SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): October 22, 1999
WICOR, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 1-7951 39-1346701
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
626 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
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(Address of principal executive offices, including zip code)
(414) 291-7026
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(Registrant's telephone number)
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Item 5. Other Events.
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On October 22, 1999, WICOR, Inc. (the "Company") issued a press
release announcing the Company's financial results for the three and nine month
periods ended September 30, 1999. A copy of the Company's press release
announcing these results is attached as Exhibit 99 to this Current Report on
Form 8-K.
Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
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(99) Press Release of WICOR, Inc., dated October 22, 1999.
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SIGNATURES
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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.
WICOR, INC.
Date: October 22, 1999 By: /s/ Joseph P. Wenzler
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Joseph P. Wenzler
Senior Vice President and Chief
Financial Officer
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WICOR, INC.
Exhibit Index to Current Report on Form 8-K
Dated October 22, 1999
Exhibit
Number
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(99) Press Release of WICOR, Inc., dated October 22, 1999.
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Media Contact:
Kathleen Sieja
414/291-6950
FOR IMMEDIATE RELEASE: Analyst Contact:
October 22, 1999 Joe Wenzler
414/291-6550
(WICOR POSTS RECORD THIRD QUARTER)
MILWAUKEE, WI (NYSE:WIC)-- Sustained strength in its manufacturing business put
WICOR's third-quarter earnings in the black for the first time in what
historically has been a loss quarter. Diluted earnings per share rose to 2 cents
for the quarter, compared with a loss of 3 cents a year ago. Quarterly earnings
climbed to $0.6 million from a $1.2 million loss in 1998. Revenues increased 14%
to $197 million.
WICOR's results improved despite expenses related to a proposed merger with
Wisconsin Energy Corporation, said George E.Wardeberg, WICOR's chairman and
chief executive officer. Merger costs of approximately $0.8 million, or
approximately 2 cents per share, were charged against earnings for the period.
Without the merger costs, WICOR would have posted diluted earnings per share of
4 cents, Wardeberg said. On June 27, 1999, WICOR entered into a merger agreement
in which it will combine with Wisconsin Energy Corporation.
"Over the years, we have steadily improved WICOR's performance during the
non-heating season," Wardeberg said. "The positive results this quarter are no
anomaly, but the results of a focused effort to increase profitability, manage
costs and strategically grow the company."
Manufacturing earnings jumped 31% to $7.2 million for the quarter, topping
1998's record third quarter performance, while revenues increased 17% to $127.8
million. Wardeberg attributed the earnings gain to higher sales and cost
improvements.
"Greater market penetration of our products, favorable weather and the
strong American economy all contributed to the manufacturing group's stellar
performance," Wardeberg said.
Quarterly sales were up across the board, with the water systems and
filtration markets turning in the most impressive increases. Hurricane-related
flooding in the eastern United States generated heavy demand for drainer and
utility pumps, Wardeberg
(more)
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WICOR/2
said. Filtration revenues tripled, reflecting the second-quarter acquisition of
Omni Corporation.
International sales rose 11% to $32.7 million during the quarter, helped by
more favorable economies and improving market conditions in most sectors,
Wardeberg said.
The energy group improved its third-quarter performance, posting a loss of
$6.5 million versus a loss of $6.7 million a year ago. Wardeberg noted that the
group's results were reduced by the $0.8 million in merger costs for the period.
For segment reporting purposes, all merger-related costs are reflected in the
energy group's results. Without the merger costs, the energy group's loss would
have been $5.7 million. Improved results from its two unregulated subsidiaries
contributed to the energy group's stronger quarterly performance, Wardeberg
said.
For the nine months ending September 30, WICOR's earnings were up 19% to
$35.5 million, or 94 cents per diluted share. Excluding merger costs,
year-to-date earnings would have been $37.5 million and 98 cents per diluted
share.
"WICOR's unique combination of energy and manufacturing businesses
continues to provide strength and balance, resulting in another solid
performance for our shareholders," Wardeberg said. "We're well on the way to
achieving our earnings goals for the year."*
WICOR is a Milwaukee-based company operating six subsidiaries in energy
services and pump manufacturing. They are Wisconsin Gas, WICOR Energy,
FieldTech, Sta-Rite Industries, Hypro Corporation and SHURflo Pump Manufacturing
Company. WICOR's Internet address is www.wicor.com.
****
* This is a forward-looking statement about WICOR's future plans and prospects
that involves risks and uncertainties, including but not limited to general
economic conditions, market demand for the company's products and services, the
impact of weather on the company's businesses, and other factors described in
the company's periodic reports filed with the Securities and Exchange
Commission.
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<TABLE>
WICOR, Inc. and Subsidiaries
(Figures In Thousands Except per Share Amounts)
<CAPTION>
Quarter Ended Year-to-Date Year-to-Date
September 30, September 30, June 30,
----------------------- % ----------------------- % -----------------------
1999 1998 Change 1999 1998 Change 1999 1998
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Consolidated Operating Data
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating revenues $ 196,956 $ 172,746 14.0 $ 726,529 $ 695,952 4.4 $ 529,573 $ 523,206
Operating income $ 5,961 $ 797 647.9 $ 71,231 $ 57,686 23.5 $ 65,270 $ 56,889
Net earnings (loss) $ 642 $ (1,211) 153.0 $ 35,500 $ 29,776 19.2 $ 34,858 $ 30,987
Basic earnings (loss) per share $ 0.02 $ (0.03) 166.7 $ 0.95 $ 0.80 18.8
Diluted earnings (loss) per share $ 0.02 $ (0.03) 166.7 $ 0.94 $ 0.79 19.0
Average shares outstanding (000's) 37,560 37,335 0.6 37,481 37,297 0.5
Average diluted shares outstanding (000's) 38,169 37,335 2.2 37,891 37,602 0.8
Consolidated Balance Sheet
Short-term debt $ 51,257 $ 58,205 (11.9)
Long-term debt and current maturities $ 193,691 $ 183,010 5.8
Common equity $ 417,686 $ 395,082 5.7
Total assets $ 975,467 $ 934,991 4.3
Selected Consolidated Cash Flow Items
Net earnings $ 642 $ (1,211) 153.0 $ 35,500 $ 29,776 19.2 $ 34,858 $ 30,987
Depreciation and amortization $ 14,411 $ 13,418 7.4 $ 42,944 $ 41,231 4.2 $ 28,533 $ 27,813
Deferred income taxes $ 221 $ 247 (10.5) $ 442 $ 650 (32.0) $ 221 $ 403
Capital expenditures $ 16,580 $ 13,430 23.5 $ 37,086 $ 33,896 9.4 $ 20,506 $ 20,466
Energy Operations
Revenues $ 69,110 $ 63,351 9.1 $ 343,666 $ 340,615 0.9 $ 274,556 $ 277,264
Cost of gas sold 42,298 39,728 6.5 201,678 211,226 (4.5) 159,380 171,498
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Gross margin 26,812 23,623 13.5 141,988 129,389 9.7 115,176 105,766
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Operation and maintenance 22,518 21,846 3.1 77,359 73,684 5.0 54,841 51,838
Depreciation 8,975 8,418 6.6 26,605 25,139 5.8 17,630 16,721
Taxes, other than income taxes 1,964 2,196 (10.6) 6,186 7,022 (11.9) 4,222 4,826
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Total operating expenses 33,457 32,460 3.1 110,150 105,845 4.1 76,693 73,385
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Operating (loss) income (6,645) (8,837) 24.8 31,838 23,544 35.2 38,483 32,381
Interest expense (2,817) (2,996) 6.0 (8,951) (9,125) 1.9 (6,134) (6,129)
Other income, net (485) 1,148 (142.2) (637) 2,991 (121.3) (152) 1,843
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(Loss) income before income taxes (9,947) (10,685) 6.9 22,250 17,410 27.8 32,197 28,095
Income tax (benefit) expense (3,401) (4,003) 15.0 9,089 6,406 41.9 12,490 10,409
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Net (loss) earnings $ (6,546) $ (6,682) 2.0 $ 13,161 $ 11,004 19.6 $ 19,707 $ 17,686
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Gas sold and transported (MDth) 15,296 14,327 6.8 85,908 79,933 7.5 70,612 65,606
Degree days 121 47 157.4 4,231 3,857 9.7 4,110 3,810
% (warmer) colder than 20-year normal (21.9) (69.7) (6.9) (15.0) (6.4) (13.1)
Manufacturing Operations
Revenues
Domestic $ 95,152 $ 79,838 19.2 $ 279,824 $ 249,649 12.1 $ 184,672 $169,811
International 32,694 29,557 10.6 103,039 105,688 (2.5) 70,345 76,131
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Total revenues 127,846 109,395 16.9 382,863 355,337 7.7 255,017 245,942
Cost of sales 89,786 78,443 14.5 268,574 253,261 6.0 178,788 174,818
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Gross profit 38,060 30,952 23.0 114,289 102,076 12.0 76,229 71,124
Operating expenses 25,454 21,318 19.4 74,896 67,934 10.2 49,442 46,616
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Operating income 12,606 9,634 30.8 39,393 34,142 15.4 26,787 24,508
Interest expense (857) (1,092) 21.5 (2,955) (3,618) 18.3 (2,098) (2,526)
Other income (expenses), net 32 191 (83.2) 124 84 47.6 92 (107)
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Income before income taxes 11,781 8,733 34.9 36,562 30,608 19.5 24,781 21,875
Income tax expense 4,593 3,262 40.8 14,223 11,836 20.2 9,630 8,574
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Net earnings $ 7,188 $ 5,471 31.4 $ 22,339 $ 18,772 19.0 $ 15,151 $ 13,301
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