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)
|
||
Registrant’s
telephone number, including area code: (318)
484-7400
|
|||
Securities
registered pursuant to Section 12(b) of the
Act:
|
|||
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
|
||
Securities
registered pursuant to Section 12(g) of the
Act:
|
|||
Title
of each class
|
|||
4.50%
Cumulative Preferred Stock, $100 Par Value Convertible Cumulative
Preferred Stock, $100 Par Value, Series of
1991
|
Indicate
by check mark if the Registrant is a well-known seasoned issuer,
as
defined in Rule 405 of the Securities Act. Yes x
No ___
|
Indicate
by check mark if the Registrant is not required to file reports
pursuant
to Section 13 or Section 15(d) of the Act.
Yes
No x
|
Indicate
by check mark whether the Registrant: (1) has filed all reports
required
to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934
during the preceding 12 months (or for such shorter period that
the
Registrant was required to file such reports) and (2) has been
subject to
such filing requirements for the past 90 days.
Yes x No
__
|
Indicate
by check mark if disclosure of delinquent filers pursuant to Item
405 of
Regulation S-K is not contained herein, and will not be contained,
to the
best of the Registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any
amendment to this Form 10-K.
|
Indicate
by check mark whether the Registrant is a large accelerated filer,
an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
accelerated filer x
Accelerated
filer Non-accelerated
filer
|
Indicate
by check mark whether the Registrant is a shell company (as defined
in
Rule 12b-2 of the Exchange Act)
Yes
No x
|
CLECO
CORPORATION
|
2006
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.
|
CLECO
CORPORATION
|
2006
FORM
10-K/A
|
PART IV |
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | ||
FORM
10-K ANNUAL REPORT(1)
|
||
Report
of Independent Registered Public Accounting
Firm (2)
|
60
|
|
15(a)(1)
|
Consolidated
Statements of Income for the years ended December 31, 2006, 2005,
and
2004
|
61
|
Consolidated Balance
Sheets at December 31, 2006, and 2005
|
62
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2006, 2005,
and
2004
|
64
|
|
Consolidated
Statements of Comprehensive Income for the years ended December 31,
2006,
2005, and 2004
|
66
|
|
Consolidated
Statements of Changes in Common Shareholders’ Equity for the years ended
December 31, 2006, 2005, and 2004
|
66
|
|
Notes
to the Financial Statements
|
72
|
|
15(a)(2)
|
Financial
Statement Schedules (2)
|
|
Schedule
I — Financial Statements of Cleco Corporation
|
||
Condensed
Statements of Income
for the years ended December 31, 2006, 2005, and 2004
|
7
|
|
Condensed
Balance Sheets at
December 31, 2006 and 2005
|
8
|
|
Condensed
Statements of Cash
Flows for the years ended December 31, 2006, 2005, and
2004
|
9
|
|
Notes
to the Condensed Financial
Statements
|
10
|
|
Schedule
II — Valuation and Qualifying Accounts
|
12
|
|
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
|
CLECO
CORPORATION
|
2006
FORM 10-K/A
|
EXHIBITS | ||||
SEC
FILE OR
REGISTRATION
NUMBER
|
REGISTRATION
STATEMENT
OR
REPORT
|
EXHIBIT
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 Company’s common stock
|
1-15759
|
2001
Proxy
Statement
(3/01)
|
B-1
|
3(b)
|
Bylaws
of Cleco Corporation (revised effective April 21, 2006)
|
1-15759
|
10-Q(8/3/06)
|
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)
|
1-5663
|
10-K(1997)
|
4(a)(3)
|
4(a)(4)
|
Third
Supplemental Indenture dated as of January 1, 1954, to Exhibit
4(a)(1)
|
1-5663
|
10-K(1997)
|
4(a)(4)
|
4(a)(5)
|
Fourth
Supplemental Indenture dated as of November 1, 1954, to Exhibit
4(a)(1)
|
1-5663
|
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)
|
4(a)(12)
|
Trust
Indenture dated as of December 10, 1999 Between Cleco Evangeline
LLC and
Bank One 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 Cleco’s 8
¾%
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 ¾% Senior Notes due 2005 (included in Exhibit 4(a)(14)
above)
|
1-15759
|
8-K(5/24/00)
|
4.1
|
4(e)(1)
|
Rights
agreement between Cleco and EquiServe Trust Company, as Right
Agent
|
1-15759
|
8-K(7/28/00)
|
1
|
4(e)(2)
|
First
Amendment to Rights Agreement between Cleco Corporation and Computershare
Trust Company, N.A., as Rights Agent
|
1-15759
|
8-K(3/2/06)
|
4.1
|
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)
|
4(b)
|
**10(a)(1)
|
1990
Long-Term Incentive Compensation Plan
|
1-5663
|
1990
Proxy
Statement(4/90)
|
A
|
**10(a)(2)
|
2000
Long-Term Incentive Compensation Plan
|
333-71643-01
|
2000
Proxy
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
|
1-15759
|
10-K(2005)
|
10(a)(6)
|
**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
|
1-15759
|
8-K(2/2/06)
|
10.1
|
**10(d)(2)
|
Table
of [Cycle 13 (2003-2005)] LTIP Payouts for the Named Executive Officers
of
the Company
|
1-15759
|
8-K(2/2/06)
|
10.2
|
**10(d)(3)
|
Table
of Additional Awards for the Named Executive Officers of the
Company
|
1-15759
|
8-K(2/2/06)
|
10.3
|
**10(d)(4)
|
Amended
2006 compensation information to include the grant of stock options
to CEO
|
1-15759
|
8-K(2/17/06)
|
|
**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
|
1-15759
|
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)
|
**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.
O’Neal 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, dated January
1,
2002
|
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)
|
CLECO
CORPORATION
|
2006
FORM 10-K/A
|
SEC
FILE OR
REGISTRATION
NUMBER
|
REGISTRATION
STATEMENT
OR
REPORT
|
EXHIBIT
NUMBER
|
||
**10(g)(3)
|
Amended
and Restated Executive Employment Agreement between Cleco Corporation
and
David Eppler dated January 1, 2002
|
1-15759
|
10-K(2003)
|
10(AA)(2)
|
**10(g)(4)
|
Executive
Employment Agreement between Cleco Corporation and Samuel H. Charlton,
III
dated August 28, 2002
|
1-15759
|
10-K(2003)
|
10(AA)(3)
|
**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)
|
Executive
Employment Agreement between Cleco Corporation and Samuel H. Charlton,
III
dated June 29, 2006
|
1-15759
|
8-K(7/6/06)
|
10.1
|
**10(g)(8)
|
Separation
Agreement and General Release between Cleco Corporation and R. O’Neal
Chadwick, Jr. dated
August
14, 2006
|
1-15759
|
8-K(8/29/06)
|
10.1
|
**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 Cleco’s 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 Cleco’s 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 Cleco’s 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 Cleco’s 2000 Long-Term Incentive Compensation
Plan
|
1-15759
|
10-Q(6/00)
|
10(d)
|
**10(m)(6)
|
Formal
Notice and Acceptance of Director’s 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 Cleco’s 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 Allocation of Opportunity Shares and Opportunity Common Stock
Equivalents
|
|||
10(o)(1)
|
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)
|
First
Amended and Restated Credit Agreement dated as of June 2, 2006 among
Cleco
Corporation, The Bank of New York, as Administrative Agent, and the
lenders and other parties thereto
|
1-15759
|
10-Q(8/3/06)
|
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
|
|||
***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, 2006
|
CLECO
CORPORATION
|
2006
FORM 10-K/A
|
SEC
FILE OR
REGISTRATION
NUMBER
|
REGISTRATION
STATEMENT
OR
REPORT
|
EXHIBIT
NUMBER
|
||
*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
|
|||
*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
31, 2006,
2005, and 2004
|
|||
***99(c)
|
Perryville
Energy Partners, L.L.C. Financial Statements for the years ended
December
31, 2006, 2005, and 2004
|
|||
***99(d)
|
Acadia
Power Partners, LLC and Subsidiary Consolidated Financial Statements
for
the years ended December 31, 2006, 2005, and 2004
|
CLECO
CORPORATION
|
2006
FORM 10-K/A
|
CLECO CORPORATION (Parent Company Only) |
SCHEDULE
I
|
Condensed Statements of Income | ||||||||||
FOR
THE YEAR ENDED DECEMBER
31,
|
||||||||||
(THOUSANDS)
|
2006
|
2005
|
2004
|
|||||||
Operating
expenses
|
||||||||||
Administrative
and
general
|
$
|
1,025
|
$
|
1,171
|
$
|
2,124
|
||||
Other
operating
expense
|
795
|
715
|
1,247
|
|||||||
Total
operating expenses
|
$
|
1,820
|
$
|
1,886
|
$
|
3,371
|
||||
Operating
loss
|
(1,820
|
)
|
(1,886
|
)
|
(3,371
|
)
|
||||
Equity
income of subsidiaries, net of tax
|
62,992
|
181,186
|
71,052
|
|||||||
Interest
income
|
21,794
|
16,090
|
12,850
|
|||||||
Other
income
|
5,557
|
1,034
|
1,051
|
|||||||
Other
expense
|
(1,381
|
)
|
(369
|
)
|
-
|
|||||
Interest
charges
|
(7,942
|
)
|
(12,726
|
)
|
(18,172
|
)
|
||||
Income
before income taxes
|
79,200
|
183,329
|
63,410
|
|||||||
Income
tax (expense) benefit
|
(4,609
|
)
|
(685
|
)
|
2,779
|
|||||
Net
income
|
74,591
|
182,644
|
66,189
|
|||||||
Preferred
dividends requirements, net
|
1,735
|
1,865
|
2,216
|
|||||||
Income
applicable to common stock
|
$
|
72,856
|
$
|
180,779
|
$
|
63,973
|
||||
The
accompanying notes are an integral part of the condensed financial
statements.
|
CLECO
CORPORATION
|
2006
FORM 10-K/A
|
CLECO CORPORATION (Parent Company Only) |
SCHEDULE
I
|
Condensed
Balance
Sheets
|
|||||||
AT
DECEMBER 31,
|
|||||||
(THOUSANDS)
|
2006
|
2005
|
|||||
Assets
|
|||||||
Current
assets
|
|||||||
Cash
and cash equivalents
|
$
|
90,593
|
$
|
35,737
|
|||
Accounts
receivable - affiliate
|
253,467
|
209,605
|
|||||
Other
accounts receivable
|
101
|
1,321
|
|||||
Cash
surrender value of life insurance policies
|
21,011
|
17,808
|
|||||
Total
currents assets
|
365,172
|
264,471
|
|||||
Investment
in subsidiaries
|
670,390
|
578,064
|
|||||
Deferred
charges
|
7,798
|
5,917
|
|||||
Total
assets
|
$
|
1,043,360
|
$
|
848,452
|
|||
Liabilities
and shareholders’ equity
|
|||||||
Liabilities
|
|||||||
Current
liabilities
|
|||||||
Accounts
payable - affiliate
|
$
|
10,202
|
$
|
17,047
|
|||
Other
current liabilities
|
36,799
|
25,098
|
|||||
Total
current liabilities
|
47,001
|
42,145
|
|||||
Long-term
debt, net
|
100,000
|
100,000
|
|||||
Deferred
credits
|
138
|
44
|
|||||
Total
liabilities
|
147,139
|
142,189
|
|||||
Commitments
and Contingencies (Note 5)
|
|||||||
Shareholders’
equity
|
|||||||
Preferred
stock
|
|||||||
Not
subject to mandatory redemption, $100 par value, authorized 1,491,900
shares, issued 200,922 and 218,170 shares
at December
31, 2006, and
2005, respectively
|
20,092
|
21,817
|
|||||
Deferred
compensation related to preferred stock held by ESOP
|
-
|
(1,783
|
)
|
||||
Total
preferred stock not subject to mandatory redemption
|
20,092
|
20,034
|
|||||
Common
shareholders’ equity
|
|||||||
Common
stock, $1 par value, authorized 100,000,000 shares, issued 57,605,695
and 50,030,035 shares and outstanding
57,524,498 and
50,030,035 shares at December 31, 2006, and 2005,
respectively
|
57,524
|
50,030
|
|||||
Premium
on common stock
|
358,707
|
202,416
|
|||||
Retained
earnings
|
469,824
|
443,912
|
|||||
Unearned
compensation
|
-
|
(5,285
|
)
|
||||
Treasury
stock, at cost 31,957
and 36,644 shares at December 31, 2006, and 2005,
respectively
|
(616
|
)
|
(714
|
)
|
|||
Accumulated
other comprehensive loss
|
(9,310
|
)
|
(4,130
|
)
|
|||
Total
common shareholders’ equity
|
876,129
|
686,229
|
|||||
Total
shareholders’ equity
|
896,221
|
706,263
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
1,043,360
|
$
|
848,452
|
|||
The
accompanying notes are an integral part of the condensed financial
statements.
|
CLECO
CORPORATION
|
2006
FORM 10-K/A
|
CLECO CORPORATION (Parent Company Only) |
SCHEDULE
I
|
Condensed
Statements
of Cash Flows
|
||||||||||
FOR
THE YEAR ENDED DECEMBER
31,
|
||||||||||
(THOUSANDS)
|
2006
|
2005
|
2004
|
|||||||
Operating
activities
|
||||||||||
Net
cash (used
in) provided by operating activities
|
$
|
(15,054
|
)
|
$
|
184,384
|
$
|
72,592
|
|||
Investing
activities
|
||||||||||
Notes
receivable from subsidiaries
|
(8,044
|
)
|
(5,188
|
)
|
43,049
|
|||||
Investment
in subsidiaries
|
(50,000
|
)
|
(75,000
|
)
|
(17,915
|
)
|
||||
Return
of equity investment in investee
|
15,500
|
9,631
|
16,698
|
|||||||
Investment
in cost method investments
|
-
|
(1,385
|
)
|
(5,485
|
)
|
|||||
Other
investing
|
(2,897
|
)
|
(3,066
|
)
|
(6,294
|
)
|
||||
Net
cash (used
in) provided by investing activities
|
(45,441
|
)
|
(75,008
|
)
|
30,053
|
|||||
Financing
activities
|
||||||||||
Sale
of common stock
|
157,474
|
-
|
35,705
|
|||||||
Change
in short-term debt, net
|
-
|
-
|
(50,000
|
)
|
||||||
Retirement
of long-term obligations
|
-
|
(100,000
|
)
|
-
|
||||||
Dividends
paid on preferred stock
|
(2,184
|
)
|
(1,915
|
)
|
(2,350
|
)
|
||||
Dividends
paid on common stock
|
(46,871
|
)
|
(44,870
|
)
|
(42,767
|
)
|
||||
Other
financing
|
6,932
|
3,557
|
2,136
|
|||||||
Net
cash provided by (used in) financing activities
|
115,351
|
(143,228
|
)
|
(57,276
|
)
|
|||||
Net
increase (decrease)
in cash and cash equivalents
|
54,856
|
(33,852
|
)
|
45,369
|
||||||
Cash
and cash equivalents at beginning of period
|
35,737
|
69,589
|
24,220
|
|||||||
Cash
and cash equivalents at end of period
|
$
|
90,593
|
$
|
35,737
|
$
|
69,589
|
||||
Supplementary
noncash financing activity
|
||||||||||
Issuance
of treasury stock - LTICP and ESOP plans
|
$
|
99
|
$
|
173
|
$
|
1,492
|
||||
Issuance
of common stock - LTICP/ESOP/ESPP
|
$
|
4,400
|
$
|
2,820
|
$
|
4,784
|
||||
The
accompanying notes are an integral part of the condensed financial
statements.
|
CLECO
CORPORATION
|
2006
FORM 10-K/A
|
Cleco
Corporation (Parent Company Only) Notes to the Condensed Financial
Statements
|
Note 1 — Summary of Significant Accounting Policies |
Note 2 — Debt |
FOR
THE YEAR ENDED DECEMBER
31,
|
|||||||
(THOUSANDS)
|
2006
|
2005
|
|||||
Senior
notes, 7.00% due 2008
|
$
|
100,000
|
$
|
100,000
|
|||
Gross
amount of long-term debt
|
100,000
|
100,000
|
|||||
Less
amount due in one year
|
-
|
-
|
|||||
Total
long-term debt, net
|
$
|
100,000
|
$
|
100,000
|
(THOUSANDS)
|
2007
|
2008
|
2009
|
2010
|
2011
|
THEREAFTER
|
|||||||||||||
Amounts
payable under long-term debt agreements
|
$
|
-
|
$
|
100,000
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
Note 3 — Dividends and Equity Contributions |
CLECO
CORPORATION
|
2006
FORM 10-K/A
|
Note 4 — Income Taxes |
Note 5 — Commitments and Contingencies |
CLECO
CORPORATION
|
2006
FORM 10-K/A
|
CLECO CORPORATION |
SCHEDULE
II
|
VALUATION
AND QUALIFYING ACCOUNTS
Years
ended December 31, 2006,
2005 and 2004
|
|||||||||||||
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, 2006
|
$
|
1,262
|
$
|
2,874
|
$
|
3,347
|
$
|
789
|
|||||
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
|
||||
(1) Deducted
in the balance sheet
|
|||||||||||||
(2) Adjustment
due to deconsolidation of Perryville of $15,747
|
CLECO
CORPORATION
|
2006
FORM 10-K/A
|
SIGNATURES |
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
|
April
2, 2007
|
(Michael
H. Madison)
|
(Principal
Executive Officer)
|
|
/s/
Kathleen F. Nolen
|
Senior
Vice President and Chief Financial Officer
|
April
2, 2007
|
(Kathleen
F. Nolen)
|
(Principal
Financial Officer)
|
|
/s/
R. Russell Davis
|
Vice
President and Chief Accounting Officer
|
April
2, 2007
|
(R.
Russell Davis)
|
(Principal
Accounting Officer)
|
DIRECTORS*
|
||
SHERIAN
G. CADORIA
|
||
RICHARD
B. CROWELL
|
||
J.
PATRICK GARRETT
|
||
F.
BEN JAMES, JR.
|
||
ELTON
R. KING
|
||
WILLIAM
L. MARKS
|
||
RAY
B. NESBITT
|
||
ROBERT
T. RATCLIFF, SR.
|
||
WILLIAM
H. WALKER, JR.
|
||
W.
LARRY WESTBROOK
|
*By:
|
/s/
Michael H. Madison
|
April
2, 2007
|
|
(Michael
H. Madison, as Attorney-in-Fact)
|