-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MW9mZhL/1q9+VBnvqmPFuW1ZyBjzr3a3yYqNQqAZ9u70dsmT+wFrHzWEN34KcRr1 VBMLoWd59tt+4JZ4cfHYsg== 0000092195-03-000001.txt : 20030131 0000092195-03-000001.hdr.sgml : 20030131 20030131103802 ACCESSION NUMBER: 0000092195-03-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 ITEM INFORMATION: Other events FILED AS OF DATE: 20030131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN INDIANA GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000092195 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 350672570 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03553 FILM NUMBER: 03533447 BUSINESS ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 MAIL ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 8-K 1 sig8-k_dec02restated.txt SIGECO 8K FILING FOR EARNINGS RELEASE 4Q 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) January 30, 2003 SOUTHERN INDIANA GAS AND ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Indiana 1-3553 35-0672570 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 20 N.W. Fourth Street, Evansville, Indiana 47708 ------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (812) 491-4000 N/A (Former name or address, if changed since last report.) Item 5. Other Events On January 30, 2003, Vectren Corporation (the Company), the parent company of Southern Indiana Gas and Electric Company (SIGECO), released preliminary financial information to the investment community regarding the Company's results of operations for the year ended December 31, 2002. The Vectren Corporation press release is included herein as Exhibit 99-1. As noted in the press release, the Company's 2001 financial results, as well as the financial results of its subsidiaries, will be restated. Specific to SIGECO, preliminary net income applicable to common shareholder for the year ended December 31, 2002 was $62.1 million, compared net income applicable to common shareholder for the year ended December 31, 2001 of $37.6 million, as restated. For the year ended December 31, 2001, the effect of the restatement reduced SIGECO's previously reported net income applicable to common shareholder by $4.9 million. Other summarized effects of the restatement on SIGECO's previously released 2001 operating and balance sheet data and summarized operating and balance sheet data at December 31, 2002 are presented in Exhibit 99-2 of the filing. The Company's accounting group also identified items that relate to 2000 and prior periods. Following consultation with Deloitte & Touche, the Company concluded that, since 2001 is already being restated, the best course of action would be to restate and reaudit 2000 results, including the results of SIGECO. The Company has no reason to believe the 2002 and restated 2001 results will change; it is possible, however, that the reaudit of 2000 could result in adjustments. The Company cautions that actual results could differ materially from those contained in this filing. Specifically, the reaudit of its 2000 financial statements could result in restating its results from 2000, 2001, and 2002. 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 Vectren Utility Holdings, Inc., 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 - Vectren Corporation Reports Preliminary 2002 Results 99-2 2002 Selected Financial Data and Effects of Restatement 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. SOUTHERN INDIANA GAS AND ELECTRIC COMPANY January 30, 2003 By: /s/ M. Susan Hardwick -------------------------------- M. Susan Hardwick Vice President and Controller EX-99.1 PRESS RELEAS 3 press-release_4q.txt PRESS RELEASE Exhibit 99-1 News Release Vectren Corporation Evansville, IN 47702-0209 P.O. Box 209 January 29, 2003 FOR IMMEDIATE RELEASE Vectren Corporation Reports Preliminary 2002 Results Restates 2001 and Begins Reaudit of 2000 Affirms 2003 Guidance and Declares $0.275 Quarterly Dividend Evansville, Indiana - Vectren Corporation (NYSE:VVC) today announced preliminary net income for the year ended December 31, 2002 of $114.6 million, or $1.70 per share, compared to preliminary net income of $51.2 million, or $0.77 per share, as restated, for the same period a year ago. The twelve months ended December 31, 2001 included nonrecurring merger, integration, and restructuring costs and other nonrecurring items totaling $26.4 million after tax. To effectuate the Company's planned transfer of information technology systems and related assets and certain buildings from corporate to Vectren Utility Holdings, Inc., their primary user and our regulated business group, the Company requested Deloitte & Touche LLP, its newly appointed independent auditors, to reaudit the Company's 2001 financials. In the course of preparing for the 2001 reaudit, the Company identified adjustments that, in aggregate, reduced previously reported 2001 earnings by approximately $12.4 million after tax. The Company's accounting group also identified items which, when netted, amount to about $300,000 after tax that relate to 2000 and prior periods. Although the net amount is small, following consultation with Deloitte & Touche the Company concluded that, since 2001 is already being restated, the best course of action would be to restate and reaudit 2000 results. The Company has no reason to believe the 2002 and restated 2001 results will change; it is possible, however, that the reaudit of 2000 could result in adjustments. The Company expects Deloitte & Touche to complete its work in time for the Company to file with the Securities and Exchange Commission its Annual Report on Form 10-K by March 31, 2003. Said Niel C. Ellerbrook, Chairman and CEO, "Vectren performed well in 2002 and our results for the year are consistent with our expectations and the guidance we had previously provided the financial community. That said, I am extremely disappointed and regret that these adjustments were necessary. We believe that three years of financial statements newly audited will provide a good foundation as we pursue a permanent financing strategy. Furthermore, our review has resulted in a number of positive procedural enhancements that should ensure this situation doesn't happen again." Ellerbrook added: "We have been advised by both Moody's Investors Service and Standard and Poor's Ratings Services that these adjustments are not expected to impact our current ratings or their outlook for Vectren Corporation or its subsidiaries. Similarly, our principal bankers have indicated no change in their commitment to meet our capital needs in a competitive manner." Affirms 2003 Guidance and Declares Quarterly Dividend: Vectren confirmed 2003 earnings guidance in the range of $1.80 to $1.90 per share, excluding the potential impact of any permanent financing completed during 2003. Vectren's Board of Directors also declared a quarterly common stock dividend of 27 1/2 cents per share, unchanged from the last quarter. Vectren and predecessor companies have recorded 43 consecutive years of annual dividend increases. 2002 Highlights: Commenting on the 2002 year, Ellerbrook said: "We made significant strides in 2002 in building for strong future performance. The successful integration of our utility operations will allow us to continue to improve customer service and keep costs low. We achieved positive regulatory outcomes in several areas, especially the approval to recover capital and operating costs related to our compliance with environmental regulations at our electric generating plants. In addition, our nonregulated operations continued to grow and are better positioned to contribute to strong performance." Regulated utility operations contributed net income of $94.4 million for 2002 as compared to $38.5 million for 2001 as restated. In addition to the completion of merger and restructuring activities and related costs, the increase of over $55 million is primarily due to improved utility margins and reduced operating expenses. Gas utility margins for the year were $337 million, an increase of $27 million over the prior year. Heating weather was 7% colder than in 2001, but 3% warmer than normal. The 10% increase in residential and commercial sales was principally due to the weather and customer growth. Industrial contract throughput decreased approximately 2%, reflecting a continued slowdown in the economy. Electric utility margins for the year were $230 million, an increase of 9% over the prior year. Cooling weather was 27% warmer than in 2001 and 23% warmer than normal. Retail sales increased 6% over 2001 principally due to weather. In addition, 2002 results were positively affected by a full year of the recovery through rates of a return on NOx compliance expenditures pursuant to an order of the Indiana Commission. In January of 2003, the Indiana Commission expanded this authorization to provide for the recovery of certain operating costs associated with NOx compliance. Nonregulated operations contributed net income of $18.9 million for the year 2002 as compared to $12.1 million for 2001, as restated. The 2001 results include merger, integration and restructuring costs of $2.2 million and an extraordinary loss on the sale of assets of $7.7 million. The Energy Marketing and Services group earned $14.8 million in 2002, an increase of $3.1 million due to improved margins. The slight decline in after tax income from the Coal Mining group of $2.0 million to $12.2 million was due to lower market prices on third party coal sales, somewhat lower yield per ton mined, and the Indiana Corporate Income Tax rate change. The after tax loss from operations from all other businesses was $4.2 million greater than 2001. The 2001 restated results include the sale of energy related investments and greater income from leveraged lease assets that were divested in 2001. Additional 2001 Restatement Discussion: In preparation for the reaudit of 2001, the Company determined that an after tax total of $7.2 million of gas costs, relating primarily to gas inventory accounting, were inaccurately recorded as "recoverable." This accounting determination requires no adjustment of regulatory filings or customer billings. Additionally, approximately $4.1 million in after tax employee benefit costs, which are routinely accumulated and systematically cleared to operating costs and construction projects following direct charges, were not relieved from the balance sheet during 2001. This has now been corrected to record those costs in the proper period. In addition, $1.1 million after tax in additional items were also identified. These additional items were not significant, either individually or in the aggregate, but were corrected. Although there was no significant impact on net income, the treatment of certain wholesale electric contracts was modified to comply with SFAS 133, which became effective January 1, 2001. The cumulative effect at adoption was decreased by $2.8 million after tax, and electric margins increased by a similar amount. As a result of these adjustments, previously reported 2001 earnings were reduced by a total of $12.4 million after tax, or $0.18 per share. Vectren Corporation is an energy and applied technology holding company headquartered in Evansville, Indiana. Vectren's energy delivery subsidiaries provide gas and/or electricity to over one million customers in adjoining service territories that cover nearly two-thirds of Indiana and west central Ohio. Vectren's non-regulated subsidiaries and affiliates currently offer energy-related products and services to customers throughout the surrounding region. These services include energy marketing; coal mining; utility infrastructure services; and broadband communication services. To learn more about Vectren, visit www.vectren.com. Live Webcast: Vectren Corporation will provide more detail on 2002 results on a conference call for analysts scheduled at 9:30 a.m. ET (8:30 a.m. CT), Thursday January 30, 2003. You are invited to listen to the live Webcast and view the supporting slides by accessing the Investor Relations link on Vectren's Web site at www.vectren.com. Interested parties may also view the slide presentation and listen to the Webcast replay via Vectren's Web site beginning two hours after the conclusion of the Webcast. A tape-recorded replay of the call will also be available two hours after the completion of the teleconference through Thursday, February 6, 2003. To access the replay, dial 706-645-9291 and enter the conference identification number 7498394. Safe Harbor for Forward Looking Statements: This document contains forward-looking statements which are based on management's beliefs and assumptions that derive from information currently known by management. Vectren wishes to caution readers that actual results could differ materially from those contained in this document. Specifically, the reaudit of its 2000 financial statements could result in the Company restating its results from 2000, 2001 and 2002. 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 10-K filed with the Securities and Exchange Commission on March 29, 2002. Investor Contact: Steven M. Schein, (812) 491-4209, sschein@vectren.com Media Contact: Jeffrey W. Whiteside, (812) 491-4205, jwhiteside@vectren.com ### EX-99.2 FINANCIALS 4 sig8k-financials_restated.txt FINANCIALS & RESTATEMENT EX 99-2 Selected operating data for as of and for the year ending December 31, 2002 follows: Selected Operating Data - In Thousands - UNAUDITED - -------------------------------------------------------------------- Year Ending December 31, 2002 Operating revenues $ 693,872 Operating income 75,302 Net income applicable to common shareholder 62,065 - -------------------------------------------------------------------- Selected Balance Sheet Data - In Thousands - UNAUDITED - -------------------------------------------------------------------- At December 31, 2002 Total assets $ 1,009,813 Short-term borrowings 39,462 Long-term debt, including current obligations 378,943 Total shareholder's squity 371,991 Total capitalization, including current obligations 751,278 Equity as a percent of total capitalization, including current obligations 50% - -------------------------------------------------------------------- The effects of the restatement on summarized financial data as of and for the year ending December 31, 2001 follows: Selected Operating Data - UNAUDITED Year Ended December 31, 2001 - -------------------------------------------------------------------------------- In thousands As Reported Adjustment As Restated - ------------------------------------------ ----------- ---------- ----------- Operating revenues $ 479,984 $ (2,589) $ 477,395 Operating income 55,667 (803) 54,864 Net income applicable to common shareholder 42,462 (4,883) 37,579 Selected Balance Sheet Data - UNAUDITED At December 31, 2001 - -------------------------------------------------------------------------------- In thousands As Reported Adjustment As Restated - ------------------------------------------- ----------- ---------- ----------- Total assets $ 973,222 $ (5,769) $ 967,453 Short-term borrowings 80,664 - 80,664 Long-term debt, including current obligations 341,162 - 341,162 Total shareholder's equity 333,816 (4,883) 328,933 Total capitalization, including current obligations 675,438 (4,883) 670,555 Equity as a percent of total capitalization, including current obligations 49% 49% - -------------------------------------------------------------------------------- The Company cautions that actual results could differ materially from those contained in this filing, since the audit of the above periods has not been completed. Specifically, the reaudit of its 2000 financial statements could result in restating its results from 2000, 2001, and 2002. EX-99.3 SAFE HARBOR 5 sig-safeharbor_dec.txt Exhibit 99-3 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 Southern Indiana Gas and Electric Company. Such statements are based on management's beliefs, as well as assumptions made by and information currently available to management. When used in Southern Indiana Gas and Electric Company's 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 Southern Indiana Gas and Electric Company's actual results to differ materially from those contemplated in any forward-looking statements included, among others, the following: The reaudit of its 2000 financial statements could result in the restatement of its operating results for 2000, 2001, and 2002. 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 the effects of an economic downturn or recession, 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 Southern Indiana Gas and Electric Company, 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 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. Southern Indiana Gas and Electric Company undertakes 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. -----END PRIVACY-ENHANCED MESSAGE-----