April 26, 2000
Securities and Exchange Commission
Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
Gentlemen:
We are transmitting herewith Vectren Corporation's
Current Report on Form 8-K.
Very truly yours,
/s/James A.Hummel, II
James A.Hummel, II
JH:tmw
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of
15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 26, 2000
VECTREN CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 1-15467 35-2086905
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification
No.)
20 N.W. Fourth Street
Evansville, Indiana 47741
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (812)465-5300
N/A
(Former name or address, if changed since last report.)
Item 5. Other Events
On April 26, 2000, Vectren Corporation (the Company)
released summary financial information to the investment
community regarding the Company's results of operations,
financial position and cash flows for the three- and twelve-
month periods ended March 31, 2000. The financial
information released is included herein. This information
is summary in nature, does not include footnote disclosures
and should not be considered complete financial statements.
In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the
Company, is hereby filing cautionary statements identifying
important factors that could cause actual results of the
company and its subsidiaries, including, Indiana Gas
Company, Inc. and Southern Indiana Gas and Electric Company,
to differ materially from those projected in forward-looking
statements of the Company and its subsidiaries made by, or
on behalf of, the Company and its subsidiaries.
Item 7. Exhibits
99-1 Press Release - First Quarter 2000
99-2 Financial Analyst Report - First Quarter 2000
99-3 Cautionary Statement for Purposes of the "Safe
Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995
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 hereunto duly
authorized.
VECTREN CORPORATION
April 26, 2000
By: /s/ M. Susan Hardwick
M. Susan Hardwick
Vice President and Controller
VECTREN CORPORATION
REPORTS CONSOLIDATED EARNINGS;
DIVIDEND DECLARED
EVANSVILLE -Vectren Corporation (NYSE:VVC), formed on March 31,
2000 from the combination of Indiana Energy, Inc. and SIGCORP,
Inc., today reported financial results for fiscal 2000's first
quarter. Consolidated net income before merger related charges
was $41.4 million ($.68 EPS) for the quarter ended March 31,
2000, as compared to the combined net income of the predecessor
companies of $40.7 million ($.66 EPS) for the same period in
1999. Reported net income and earnings per share for the current
period were $22.1 million and $.36 per share, respectively.
The companies expect to realize net merger savings of nearly $200
million over ten years from the elimination of duplicate
corporate and administrative programs and greater efficiencies in
operations, business processes and purchasing. Merger costs
expensed at March 31 totaled $27.2 million ($19.3 million, net of
tax or $.32 EPS). More than one third ($10.2 million) of the
charge relates to transaction costs. In addition, costs were
incurred related to severance and other merger integration
activities. The continued merger integration activities, which
will contribute to the net merger savings, will be substantially
complete by 2001.
Lower utility margins resulting from weather that was 17 percent
warmer than normal and 10 percent warmer than the prior period
decreased earnings per share by $. 06. The significant weather
impact on utility margin was offset by a $4.9 million after-tax
gain ($.08 EPS) resulting from restructuring of SIGCORP's
investment in SIGECOM, an integrated communications provider.
"Our quarterly results represent a significant step toward
achieving our growth objectives. We have certainly met the
challenges of running our business in exceptionally warm weather
while completing the Vectren merger transaction," said Niel C.
Ellerbrook, Vectren's chairman and chief executive officer.
VECTREN DECLARES FIRST DIVIDEND
Today, the board of directors of Vectren declared a cash dividend
of 24.25 cents per share of common stock. The dividend is
payable June 1, 2000, to shareholders of record as of May 15,
2000.
Vectren, headquartered in Evansville, Indiana through its
regulated subsidiaries Indiana Gas and SIGECO, offers gas and/or
electricity to more than 650,000 customers in adjoining service
areas that cover nearly two-thirds of Indiana. Vectren's non-
regulated subsidiaries currently offer energy-related products
and services, including energy marketing, fiber-optic based
communication services, and utility related services including
materials management, debt collections, locating, meter reading
and trenching services to customers throughout the surrounding
region. In December 1999 (prior to its merger with SIGCORP, Inc.
to form Vectren), Indiana Energy, Inc. announced the planned
acquisition of the natural gas distribution business of Dayton
Power and Light Company. This acquisition is expected to close
later this year and bring Vectren's total customer count to one
million. To learn more about Vectren visit
http://www.vectren.com.
<TABLE>
SUMMARY OF CONSOLIDATED EARNINGS DATA:
Three Months Ended
March 31
(In Thousands Except Per Share 2000 1999
Data)
<S> <C> <C>
Operating Revenues
$359,444 $321,033
Net Income
22,125 40,723
Net Income Before Merger
Related Charges 41,425 40,723
Basic Earnings Per Average
Common Share $ 0.36 $ 0.66
Diluted Earnings Per Average
Common Share $ 0.36 $ 0.66
Earnings Per Share Before
Merger Related Charges
$ 0.68 $ 0.66
Average Common Shares
Outstanding 61,299 61,301
</TABLE>
<TABLE>
Twelve Months Ended
March 31
(In Thousands Except Per Share 2000 1999
Data)
<S> <C> <C>
Operating Revenues
$1,106,828 $1,010,759
Net Income
72,150 87,755
Net Income Before Merger
Related Charges 91,450 87,755
Basic Earnings Per Average
Common Share $ 1.18 $ 1.43
Diluted Earnings Per Average
Common Share $ 1.18 $ 1.42
Earnings Per Share Before
Merger Related Charges $ 1.50 $ 1.43
Average Common Shares
Outstanding 61,298 61,499
</TABLE>
NOTE: Net income (loss) for the three-month period ended March 31
is not indicative of net income (loss) for an annual period due
to seasonal sales of electric and gas for space heating and
cooling purposes.
This press release may contain forward-looking statements.
Vectren wishes to caution readers that actual results could
differ materially from those that will be projected in our
discussions. Additional detailed information concerning a number
of factors that could cause actual results to differ materially
from the information that is provided to you is readily available
in our report Form 8K filed with the Securities and Exchange
Commission on April 26, 2000.
Investor Contact: Steven M. Schein, VP-Investor Relations, 812-
491-4209, [email protected]
Media Contact: Jeffrey W. Whiteside, VP-Corporate Communications,
812-491-4205, [email protected]
Vectren Corporation, P.O. Box 209, Evansville, IN 47702-0209
<TABLE>
Vectren Corporation
Highlights March 31, March 31,
(Unaudited) 2000 1999
<S> <C> <C>
Basic and Diluted Earnings Per Average Share:
Three Months Ended -
Indiana Gas $ 0.14 $ 0.39
SIGECO $ 0.07 $ 0.20
Vectren Enterprises/Generation Svcs $ 0.14 $ 0.05
Vectren Resources/Other $ 0.01 $ 0.02
Total $ 0.36 $ 0.66
Twelve Months Ended -
Indiana Gas $ 0.24 $ 0.51
SIGECO $ 0.61 $ 0.68
Vectren Enterprises/Generation Svcs $ 0.21 $ 0.13
Vectren Resources/Other $ 0.12 $ 0.11
Total $ 1.18 $ 1.43
Dividends Paid (per common share, 12 months) $ 0.95 $ 0.91
Annualized Dividend $ 0.97 $ 0.93
Dividend Payout Ratio 80.5% 63.6%
Dividend to Book Value 8.3% 8.1%
Return on Average Shareholder Equity 10.2% 12.7%
Book Value Per Share $ 11.70 $ 11.42
Percent Internally Generated Funds-Utility 60% 85%
Ratio of Earnings to Fixed Charges-SEC Method
Consolidated 3.3 4.1
Utility Group 3.2 4.2
Credit Ratings:
Indiana Gas AA- / Aa2 AA- / Aa2
SIGECO AA / Aa2 AA / Aa2
Diluted earnings per share for the 12 months ended March 31, 1999, total
$1.42. Basic and diluted earnings per share for all other periods
presented are equal.
</TABLE>
<TABLE>
For 3 Months For 12 Months
SELECTED UTILITY Ended March 31 Ended March 31
OPERATING STATISTICS
(Unaudited) 2000 1999 2000 1999
<S> <C> <C> <C> <C>
WEATHER AS A PERCENT OF NORMAL:
Heating Degree Days 83% 92% 83% 87%
Cooling Degree Days - - 94% 116%
GAS MARGIN (Thousands):
Operating Revenues 200,845 191,182 509,236 485,393
Cost of Gas 118,527 103,499 281,457 260,516
Margin 82,318 87,683 227,779 224,877
ELECTRIC MARGIN (Thousands):
Operating Revenues 72,990 70,987 309,572 303,625
Cost of Fuel & Purchased Power 21,679 20,130 94,495 92,261
Margin 51,311 50,857 215,077 211,364
GAS SOLD & TRANSPORTED (MDth):
Residential 23,691 26,478 48,923 50,829
Commercial 9,528 10,117 19,938 20,307
Contract 23,325 22,652 79,147 75,080
56,544 59,247 148,008 146,216
ELECTRICITY SOLD (MWh):
Residential 316,034 345,857 1,341,757 1,357,920
Commercial 290,617 291,870 1,302,755 1,253,296
Industrial 598,400 550,298 2,464,092 2,280,999
Miscellaneous Sales 5,270 5,476 19,161 20,009
Total Retail 1,210,321 1,193,501 5,127,765 4,912,224
Municipals and Jasper 157,974 143,183 674,246 634,345
Alcoa Generating Corporation 22,268 117,633 219,082 417,920
Other Wholesale 359,006 237,663 977,211 983,965
1,749,569 1,691,980 6,998,304 6,948,454
GAS OPERATING REVENUES (Thousands):
Residential 136,090 133,288 331,959 321,607
Commercial 49,532 47,063 115,235 111,541
Contract 11,591 11,051 52,788 50,868
Miscellaneous Revenue 3,632 (220) 9,254 1,377
200,845 191,182 509,236 485,393
ELECTRIC OPERATING REVENUES (Thousands):
Residential 20,235 21,566 89,470 90,158
Commercial 15,881 16,406 69,381 67,911
Industrial 19,369 17,836 81,064 75,467
Miscellaneous Revenue 1,409 578 7,973 7,076
Total Retail 56,894 56,386 247,888 240,612
Municipals and Jasper 5,352 5,055 23,841 22,779
Alcoa Generating Corporation 552 2,539 6,078 10,175
Other Wholesale 10,192 7,007 31,765 30,059
72,990 70,987 309,572 303,625
AVERAGE GAS CUSTOMERS:
Residential 569,674 554,522 557,435 544,442
Commercial 57,249 56,006 56,281 55,176
Contract 1,257 1,249 1,250 1,263
628,180 611,777 614,966 600,881
AVERAGE ELECTRIC CUSTOMERS:
Residential 110,289 108,425 109,457 107,707
Commercial 16,454 15,873 16,141 15,619
Industrial 171 175 173 175
126,914 124,473 125,771 123,501
</TABLE>
<TABLE>
VECTREN CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Thousands except per share data)
(Unaudited)
Three Months Twelve Months
Ended March 31 Ended March 31
2000 1999 2000 1999
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Electric utility $ 72,990 $ 70,987 $ 309,572 $ 303,625
Gas utility 200,845 191,182 509,236 485,393
Energy services and other 85,609 58,864 288,020 221,741
Total operating revenues 359,444 321,033 1,106,828 1,010,759
OPERATING EXPENSES:
Fuel for electric generation 16,573 15,628 67,250 65,940
Purchased electric energy 3,477 3,262 21,006 22,338
Cost of gas sold 118,527 103,499 281,457 260,516
Cost of energy services and other 81,722 56,170 273,142 210,740
Other operating 46,426 44,833 191,215 185,601
Merger Costs 27,181 - 27,181 -
Depreciation and amortization 22,662 21,225 88,435 82,658
Taxes other than income taxes 8,600 8,283 30,227 27,178
Total operating expenses 325,168 252,900 979,913 854,971
OPERATING INCOME 34,276 68,133 126,915 155,788
OTHER INCOME
Equity in earnings of unconsolidated 2,502 4,179 3,689 6,820
Other - net 12,393 1,907 25,664 11,299
Total other income 14,895 6,086 29,353 18,119
INTEREST EXPENSE 12,273 10,170 44,965 40,004
INCOME BEFORE PREFERRED DIVIDENDS AND
INCOME TAXES 36,898 64,049 111,303 133,903
PREFERRED DIVIDEND REQUIREMENTS
OF SUBSIDIARY 269 270 1,077 1,091
INCOME BEFORE INCOME TAXES 36,629 63,779 110,226 132,812
INCOME TAXES 14,362 22,986 37,433 44,762
NET INCOME BEFORE MINORITY INTEREST 22,267 40,793 72,793 88,050
MINORITY INTEREST IN SUBSIDIARY 142 70 643 295
NET INCOME $ 22,125 $ 40,723 $ 72,150 $ 87,755
AVERAGE COMMON SHARES OUTSTANDING 61,299 61,301 61,298 61,499
BASIC EARNINGS PER AVERAGE SHARE
OF COMMON STOCK $ 0.36 $ 0.66 $ 1.18 $ 1.43
DILUTED EARNINGS PER AVERAGE SHARE
OF COMMON STOCK $ 0.36 $ 0.66 $ 1.18 $ 1.42
</TABLE>
<TABLE>
VECTREN CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
(Thousands - Unaudited)
March 31 December 31
2000 1999 1999
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 42,434 $ 51,858 $ 17,351
Temporary investments (at market) 1,032 747 903
Accounts receivable, less reserves of
$4,863, $5,091 and $3,949 142,270 109,061 123,612
Accrued unbilled revenues 32,651 37,877 55,370
Inventories 38,690 50,227 58,863
Prepaid gas delivery service 114 - 20,937
Prepayments and other current assets 29,463 15,310 28,676
Total current assets 286,654 265,080 305,712
Utility Plant:
Original cost 2,375,474 2,288,219 2,367,831
Less accumulated depreciation and
amortization 1,042,326 988,403 1,031,498
Net utility plant 1,333,148 1,299,816 1,336,333
Other Investments and Property 285,937 191,838 260,713
Deferred Charges and Other Assets 72,759 69,428 80,300
TOTAL ASSETS $1,978,498 $1,826,162 $1,983,058
</TABLE>
<TABLE>
VECTREN CORPORATION
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
(Thousands - Unaudited)
March 31 December 31
2000 1999 1999
<S> <C> <C> <C>
Current Liabilities:
Current maturities of long-term debt
and other obligations $ 53,890 $ 108,883 $ 53,880
Notes payable 171,921 122,912 208,234
Accounts payable 88,580 72,635 95,827
Refunds to customers 23,495 40,244 27,396
Accrued taxes 53,779 33,883 26,602
Accrued interest 7,058 8,275 12,097
Other current liabilities 72,779 50,214 52,058
Total current liabilities 471,502 437,046 476,094
Deferred Credits and Other Liabilities:
Deferred income taxes 208,456 204,494 215,520
Accrued postretirement benefits other
than pensions 42,346 39,075 40,942
Unamortized investment tax credit 24,934 27,293 25,524
Other 8,038 7,570 8,297
Total deferred credits and other
liabilities 283,774 278,432 290,283
Minority interest in subsidiary 1,146 777 916
Capitalization:
Long-term debt and other obligations 485,770 388,459 486,726
Preferred stock:
Redeemable 8,076 8,192 8,192
Nonredeemable 11,090 11,090 11,090
Total preferred stock 19,166 19,282 19,282
Common stock - issued and outstanding 61,299
61,439 and 61,467 shares respectively 215,917 215,124 215,917
Retained earnings 501,223 487,082 493,918
Accumulated other comprehensive income - (40) (78)
Total common shareholders' equity 717,140 702,166 709,757
Total capitalization 1,222,076 1,109,907 1,215,765
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,978,498 $1,826,162 $1,983,058
</TABLE>
<TABLE>
VECTREN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands - Unaudited)
Three Months Twelve Months
Ended March 31 Ended March 31
2000 1999 2000 1999
<S> <C> <C> <C> <C>
CASH FLOWS FROM (REQUIRED FOR)
OPERATING ACTIVITIES:
Net income $ 22,125 $ 40,723 $ 72,150 $ 87,755
Adjustments to reconcile net income to cash
provided from operating activities -
Depreciation and amortization 22,662 21,225 88,435 82,658
Preferred dividend requirement 269 270 1,077 1,090
Deferred income taxes and investment
tax credit (5,433) (3,655) 2,501 3,398
Allowance for other funds used during
construction - - 296 (4)
Gain on sale of assets - - - (2,102)
Undistributed earnings of unconsolidated
affiliates (2,677) (4,294) (4,520) (7,160)
14,821 13,546 87,789 77,880
Changes in assets and liabilities -
Receivables - net 4,311 12,066 (27,733) (7,110)
Inventories 20,174 16,459 11,537 (15,570)
Accounts payable and other current
liabilities 10,643 (24,962) 38,923 5,830
Accrued taxes and interest 22,781 15,586 19,349 (12,561)
Recoverable/refundable gas costs 5,354 14,987 (10,553) 10,956
Prepayments and other current assets 20,823 - (8,459) (1,138)
Prepaid gas delivery service (743) 349 (114) -
Other - net 320 8,848 (8,625) 5,596
Total adjustments 98,484 56,879 102,114 63,883
Net cash flows from operations 120,609 97,602 174,264 151,638
CASH FLOWS REQUIRED FOR FINANCING ACTIVITIES:
Repurchase of common stock - - (118) (7,046)
Change in long-term debt (223) (2,380) 47,948 28,970
Net change in short-term borrowings (596) (3,897) 47,364 (1,803)
Payments on partnership obligations (36,609) (1,237) (871) 8,253
Dividends on common and preferred stock (15,463) (15,001) (59,016) (57,279)
Other 606 199 524 (1,032)
Net cash flows from (required for)
financing activities (52,285) (22,316) 35,831 (29,937)
CASH FLOWS REQUIRED FOR INVESTING ACTIVITIES:
Capital expenditures (30,841) (29,747) (132,055) (123,433)
Demand Side Management program expenditures (490) (33) (709) (1,063)
Investment in leveraged leases and
partnerships 118 728 (48,639) 108
Non-regulated investments in consolidated
subsidiaries 7,738 (1,586) 4,295 (13,097)
Non-regulated investments in unconsolidated
affiliates - net 1,420 (1,458) - -
Change in nonutility property (20,890) 490 (45,235) (1,599)
Cash distributions from unconsolidated
affiliates - 631 4,475 3,699
Proceeds from sale of assets - - - 13,317
Other (296) 156 (1,651) (2,841)
Net cash flows (required for) investing
activities (43,241) (30,819) (219,519) (124,909)
NET INCREASE (DECREASE) IN CASH 25,083 44,467 (9,424) (3,208)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 17,351 7,391 51,858 55,066
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 42,434 $ 51,858 $ 42,434 $ 51,858
</TABLE>
Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act
of 1995.
A "safe harbor" for forwarding-looking statements is
provided by the Private Securities Litigation Reform Act of
1995 (Reform Act of 1995). The Reform Act of 1995 was
adopted to encourage such forward-looking statements without
the threat of litigation, provided those statements are
identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important
factors that could cause the actual results to differ
materially from those projected in the statement. Forward-
looking statements have been and will be made in written
documents and oral presentations of Vectren Corporation and
its subsidiaries. Such statements are based on management's
beliefs, as well as assumptions made by and information
currently available to management. When used in Vectren
Corporation and its subsidiaries' documents or oral
presentations, the words "believe," "anticipate,"
"endeavor," "estimate," "expect," "objective," "projection,"
"forecast," "goal," and similar expressions are intended to
identify forward-looking statements. In addition to any
assumptions and other factors referred to specifically in
connection with such forward-looking statements, factors
that could cause Vectren Corporation and its subsidiaries'
actual results to differ materially from those contemplated
in any forward-looking statements included, among others,
the following:
Factors affecting utility operations such as unusual weather
conditions; catastrophic weather-related damage; unusual
maintenance or repairs; unanticipated changes to fossil fuel
costs; unanticipated changes to gas supply costs, or
availability due to higher demand, shortages, transportation
problems or other developments; environmental or pipeline
incidents; transmission or distribution incidents;
unanticipated changes to electric energy supply costs, or
availability due to demand, shortages, transmission problems
or other developments; or electric transmission or gas
pipeline system constraints.
Increased competition in the energy environment including
effects of industry restructuring and unbundling.
Regulatory factors such as unanticipated changes in rate-
setting policies or procedures, recovery of investments and
costs made under traditional regulation, and the frequency
and timing of rate increases.
Financial or regulatory accounting principles or policies
imposed by the Financial Accounting Standards Board, the
Securities and Exchange Commission (Commission), the Federal
Energy Regulatory Commission, state public utility
commissions, state entities which regulate natural gas
transmission, gathering and processing, and similar entities
with regulatory oversight.
Economic conditions including inflation rates and monetary
fluctuations.
Changing market conditions and a variety of other factors
associated with physical energy and financial trading
activities including, but not limited to, price, basis,
credit, liquidity, volatility, capacity, interest rate, and
warranty risks.
Availability or cost of capital, resulting from changes in
Vectren Corporation and its subsidiaries, interest rates,
and securities ratings or market perceptions of the utility
industry and energy-related industries.
Employee workforce factors including changes in key
executives, collective bargaining agreements with union
employees, or work stoppages.
Legal and regulatory delays and other obstacles associated
with mergers, acquisitions, and investments in joint
ventures.
Costs and other effects of legal and administrative
proceedings, settlements, investigations, claims, and other
matters, including, but not limited to, those described in
periodic filings made with the Commission by Vectren
Corporation and its subsidiaries, Indiana Gas Company, Inc.
and Southern Indiana Gas and Electric Company.
Changes in federal, state or local legislature requirements,
such as changes in tax laws or rates, environmental laws and
regulations.
Vectren Corporation and its subsidiaries undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of changes in actual
results, changes in assumptions, other factors affecting
such statements.
