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) - APRIL 18, 2001 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 April 18, 2001. -1-
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, ALLETE is hereby filing cautionary statements identifying important factors that could cause ALLETE's actual results to differ materially from those projected in forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) made by or on behalf of ALLETE which are made in this current report on Form 8-K, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," "will likely result," "will continue" or similar expressions) are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties and are qualified in their entirety by reference to, and are accompanied by, the following important factors, which are difficult to predict, contain uncertainties, are beyond the control of ALLETE and may cause actual results to differ materially from those contained in forward-looking statements: - prevailing governmental policies and regulatory actions, including those of the United States Congress, state legislatures, the Federal Energy Regulatory Commission, the Minnesota Public Utilities Commission, the Florida Public Service Commission, the North Carolina Utilities Commission, the Public Service Commission of Wisconsin and various county regulators, about allowed rates of return, industry and rate structure, acquisition and disposal of assets and facilities, operation and construction of plant facilities, recovery of purchased power and capital investments, and present or prospective wholesale and retail competition (including but not limited to transmission costs); - economic and geographic factors, including political and economic risks; - changes in and compliance with environmental and safety laws and policies; - weather conditions; - population growth rates and demographic patterns; - competition for retail and wholesale customers; - pricing and transportation of commodities; - market demand, including structural market changes; - changes in tax rates or policies or in rates of inflation; - changes in project costs; - unanticipated changes in operating expenses and capital expenditures; - capital market conditions; - competition for new energy development opportunities; and - legal and administrative proceedings (whether civil or criminal) and settlements that influence the business and profitability of ALLETE. Any forward-looking statement speaks only as of the date on which that statement is made, and ALLETE undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which that statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of those factors, nor can it assess the impact of each of those factors on the businesses of ALLETE or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. -2-
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 (legally incorporated as Minnesota Power, Inc.) April 18, 2001 D. G. Gartzke ------------------------------------------------ D. G. Gartzke Senior Vice President - Finance and Chief Financial Officer -3-
EXHIBIT INDEX Exhibit Number 99 - ALLETE News Release dated April 18, 2001
For Release: April 18, 2001 Contact: Eric Olson 218-723-3947 [ALLETE LOGO] eolson@allete.com Investor contact: Tim Thorp 218-723-3953 NEWS tthorp@allete.com ALLETE REPORTS SOLID FIRST QUARTER EARNINGS ------------------------------------------- ALLETE (NYSE: ALE) today announced earnings of 46 cents per share for the first quarter of 2001, compared to 43 cents for the first quarter of 2000. Net income was up 8 percent to $32.9 million on quarterly revenue of $413.0 million, compared to $30.4 million of net income and $322.6 million in revenue a year ago. "Each of our four businesses performed well this quarter," said Ed Russell, ALLETE President and CEO. "Our diverse strengths in basic necessities - cars, electricity, water and real estate - continue to help us prosper during times of economic challenge." AUTOMOTIVE SERVICES showed continued growth with net income for the quarter rising by $5.8 million. The 49 percent increase over the same period last year was due in large part to acquisitions made in 2000 and increased financing activity at Automotive Finance Corporation. ENERGY SERVICES posted an 11 percent increase in net income due to a combination of factors. Property taxes and O&M expenses were down compared to a year ago. Wholesale, residential and commercial margins were higher than last year and helped offset a decrease in industrial margins. WATER SERVICES experienced continued strong customer growth of 6 percent over the period. In addition, higher rates in North Carolina, productivity enhancements and an escrow fund adjustment in Florida helped this business segment achieve a 29 percent increase in net income for the quarter over last year. INVESTMENTS reported a $6.0 million decrease in net income for the quarter, primarily due to three large real estate transactions that occurred in the first quarter of 2000. ALLETE Properties recently announced that its largest sale ever is expected to close in June 2001. The company's securities portfolio saw strong returns in 2001 compared to 2000, but had less cash to invest due to ALLETE's significant acquisition activity during the past year. - more -
ALLETE News Release Page 2 - -------------------------------------------------------------------------------- ALLETE is a multi-services company with corporate headquarters in Duluth, Minnesota. ALLETE's holdings include the second largest wholesale automobile auction network in North America; the leading provider of independent auto dealer inventory financing; the largest private 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 ALLETE 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 ALLETE WITH THE SECURITIES AND EXCHANGE COMMISSION. ###
ALLETE News Release Page 3 - -------------------------------------------------------------------------------- ALLETE CONSOLIDATED STATEMENT OF INCOME FOR THE PERIODS ENDED MARCH 31, 2001 AND 2000 Millions Except Per Share Amounts YEAR TO DATE 2001 2000 - -------------------------------------------------------------------------------- OPERATING REVENUE Energy Services $159.4 $141.6 Automotive Services 211.1 119.5 Water Services 29.5 28.0 Investments 13.0 33.5 - -------------------------------------------------------------------------------- Total Operating Revenue 413.0 322.6 - -------------------------------------------------------------------------------- OPERATING EXPENSES Fuel and Purchased Power 62.4 53.1 Operations 272.6 201.2 Interest Expense 22.0 16.3 - -------------------------------------------------------------------------------- Total Operating Expenses 357.0 270.6 - -------------------------------------------------------------------------------- OPERATING INCOME 56.0 52.0 DISTRIBUTIONS ON REDEEMABLE PREFERRED SECURITIES OF SUBSIDIARY 1.5 1.5 INCOME TAX EXPENSE 21.6 20.1 - -------------------------------------------------------------------------------- NET INCOME $ 32.9 $ 30.4 - -------------------------------------------------------------------------------- AVERAGE SHARES OF COMMON STOCK Basic 71.2 69.1 Diluted 71.8 69.2 EARNINGS PER SHARE OF COMMON STOCK Basic $0.46 $0.43 Diluted $0.46 $0.43 DIVIDENDS PER SHARE OF COMMON STOCK $0.2675 $0.2675 - -------------------------------------------------------------------------------- ALLETE CONSOLIDATED BALANCE SHEET Millions MAR. 31, DEC. 31, 2001 2000 - --------------------------------------------------------------------- ASSETS Current Assets $ 871.0 $ 731.0 Property, Plant and Equipment 1,493.5 1,479.7 Investments 118.0 116.4 Goodwill 499.5 472.8 Other 115.5 114.1 - --------------------------------------------------------------------- TOTAL ASSETS $3,097.5 $2,914.0 - --------------------------------------------------------------------- MAR. 31, DEC. 31, 2001 2000 - --------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities $ 755.4 $ 707.0 Long-Term Debt 1,069.5 952.3 Other Liabilities 280.1 278.9 Mandatorily Redeemable Preferred Securities of ALLETE Capital I 75.0 75.0 Stockholders' Equity 917.5 900.8 - --------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,097.5 $2,914.0 - ---------------------------------------------------------------------
ALLETE News Release Page 4 - -------------------------------------------------------------------------------- YEAR TO DATE MARCH 31, ALLETE 2001 2000 - -------------------------------------------------------------------------------- NET INCOME Millions Energy Services $11.9 $10.7 Automotive Services 17.7 11.9 Water Services 3.1 2.4 Investments 5.5 11.5 Corporate Charges (5.3) (6.1) - -------------------------------------------------------------------------------- Net Income $32.9 $30.4 - -------------------------------------------------------------------------------- DILUTED EARNINGS PER SHARE $0.46 $0.43 STATISTICAL DATA CORPORATE Common Stock High $26.00 $18.06 Low $20.19 $14.75 Close $25.82 $16.63 Book Value $12.13 $11.45 ENERGY SERVICES Millions of Kilowatthours Sold Retail Residential 270.4 257.8 Commercial 285.4 276.8 Industrial 1,524.3 1,719.0 Other 18.8 18.3 Resale 814.1 847.8 - -------------------------------------------------------------------------------- 2,913.0 3,119.7 AUTOMOTIVE SERVICES Vehicles Sold 500,000 295,000 Vehicles Financed 221,000 195,000 EBITDAL (Millions) ** $57.8 $34.4 WATER SERVICES Millions of Gallons Billed Florida Water Services Water 4,344.3 4,238.2 Wastewater 1,297.0 1,289.4 Heater Utilities Water 672.1 683.5 - --------------- ** Earnings Before Interest, Taxes, Depreciation, Amortization and Lease Expense [LOGO] recycled paper ALLETE - 30 West Superior Street, Duluth, Minnesota 55802 www.allete.com