SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) - OCTOBER 18, 2000 ALLETE (legally incorporated as Minnesota Power, Inc.) A Minnesota Corporation Commission File No. 1-3548 IRS Employer Identification No. 41-0418150 30 West Superior Street Duluth, Minnesota 55802-2093 Telephone - (218) 279-5000
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS The following exhibit of ALLETE is filed herewith in accordance with Item 601 of Regulation S-K: Exhibit Number 99 - ALLETE News Release dated October 18, 2000. -1-
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALLETE -------------------------------------------- (Registrant) October 18, 2000 D. G. Gartzke -------------------------------------------- D. G. Gartzke Senior Vice President - Finance and Chief Financial Officer -2-
EXHIBIT INDEX Exhibit Number 99 - ALLETE News Release dated October 18, 2000
[ALLETE LOGO] For Release: October 18, 2000 Contact: Terry Johnson NEWS (218) 723-3934 tmjohnson@allete.com Investor contact: Tim Thorp (218) 723-3953 tthorp@allete.com ALLETE THIRD QUARTER EARNINGS ON TARGET; ANNUAL EARNINGS -------------------------------------------------------- GROWTH TARGET HIKED TO 12 PERCENT FOR 2001 ------------------------------------------ ALLETE (NYSE: ALE) today reported third quarter earnings of 50 cents per share, meeting analysts' expectations and matching last year's strong third quarter results. Third quarter net income was $35 million on quarterly revenue of $323.5 million compared to net income of $34.5 million on revenue of $308 million a year ago. "We are on track to achieve our target of 10 percent annual earnings growth for 2000," said Edwin L. Russell, chief executive officer of ALLETE. "Equally important, our automotive acquisitions have positioned us to grow earnings by 12 percent in 2001." Russell noted that ADESA recently acquired 24 auto auctions in three different transactions. Based on twelve-month-ended historical data, the newly acquired auctions sold about 600,000 vehicles, generating revenue of approximately $200 million. AUTOMOTIVE SERVICES continued its double-digit growth in net income. The number of vehicles sold at ADESA auctions increased 23 percent. Same store growth increased 13 percent as measured by earnings before interest, taxes, depreciation, amortization and lease expense. Vehicles financed by Automotive Finance Corporation were up 6.5 percent over the same period last year. In addition, AFC's loan portfolio is up 15 percent over 1999 to $395 million. Third quarter net income from INVESTMENTS was lower than 1999 because of two large real estate transactions that occurred last year. Overall, year-to-date results for real estate are ahead of last year, although they typically vary from quarter to quarter, depending on the timing of major transactions. Net income from the company's securities portfolio and emerging technology investments posted strong increases over last year. In ENERGY SERVICES, sales to industrial, commercial and residential customers were up 13 percent and exceeded record levels that were achieved in 1999. Net income, however, declined by $7.2 million due in large part to a lack of demand in the region's power market as a result of more moderate summer weather. Transmission constraints were also a factor. Net income from WATER SERVICES was steady. - more - [RECYCLE LOGO] recycled paper ALLETE - 30 West Superior Street, Duluth, Minnesota 55802 www.allete.com
ALLETE News Release Page 2 - -------------------------------------------------------------------------------- ALLETE is a multi-services company with corporate headquarters in Duluth, Minnesota. Holdings include the second largest wholesale automobile auction network in North America; the leading provider of independent auto dealer inventory financing; the largest investor-owned water utilities in Florida and North Carolina; significant real estate holdings in Florida and a low-cost electric utility that serves some of the largest industrial customers in the United States. The statements contained in this release and statements that the company may make orally in connection with this release that are not historical facts are forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements. These forward-looking statements involve risks and uncertainties and investors are directed to the risks discussed in documents filed by the company with the Securities and Exchange Commission. ### [RECYCLE LOGO] recycled paper ALLETE - 30 West Superior Street, Duluth, Minnesota 55802 www.allete.com
ALLETE News Release Page 3 - -------------------------------------------------------------------------------- ALLETE CONSOLIDATED STATEMENT OF INCOME FOR THE PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 Millions Except Per Share Amounts Quarter Ended Year to Date 2000 1999 2000 1999 - ---------------------------------------------------------------------------------------------------------------- OPERATING REVENUE Energy Services $146.1 $154.8 $426.6 $422.3 Automotive Services 137.4 105.5 386.6 306.3 Water Services 30.2 31.1 89.9 85.4 Investments 9.8 16.6 70.0 30.9 ------ ------ ------ ------ Total Operating Revenue 323.5 308.0 973.1 844.9 ------ ------ ------ ------ OPERATING EXPENSES Fuel and Purchased Power 61.7 54.9 171.6 154.8 Operations 196.7 180.4 595.8 515.3 Interest Expense 15.7 15.1 47.2 43.7 ------ ------ ------ ------ Total Operating Expenses 274.1 250.4 814.6 713.8 ------ ------ ------ ------ OPERATING INCOME BEFORE CAPITAL RE AND ACE 49.4 57.6 158.5 131.1 INCOME (LOSS) FROM INVESTMENT IN CAPITAL RE AND RELATED DISPOSITION OF ACE - 0.3 48.0 (15.5) ------ ------ ------ ------ OPERATING INCOME 49.4 57.9 206.5 115.6 DISTRIBUTIONS ON REDEEMABLE PREFERRED SECURITIES OF SUBSIDIARY 1.5 1.5 4.5 4.5 INCOME TAX EXPENSE 12.9 21.9 72.4 53.8 ------ ------ ------ ------ NET INCOME $ 35.0 $ 34.5 $129.6 $ 57.3 ====== ====== ====== ====== AVERAGE SHARES OF COMMON STOCK Basic 70.0 68.6 69.6 68.2 Diluted 70.4 68.9 69.8 68.4 EARNINGS PER SHARE OF COMMON STOCK Basic $0.50 $0.50 $1.85 $0.82 Diluted $0.50 $0.50 $1.84 $0.82 ALLETE CONSOLIDATED BALANCE SHEET Millions Sept. 30, Dec. 31, 2000 1999 - --------------------------------------------------------------------- ASSETS Current Assets $ 716.7 $ 564.5 Property, Plant and Equipment 1,327.3 1,258.8 Investments 115.3 197.2 Goodwill 326.4 181.0 Other 110.7 111.1 --------- --------- TOTAL ASSETS $ 2,596.4 $ 2,312.6 ========= ========= Sept. 30, Dec. 31, 2000 1999 - --------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities $ 643.9 $ 398.3 Long-Term Debt 709.2 712.8 Other Liabilities 272.9 289.2 Mandatorily Redeemable Preferred Securities of ALLETE Capital I 75.0 75.0 Redeemable Serial Preferred Stock - 20.0 Stockholders' Equity 895.4 817.3 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,596.4 $ 2,312.6 ========= ========= [RECYCLE LOGO] recycled paper ALLETE - 30 West Superior Street, Duluth, Minnesota 55802 www.allete.com
ALLETE News Release Page 4 - -------------------------------------------------------------------------------- QUARTER ENDED YEAR TO DATE SEPTEMBER 30, SEPTEMBER 30, ALLETE 2000 1999 2000 1999 - ----------------------------------------------------------------------------------------------------------------- NET INCOME Millions Energy Services $ 11.4 $ 18.6 $ 31.4 $ 38.2 Automotive Services 15.4 9.7 42.0 31.3 Water Services 3.8 3.9 10.3 9.6 Investments 5.0 6.2 26.7 15.5 Corporate Charges (0.6) (3.9) (11.2) (13.2) ------ ------ ------ ------ Net Income Before Capital Re and ACE 35.0 34.5 99.2 81.4 Capital Re and ACE Transactions * - - 30.4 (24.1) ------ ------ ------ ------ Net Income $ 35.0 $ 34.5 $129.6 $ 57.3 DILUTED EARNINGS PER SHARE Before Capital Re and ACE Transactions $ 0.50 $ 0.50 $ 1.40 $ 1.17 Capital Re and ACE Transactions * - - 0.44 (0.35) ------ ------ ------ ------ $ 0.50 $ 0.50 $ 1.84 $ 0.82 --------------- * In May 2000 ALLETE sold its investment in ACE Limited (ACE) common stock, which resulted in an after-tax gain of $30.4 million, or $.44 per share. The ACE shares were received in December 1999 upon completion of ACE's merger with Capital Re Corporation (Capital Re). During 1999 ALLETE recorded an aggregate $36.2 million, or $0.52 per share after-tax non-cash charge in connection with the valuation and exchange of its investment in Capital Re stock for the ACE shares, including a $24.1 million, or $0.35 per share charge in the second quarter. QUARTER ENDED YEAR TO DATE SEPTEMBER 30, SEPTEMBER 30, ALLETE 2000 1999 2000 1999 - ----------------------------------------------------------------------------------------------------------------- STATISTICAL DATA CORPORATE Common Stock High $24.25 $19.88 $24.25 $22.09 Low $17.31 $16.56 $14.75 $16.56 Close $22.13 $17.56 $22.13 $17.56 Book Value $12.02 $10.61 $12.02 $10.61 ENERGY SERVICES Millions of Kilowatthours Sold Retail Residential 202.2 202.4 652.0 648.2 Commercial 286.3 273.2 808.1 777.5 Industrial 1,714.0 1,465.7 5,152.3 4,726.8 Other 19.2 20.0 54.8 54.9 Resale 644.6 834.9 2,178.6 2,294.6 ------- ------- ------- ------- 2,866.3 2,796.2 8,845.8 8,502.0 AUTOMOTIVE SERVICES Vehicles Sold 337,000 274,000 940,000 804,000 Vehicles Financed 198,000 186,000 595,000 509,000 EBITDAL (Millions) ** $43.1 $29.2 $117.1 $89.1 WATER SERVICES Millions of Gallons Billed Florida Water Services Water 4,704.3 4,309.0 14,656.2 13,328.9 Wastewater 1,246.7 1,179.8 4,007.3 3,688.9 Heater Utilities Water 950.0 1,064.8 2,606.8 2,327.8 - --------------- ** Earnings Before Interest, Taxes, Depreciation, Amortization and Lease Expense [RECYCLE LOGO] recycled paper ALLETE - 30 West Superior Street, Duluth, Minnesota 55802 www.allete.com