
Taxes receivable |
| 5,291 | ||||||
Cash surrender value of life insurance policies |
17,808 | 14,120 | ||||||
Total currents assets |
264,471 | 293,301 | ||||||
Investment in subsidiaries |
578,064 | 490,896 | ||||||
Deferred charges |
5,917 | 4,603 | ||||||
Total assets |
$ | 848,452 | $ | 788,800 | ||||
Liabilities and shareholders equity |
||||||||
Liabilities |
||||||||
Current liabilities |
||||||||
Long-term due within one year |
$ | | $ | 100,000 | ||||
Accounts payable affiliate |
17,047 | 20,902 | ||||||
Other current liabilities |
25,098 | 6,786 | ||||||
Total current liabilities |
42,145 | 127,688 | ||||||
Long-term debt, net |
100,000 | 100,000 | ||||||
Deferred credits |
44 | 48 | ||||||
Total liabilities |
142,189 | 227,736 | ||||||
Shareholders equity |
||||||||
Preferred stock |
||||||||
Not subject to mandatory redemption, $100 par value, authorized 1,491,900 shares, issued
218,170 and 234,160 shares at December 31, 2005 and 2004, respectively |
21,817 | 23,416 | ||||||
Deferred compensation related to preferred stock held by ESOP |
(1,783 | ) | (4,190 | ) | ||||
Total preferred stock not subject to mandatory redemption |
20,034 | 19,226 | ||||||
Common shareholders equity |
||||||||
Common stock, $1 par value, authorized 100,000,000 shares, issued 50,030,035 and 49,667,861
shares at December 31, 2005 and 2004, respectively |
50,030 | 49,668 | ||||||
Premium on common stock |
202,416 | 194,055 | ||||||
Retained earnings |
443,912 | 308,003 | ||||||
Unearned compensation |
(5,285 | ) | (5,733 | ) | ||||
Treasury stock, at cost 36,644 and 44,275 shares at December 31, 2005 and 2004, respectively |
(714 | ) | (887 | ) | ||||
Accumulated other comprehensive loss |
(4,130 | ) | (3,268 | ) | ||||
Total common shareholders equity |
686,229 | 541,838 | ||||||
Total shareholders equity |
706,263 | 561,064 | ||||||
Total liabilities and shareholders equity |
$ | 848,452 | $ | 788,800 | ||||
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CLECO CORPORATION | 2005 FROM 10-K/A |
CLECO CORPORATION (Parent Company Only) | SCHEDULE I |
FOR THE YEAR ENDED DECEMBER 31, | ||||||||||||
(THOUSANDS) | 2005 | 2004 | 2003 | |||||||||
Operating activities |
||||||||||||
Net cash provided by operating activities |
$ | 184,384 | $ | 72,592 | $ | 23,603 | ||||||
Investing activities |
||||||||||||
Notes receivable from subsidiaries |
(5,188 | ) | 43,049 | 40,358 | ||||||||
Investment in subsidiaries |
(75,000 | ) | (17,915 | ) | (58,771 | ) | ||||||
Return of equity investment in investee |
9,631 | 16,698 | 41,232 | |||||||||
Investment in cost method investments |
(1,385 | ) | (5,485 | ) | | |||||||
Other investing |
(3,066 | ) | (6,294 | ) | (2,411 | ) | ||||||
Net cash (used in) provided by investing activities |
(75,008 | ) | 30,053 | 20,408 | ||||||||
Financing activities |
||||||||||||
Sale of common stock |
| 35,705 | | |||||||||
Change in short-term debt, net |
| (50,000 | ) | (121,550 | ) | |||||||
Issuance of long-term debt |
| | 100,000 | |||||||||
Retirement of long-term obligations |
(100,000 | ) | | (202 | ) | |||||||
Dividends paid on preferred stock |
(1,915 | ) | (2,350 | ) | (1,861 | ) | ||||||
Dividends paid on common stock |
(44,870 | ) | (42,767 | ) | (42,486 | ) | ||||||
Other financing |
3,557 | 2,136 | 1,337 | |||||||||
Net cash (used in) provided by financing activities |
(143,228 | ) | (57,276 | ) | (64,762 | ) | ||||||
Net (decrease) increase in cash and cash equivalents |
(33,852 | ) | 45,369 | (20,751 | ) | |||||||
Cash and cash equivalents at beginning of period |
69,589 | 24,220 | 44,971 | |||||||||
Cash and cash equivalents at end of period |
$ | 35,737 | $ | 69,589 | $ | 24,220 | ||||||
Supplementary noncash financing activity |
||||||||||||
Issuance of treasury stock LTICP and ESOP plans |
$ | 173 | $ | 1,492 | $ | 2,734 | ||||||
Issuance of common stock LTICP/ESOP/ESPP |
$ | 2,820 | $ | 4,784 | $ | | ||||||
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CLECO CORPORATION | 2005 FROM 10-K/A |
FOR THE YEAR ENDED | ||||||||
DECEMBER 31, | ||||||||
(THOUSANDS) | 2005 | 2004 | ||||||
Senior notes, 8.75% due 2005 |
$ | | $ | 100,000 | ||||
Senior notes, 7.00% due 2008 |
100,000 | 100,000 | ||||||
Gross amount of long-term debt |
100,000 | 200,000 | ||||||
Less amount due in one year |
| 100,000 | ||||||
Total long-term debt, net |
$ | 100,000 | $ | 100,000 | ||||
(THOUSANDS) | 2006 | 2007 | 2008 | 2009 | 2010 | THEREAFTER | ||||||||||||||||||
Amounts payable
under long-term
debt agreements |
$ | | $ | | $ | 100,000 | $ | | $ | | $ | | ||||||||||||
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CLECO CORPORATION | 2005 FROM 10-K/A |
CLECO CORPORATION | SCHEDULE II |
BALANCE AT | ADDITIONS | UNCOLLECTIBLE | BALANCE AT | |||||||||||||
BEGINNING | CHARGED TO COSTS | ACCOUNT WRITE-OFFS | END OF | |||||||||||||
Allowance For Uncollectible Accounts (THOUSANDS) | OF PERIOD | AND EXPENSES | LESS RECOVERIES | PERIOD(1) | ||||||||||||
Year Ended December 31, 2005 |
$ | 506 | $ | 3,202 | $ | 2,446 | $ | 1,262 | ||||||||
Year Ended December 31, 2004 |
$ | 1,407 | (2) | $ | 1,610 | $ | 2,511 | $ | 506 | |||||||
Year Ended December 31, 2003 |
$ | 1,071 | $ | 17,407 | $ | 1,324 | $ | 17,154 | (3) | |||||||
(1) | Deducted in the balance sheet | |
(2) | Adjustment due to deconsolidation of Perryville of $15,747 | |
(3) | At December 31, 2003, customer and other allowance for uncollectible accounts were $16,502 and $652, respectively |
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CLECO CORPORATION | 2005 FROM 10-K/A |
CLECO CORPORATION
|
||||||
(Registrant) | ||||||
By:: | /s/ Michael H. Madison | |||||
(Michael H. Madison) | ||||||
(President, Chief Executive Officer and Director) |
SIGNATURE | TITLE | DATE | ||
/s/ Michael H. Madison | President, Chief Executive Officer and Director | March 29, 2006 | ||
(Michael H. Madison) | (Principal Executive Officer) | |||
/s/ Kathleen F. Nolen | Senior Vice President and Chief Financial Officer | March 29, 2006 | ||
(Kathleen F. Nolen) | (Principal Financial Officer) | |||
/s/ R. Russell Davis | Vice President and Chief Accounting Officer | March 29, 2006 | ||
(R. Russell Davis) | (Principal Accounting Officer) |
DIRECTORS* | ||||
SHERIAN G. CADORIA | ||||
RICHARD B. CROWELL | ||||
J. PATRICK GARRETT | ||||
F. BEN JAMES, JR. | ||||
ELTON R. KING | ||||
MICHAEL H. MADISON | ||||
WILLIAM L. MARKS | ||||
RAY B. NESBITT | ||||
ROBERT T. RATCLIFF, SR. | ||||
WILLIAM H. WALKER, JR. | ||||
W. LARRY WESTBROOK |
*By:
|
/s/ Michael H. Madison
|
March 29, 2006 |
13