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 25, 2003
ALLETE, 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, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements - Not applicable
(b) Pro Forma Financial Information - Not applicable
(c) Exhibits
Exhibit
Number
-------
99 - ALLETE, Inc. News Release dated April 25, 2003 announcing 2003
first quarter earnings.
ITEM 9. REGULATION FD DISCLOSURE (ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL
CONDITION)
On April 25, 2003 ALLETE, Inc. issued a press release announcing first quarter
2003 earnings which is attached to this Current Report on Form 8-K as Exhibit 99
and incorporated herein by reference in its entirety. The information is being
furnished pursuant to Item 12. Results of Operations and Financial Condition and
is being presented under Item 9. Regulation FD Disclosure in accordance with
interim guidance issued by the Securities and Exchange Commission in Release
Nos. 33-8216 and 34-47583. This information, including Exhibit 99 attached
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities
Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly set forth by
specific reference in such filing.
ALLETE Form 8-K dated April 25, 2003 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 such term is
defined in the Private Securities Litigation Reform Act of 1995) made by or on
behalf of ALLETE in this 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, risks 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 or outcomes to differ materially from those contained in forward-looking
statements:
- war and acts of terrorism;
- 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, financings, 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) as well as
general vehicle-related laws, including vehicle brokerage and auction
laws;
- unanticipated impacts of restructuring initiatives in the electric
industry;
- economic and geographic factors, including political and economic risks;
- changes in and compliance with environmental and safety laws and
policies;
- weather conditions;
- natural disasters;
- market factors affecting supply and demand for used vehicles;
- wholesale power market conditions;
- population growth rates and demographic patterns;
- the effects of competition, including the competition for retail and
wholesale customers, as well as suppliers and purchasers of vehicles;
- pricing and transportation of commodities;
- changes in tax rates or policies or in rates of inflation;
- unanticipated project delays or changes in project costs;
- unanticipated changes in operating expenses and capital expenditures;
- capital market conditions;
- competition for economic expansion or development opportunities;
- ALLETE's ability to manage expansion and integrate recent acquisitions;
and
- the outcome of legal and administrative proceedings (whether civil or
criminal) and settlements that affect 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 ALLETE Form 8-K dated April 25, 2003
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, Inc.
April 25, 2003 James K. Vizanko
----------------------------------------------
James K. Vizanko
Vice President, Chief Financial Officer
and Treasurer
ALLETE Form 8-K dated April 25, 2003 3
EXHIBIT INDEX
EXHIBIT
NUMBER
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99 - ALLETE, Inc. News Release dated April 25, 2003 announcing 2003 first
quarter earnings.
ALLETE Form 8-K dated April 25, 2003
EXHIBIT 99
[ALLETE LOGO] For Release: April 25, 2003
Contact: Eric Olson
218-723-3947
eolson@allete.com
Investor Tim Thorp
Contact: 218-723-3953
tthorp@allete.com
NEWS
ALLETE REPORTS SOLID FIRST-QUARTER EARNINGS
DULUTH, Minn.-ALLETE, Inc. (NYSE: ALE) today reported first quarter 2003
earnings of 54 cents per share, compared with 44 cents per share reported for
the first quarter a year ago. Net income was $44.3 million on revenue of $422.9
million compared with $35.2 million of net income on $368.3 million of revenue
in the first quarter of 2002.
"We are satisfied with the overall financial results for the quarter and are on
track to meet our total year expectations," said Dave Gartzke, ALLETE Chairman,
President and CEO.
Increased wholesale power sales and prices resulted in ENERGY SERVICES net
income of $12.2 million compared with $9.1 million in the first quarter of 2002.
AUTOMOTIVE SERVICES revenue climbed 12 percent and net income increased 7
percent in spite of difficult market conditions that resulted in flat sales
volume at ADESA auctions compared to last year.
In addition to net income from Water Services, this quarter's earnings from
DISCONTINUED OPERATIONS included a $9.8 million after-tax gain on the
condemnation sale of a utility system at Amelia Island, Florida. This more than
offset $7.4 million of after-tax expenses associated with efforts to sell the
Water Services businesses. In 2002, Discontinued Operations included exit
charges of $2.3 million.
The company also announced that representatives of its subsidiary, Florida Water
Services Corporation, met on April 16, 2003 with leaders of local governments
that have expressed an interest in purchasing the assets of Florida Water that
serve their residents. The governmental entities at the meeting discussed
acquiring directly from Florida Water approximately two-thirds of Florida
Water's asset base. If it proceeds with this course of action, Florida Water
would seek to sell the remaining one-third of its assets to other interested
local governments, and the water systems not sold in this process would be sold
to a private buyer.
ALLETE's corporate headquarters are located in Duluth, Minnesota. ALLETE's
holdings include ADESA, the second largest wholesale vehicle auction network in
North America; AFC, the leading provider of independent auto dealer financing;
Minnesota Power, a low-cost electric utility that serves some of the largest
industrial customers in the United States; and significant real estate holdings
in Florida. For more information about ALLETE, visit the company's Web site at
www.allete.com.
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.
###
[RECYCLE LOGO] recycled paper
ALLETE - 30 West Superior Street, Duluth, Minnesota 55802
www.allete.com
ALLETE NEWS RELEASE PAGE 2
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ALLETE, INC.
CONSOLIDATED STATEMENT OF INCOME
FOR THE PERIODS ENDED MARCH 31, 2003 AND 2002
Millions Except Per Share Amounts
QUARTER ENDED
2003 2002
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OPERATING REVENUE
Energy Services $179.1 $142.9
Automotive Services 232.9 208.8
Investments 10.9 16.6
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Total Operating Revenue 422.9 368.3
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OPERATING EXPENSES
Fuel and Purchased Power 67.4 49.4
Operations 276.2 246.2
Interest 14.8 15.9
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Total Operating Expenses 358.4 311.5
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OPERATING INCOME FROM CONTINUING OPERATIONS 64.5 56.8
DISTRIBUTIONS ON REDEEMABLE
PREFERRED SECURITIES OF ALLETE CAPITAL I 1.5 1.5
INCOME TAX EXPENSE 24.6 21.7
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INCOME FROM CONTINUING OPERATIONS 38.4 33.6
INCOME FROM DISCONTINUED OPERATIONS 5.9 1.6
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NET INCOME $ 44.3 $ 35.2
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AVERAGE SHARES OF COMMON STOCK
Basic 82.2 80.4
Diluted 82.3 81.0
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BASIC AND DILUTED
EARNINGS PER SHARE OF COMMON STOCK
Continuing Operations $0.47 $0.42
Discontinued Operations 0.07 0.02
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$0.54 $0.44
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DIVIDENDS PER SHARE OF COMMON STOCK $0.2825 $0.275
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ALLETE, INC.
CONSOLIDATED BALANCE SHEET
Millions
MAR. 31, DEC. 31,
2003 2002
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ASSETS
Current Assets $ 749.7 $ 658.4
Property, Plant and Equipment 1,388.4 1,364.7
Investments 172.6 170.9
Goodwill 502.4 499.8
Other 118.1 107.3
Discontinued Operations 342.5 346.1
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TOTAL ASSETS $3,273.7 $3,147.2
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities $ 788.6 $ 738.2
Long-Term Debt 670.2 661.3
Other Liabilities 290.3 277.4
Discontinued Operations 170.6 162.9
Mandatorily Redeemable Preferred
Securities of ALLETE Capital I 75.0 75.0
Shareholders' Equity 1,279.0 1,232.4
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $3,273.7 $3,147.2
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ALLETE NEWS RELEASE PAGE 3
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QUARTER ENDED
MARCH 31,
ALLETE, INC. 2003 2002
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NET INCOME
Millions
Energy Services $12.2 $ 9.1
Automotive Services 26.7 24.9
Investments and Corporate Charges (0.5) (0.4)
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Income from Continuing Operations 38.4 33.6
Income from Discontinued Operations 5.9 1.6
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Net Income $44.3 $35.2
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DILUTED EARNINGS PER SHARE
Continuing Operations $0.47 $0.42
Discontinued Operations 0.07 0.02
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$0.54 $0.44
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Discontinued operations included the operating results of ALLETE's Water Services businesses, its auto transport business, its
vehicle registration import business and its retail stores. During the first three months of 2002 ALLETE included $2.3 million,
or $0.02 per share, in charges to complete the exit from its auto transport business and its retail stores.
QUARTER ENDED
MARCH 31,
ALLETE, INC. 2003 2002
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STATISTICAL DATA
CORPORATE
Common Stock
High $24.05 $29.43
Low $18.75 $24.25
Close $20.76 $29.09
Book Value $14.86 $13.87
ENERGY SERVICES
Millions of Kilowatthours Sold
Utility
Retail
Residential 312.9 285.7
Commercial 326.4 314.6
Industrial 1,718.5 1,649.8
Other 20.5 19.8
Resale 407.9 442.9
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2,786.2 2,712.8
Nonregulated 419.1 83.6
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3,205.3 2,796.4
AUTOMOTIVE SERVICES
Vehicles Sold
Wholesale 462,000 461,000
Total Loss 49,000 45,000
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511,000 506,000
Conversion Rate - Wholesale Vehicles 62.4% 65.6%
Vehicles Financed 233,000 237,000