PE/SoCalGas 8-K Aug. 5, 2004

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

August 5, 2004
- -----------------------

 


Commission
File Number
- -----------------------------

Name of Registrant, State of
Incorporation, Address and
Telephone Number
- ---------------------------------------

IRS Employer
Identification
Number
- -----------------------------

1-40

Pacific Enterprises
(A California Corporation)
101 Ash Street
San Diego, California 92101
(619) 696-2000

94-0743670

     

1-1402

Southern California Gas Company
(A California Corporation)
555 West Fifth Street
Los Angeles, California 90013
(213) 244-1200

95-1240705

 

 

---------------------------------------------------------------------
(Former name or former address, if changed since last report.)






FORM 8-K

Item 12. Results of Operations and Financial Condition

On August 5, 2004, Sempra Energy, of which Pacific Enterprises and Southern California Gas Company are consolidated subsidiaries, issued its earnings press release for the quarter ended June 30, 2004. The Sempra Energy financial information contained in the press release includes, on a consolidated basis, information regarding the results of operations and financial condition of Pacific Enterprises and Southern California Gas Company. A copy of the press release is attached as Exhibit 99.1. The information furnished in this Item 12 and in Exhibit 99.1 shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing of Sempra Energy, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 7. Financial Statements and Exhibits.

(c) Exhibits

99.1 August 5, 2004 Sempra Energy News Release (including tables)

 






SIGNATURE

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.

Pacific Enterprises

 

 

Date: August 5, 2004

By: /s/ F. H. Ault
- -----------------------------------------

 

F. H. Ault
Sr. Vice President and Controller

 

 

Southern California Gas Company

Date: August 5, 2004

By: /s/ S.D. Davis
- -----------------------------------------

 

S.D. Davis
Sr. Vice President-External Relations
and Chief Financial Officer

 

Sempra Energy 2nd qtr 2004 Earnings

Exhibit 99.1

News Release

Media Contacts:

Doug Kline
Sempra Energy
(877) 866-2066
www.sempra.com

 
 
 

Analysts Contacts:

Dennis Arriola/Karen Sedgwick
Sempra Energy
(877) 736-7727

 

SEMPRA ENERGY REPORTS
SECOND-QUARTER 2004 EARNINGS

SAN DIEGO, Aug. 5, 2004 -- Sempra Energy today reported unaudited second-quarter 2004 earnings of $121 million, or $0.52 per diluted share, compared with $116 million, or $0.55 per diluted share, for the same period of 2003.

For the first six months of 2004, Sempra Energy's earnings increased 56 percent to $318 million, or $1.37 per diluted share, from $204 million, or $0.98 per diluted share, during the first six months of 2003. Net income for Sempra Energy Resources and Sempra Energy Trading more than doubled during the first half of 2004 to a combined $158 million from $60 million during the same period last year.

"With our electric-generation and energy-trading businesses performing significantly better than last year, plus the continued solid results of our California utilities, Sempra Energy is on track to meet our 2004 earnings guidance of $2.90 to $3.10 per share," said Stephen L. Baum, chairman and chief executive officer of Sempra Energy. "We also are moving forward with our liquefied natural gas (LNG) business. Site preparation will begin this month on Sempra Energy LNG's Mexican LNG receipt terminal, Energía Costa Azul, and we are finalizing the supply agreement."

In June, Sempra Energy raised its 2004 earnings guidance to $2.90 to $3.10 per share from $2.70 to $2.90 per share to reflect the company's improved business outlook.

Sempra Energy's second-quarter 2004 net income rose on higher profits at Sempra Energy Resources, Sempra Energy Trading and Southern California Gas Co. (SoCalGas), but earnings per share were affected by a greater number of common shares outstanding.

Second-quarter 2004 earnings included an $8 million loss related to the discontinuance of Atlantic Electric & Gas, a U.K.-based energy marketer, which was sold in April 2004. The first six months of 2004 included a loss of $32 million related to the discontinued operations Atlantic Electric & Gas.

Revenues for Sempra Energy were $2 billion in the second quarter 2004, compared with $1.8 billion in the year-ago quarter, due primarily to increased power sales by Sempra Energy Resources. For the first half of the year, Sempra Energy's revenues increased to $4.4 billion in 2004 from $3.8 billion in 2003.

OPERATING HIGHLIGHTS
Sempra Energy Utilities

Net income for SoCalGas rose to $50 million during the second quarter 2004 from $37 million in the year-earlier period, due to higher operating revenues.

Net income for San Diego Gas & Electric (SDG&E) in the second quarter 2004 was $30 million, compared with $41 million in last year's second quarter. The decrease primarily stemmed from the elimination of SDG&E's revenue incentive mechanism for the San Onofre Nuclear Generating Station, in which the utility holds a 20-percent ownership stake.

During the quarter, SDG&E received approval from the California Public Utilities Commission for its regional energy reliability plan. Under the approved plan, SDG&E will acquire a new 550-megawatt (MW), natural gas-fired power plant -- called Palomar Energy -- being developed in Escondido, Calif., by sister company Sempra Energy Resources. Construction on Palomar Energy, which began last month, is expected to be completed in 2006. The utility also will contract for renewable energy resources and plans to enter into a 10-year power-purchase agreement for up to 570 MW of electricity.

Sempra Energy Trading

On the strength of increased profitability of its petroleum and metals trading operations, Sempra Energy Trading's net income increased to $40 million during the second quarter 2004 from $35 million in the same period last year. Through the first half of 2004, Sempra Energy Trading's net income totaled $99 million, compared with $45 million in net income during the first six months of 2003.

During the quarter, Sempra Energy Trading completed a $1 billion, two-year committed credit facility to help finance its global operations.

Sempra Energy Resources

Sempra Energy Resources reported sharply higher net income of $22 million in the second quarter 2004, up from $5 million in the second quarter last year. The rise in net income was due to increased power sales from several new power plants that were put into full operation during the past year.

In the second quarter 2004, Sempra Energy Resources delivered nearly 3.9 million megawatt-hours of power under contracted agreements. The company expects to deliver substantially more power during the second half of 2004.

Last month, a subsidiary of Sempra Energy Resources assumed management of Coleto Creek Power Station, a 632-MW coal-fired Texas power plant, and eight other Texas power plants jointly acquired on a 50-50 basis from American Electric Power by Sempra Energy Partners and Carlyle/Riverstone. The $430 million acquisition, which was completed July 1, 2004, was substantially project-financed. Sempra Energy's share of equity in the transaction was $53 million.

Sempra Energy International and Sempra Energy LNG

Net income for Sempra Energy International and Sempra Energy LNG, on a combined basis, was $15 million in this year's second quarter, versus $18 million in the second quarter 2003. Tax reserves and increased development costs were offset partially by improved results in the company's Mexican operations and by the sale of a portion of the common stock in its jointly owned Luz del Sur unit in Peru.

Internet Broadcast

Sempra Energy will broadcast a live discussion of its earnings results over the Internet today at 1 p.m. EDT with key company executives. Access is available by logging onto the Web site at www.sempra.com. For those unable to log onto the live Webcast, the teleconference will be available on replay a few hours after its conclusion by dialing (706) 645-9291 and entering the passcode, 8752753.

Sempra Energy (NYSE: SRE), based in San Diego, is a Fortune 500 energy services holding company with 2003 revenues of $7.9 billion. The Sempra Energy companies' nearly 13,000 employees serve more than 10 million customers in the United States, Europe, Canada, Mexico, South America and Asia.

###

This press release contains statements that are not historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  When the company uses words like "believes," "expects," "anticipates," "intends," "plans," "estimates," "may," "would," "should" or similar expressions, or when the company discusses its strategy or plans, the company is making forward-looking statements.  Forward-looking statements are not guarantees of performance.  They involve risks, uncertainties and assumptions.  Future results may differ materially from those expressed in the forward-looking statements.  Forward-looking statements are necessarily based upon various assumptions involving judgments with respect to the future and other risks, including, among others: national, international, regional and local economic, competitive, political, legislative and regulatory conditions and developments; actions by the California Public Utilities Co mmission, the California State Legislature, the California Department of Water Resources and the Federal Energy Regulatory Commission; capital market conditions, inflation rates and interest rates; energy and trading markets, including the timing and extent of changes in commodity prices; weather conditions; business, regulatory and legal decisions; the pace of deregulation of retail natural gas and electricity delivery; the timing and success of business development efforts; and other uncertainties, all of which are difficult to predict and many of which are beyond the company's control. These risks and uncertainties are further discussed in the company's reports filed with the Securities and Exchange Commission that are available through the EDGAR system without charge at its Web site, www.sec.gov and on the company's Web site, www.sempra.com.

Sempra Energy Trading, Sempra Energy Resources, Sempra Energy International, Sempra Energy Solutions and Sempra Energy Partners are not the same as the utilities, San Diego Gas & Electric and Southern California Gas Co.






SEMPRA ENERGY

Table A

STATEMENTS OF CONSOLIDATED INCOME (Unaudited)

Three months ended

Six months ended

June 30,

June 30,

(Dollars in millions, except per share amounts)

2004

2003

2004

2003

Operating revenues

California utilities:

Natural gas

$ 947

$ 929

$ 2,280

$ 2,091

Electric

420

397

801

792

Other

629

514

1,275

880

Total operating revenues

1,996

1,840

4,356

3,763

Operating expenses

California utilities:

Cost of natural gas

482

480

1,306

1,157

Cost of electric fuel and purchased power

155

137

282

300

Other cost of sales

375

296

702

515

Other operating expenses

546

518

1,067

963

Depreciation and amortization

165

149

330

297

Franchise fees and other taxes

53

57

117

113

Total operating expenses

1,776

1,637

3,804

3,345

Operating income

220

203

552

418

Other income - net

13

9

18

4

Interest income

10

10

33

22

Interest expense

(80

)

(71

)

(160

)

(145

)

Preferred dividends / distributions by subsidiaries

(3

)

(8

)

(5

)

(15

)

Income from continuing operations before income taxes

160

143

438

284

Income tax expense

31

27

88

51

Income from continuing operations

129

116

350

233

Loss from discontinued operations, net of tax

(6

)

-

(30

)

-

Loss on disposal of discontinued operations, net of tax

(2

)

-

(2

)

-

Income before cumulative effect of change in accounting principle

121

116

318

233

Cumulative effect of change in accounting principle, net of tax

-

-

-

(29

)

Net Income

$ 121

$ 116

$ 318

$ 204

Weighted-average number of shares outstanding (thousands):

Basic

230,432

207,626

229,245

207,013

Diluted

234,312

210,164

232,738

208,882

Income from continuing operations per share of common stock

Basic

$ 0.56

$ 0.56

$ 1.53

$ 1.13

Diluted

$ 0.55

$ 0.55

$ 1.51

$ 1.12

Income before cumulative effect of change in accounting

principle per share of common stock

Basic

$ 0.52

$ 0.56

$ 1.39

$ 1.13

Diluted

$ 0.52

$ 0.55

$ 1.37

$ 1.12

Net income per share of common stock

Basic

$ 0.52

$ 0.56

$ 1.39

$ 0.99

Diluted

$ 0.52

$ 0.55

$ 1.37

$ 0.98

Dividends declared per share of common stock

$ 0.25

$ 0.25

$ 0.50

$ 0.50






SEMPRA ENERGY

Table B

CONSOLIDATED BALANCE SHEETS (Unaudited)

Balance at

June 30,

December 31,

(Dollars in millions)

 

2004

2003

Assets

Current assets:

Cash and cash equivalents

$ 1,150

$ 432

Short-term investments

-

363

Accounts receivable

816

1,002

Due from affiliate

4

-

Deferred income taxes

84

66

Interest receivable

63

62

Trading assets

5,088

5,250

Regulatory assets arising from fixed-price contracts and other derivatives

152

144

Other regulatory assets

100

89

Inventories

107

147

Other

184

157

Current assets of continuing operations

7,748

7,712

Current assets of discontinued operations

119

220

Total current assets

7,867

7,932

Investments and other assets:

Due from affiliates

47

55

Regulatory assets arising from fixed-price contracts and other derivatives

569

650

Other regulatory assets

509

554

Nuclear decommissioning trusts

566

570

Investments

1,055

1,114

Sundry

752

706

Total investments and other assets

3,498

3,649

Property, plant and equipment - net

10,693

10,474

Total assets

$ 22,058

$ 22,055

Liabilities and Shareholders' Equity

Current liabilities:

Short-term debt

$ 68

$ 28

Accounts payable

841

841

Income taxes payable

267

261

Trading liabilities

4,157

4,457

Dividends and interest payable

134

136

Regulatory balancing accounts - net

520

424

Fixed-price contracts and other derivatives

160

148

Current portion of long-term debt

863

1,433

Other

623

704

Current liabilities of continuing operations

7,633

8,432

Current liabilities of discontinued operations

32

52

Total current liabilities

7,665

8,484

Long-term debt

4,419

3,841

Deferred credits and other liabilities:

Due to affiliates

362

362

Customer advances for construction

84

89

Postretirement benefits other than pensions

122

131

Deferred income taxes

239

202

Deferred investment tax credits

81

84

Regulatory liabilities arising from cost of removal obligations

2,297

2,238

Regulatory liabilities arising from asset retirement obligations

284

281

Other regulatory liabilities

104

108

Fixed-price contracts and other derivatives

571

680

Asset retirement obligations

318

313

Deferred credits and other

1,167

1,173

Total deferred credits and other liabilities

5,629

5,661

Preferred stock of subsidiaries

179

179

Shareholders' equity

4,166

3,890

Total liabilities and shareholders' equity

$ 22,058

$ 22,055






SEMPRA ENERGY

Table C

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited)

Six months ended

June 30,

(Dollars in millions)

 

2004

 

2003

Cash Flows from Operating Activities:

Net income

$ 318

$ 204

Adjustments to reconcile net income to net cash provided by operating

activities:

Loss from discontinued operations, net of tax

30

-

Loss on disposal of discontinued operations, net of tax

2

-

Cumulative effect of change in accounting principle

-

29

Depreciation and amortization

330

297

Deferred income taxes and investment tax credits

(12

)

(110

)

Other - net

33

39

Net changes in other working capital components

30

335

Changes in other assets

(57

)

(48

)

Changes in other liabilities

8

12

Net cash provided by continuing operations

682

758

Net cash used in discontinued operations

(30

)

-

Net cash provided by operating activities

652

758

Cash Flows from Investing Activities:

Expenditures for property, plant and equipment

(498

)

(441

)

Net proceeds from sale of assets

363

(1)

-

Proceeds from disposal of discontinued operations

112

-

Investments and acquisitions of subsidiaries, net of cash acquired

(13

)

(134

)

Dividends received from affiliates

47

-

Affiliate loan

-

(64

)

Other - net

1

(2

)

Net cash provided by (used in) investing activities

12

(641

)

Cash Flows from Financing Activities:

Common dividends paid

(115

)

(104

)

Issuances of common stock

92

50

Repurchases of common stock

(2

)

(6

)

Issuances of long-term debt

896

400

Payments on long-term debt

(877

)

(339

)

Increase (decrease) in short-term debt - net

63

(240

)

Other - net

(3

)

(8

)

Net cash provided by (used in) financing activities

54

(247

)

Increase (decrease) in cash and cash equivalents

718

(130

)

Cash and cash equivalents, January 1

432

455

Cash and cash equivalents, June 30

$ 1,150

$ 325

(1)

Proceeds from the sale of U.S. Treasury obligations which previously securitized the Mesquite synthetic lease.






SEMPRA ENERGY

Table D

BUSINESS UNIT EARNINGS AND CAPITAL EXPENDITURES & INVESTMENTS (Unaudited)

Three months ended

Six months ended

June 30,

 

June 30,

(Dollars in millions)

2004

 

2003

 

2004

 

2003

Net Income

California Utilities:

San Diego Gas & Electric

$ 30

$ 41

$ 80

$ 86

Southern California Gas

50

37

106

95

Total California Utilities

80

78

186

181

Global Enterprises:

Trading

40

35

99

45

Resources

22

5

59

15

International/ LNG

15

18

32

25

Solutions

3

8

(1

)

8

Total Global Enterprises

80

66

189

93

Financial

6

8

16

19

Parent & Other

(37

)

(36

)

(41

)

(60

)

Continuing Operations

129

116

350

233

Discontinued Operations (1)

(8

)

-

(32

)

-

Cumulative Effect of Change in Accounting Principle

-

-

-

(29)

(2)

Consolidated Net Income

$ 121

$ 116

$ 318

$ 204

(1)

Reflects Atlantic Electric & Gas and includes ($2) related to the disposal.

(2)

The effects to Trading and Solutions were ($28) and ($1), respectively.

Three months ended

Six months ended

June 30,

 

June 30,

(Dollars in millions)

2004

 

2003

 

2004

 

2003

Capital Expenditures and Investments

California Utilities:

San Diego Gas & Electric

$ 112

$ 94

$ 181

$ 183

Southern California Gas

82

77

144

135

Total California Utilities

194

171

325

318

Global Enterprises:

Resources

34

87

49

171

Trading

36

5

82

12

International/LNG

11

29

38

55

Total Global Enterprises

81

121

169

238

Parent & Other

10

10

17

19

Consolidated Capital Expenditures and Investments

$ 285

$ 302

$ 511

$ 575






SEMPRA ENERGY

Table E

OTHER OPERATING STATISTICS (Unaudited)

Three months ended

Six months ended

June 30,

 

June 30,

CALIFORNIA UTILITIES

2004

 

2003

 

2004

 

2003

Revenues (Dollars in millions)

SDG&E (excludes intercompany sales)

$ 529

$ 514

$ 1,104

$ 1,073

SoCalGas (excludes intercompany sales)

$ 838

$ 812

$ 1,977

$ 1,810

Gas Sales (Bcf)

81

89

221

214

Transportation and Exchange (Bcf)

128

113

249

247

Total Deliveries (Bcf)

209

202

470

461

Total Gas Customers (Thousands)

6,251

6,166

Electric Sales (Millions of kWhs)

3,747

3,454

7,559

7,063

Direct Access (Millions of kWhs)

929

759

1,658

1,565

Total Deliveries (Millions of kWhs)

4,676

4,213

9,217

8,628

Total Electric Customers (Thousands)

1,306

1,289

RESOURCES

 

 

 

 

 

 

Power Sold (Millions of kWhs)

3,884

2,050

8,361

3,453

SOLUTIONS

 

 

 

 

 

 

Revenues (Dollars in millions)

$ 43

$ 55

$ 73

$ 97

INTERNATIONAL

(Represents 100% of these subsidiaries, although only the Mexican subsidiaries are 100% owned by Sempra Energy).

 

 

Natural Gas Sales (Bcf)

Argentina

62

57

113

96

Mexico

10

10

20

19

Chile

-

-

1

1

Natural Gas Customers (Thousands)

Argentina

1,429

1,379

Mexico

103

84

Chile

37

36

Electric Sales (Millions of kWhs)

Peru

1,016

1,003

2,023

2,013

Chile

502

464

1,010

934

Electric Customers (Thousands)

Peru

740

724

Chile

502

489






SEMPRA ENERGY

Table E (Continued)

TRADING

 

 

 

 

 

Three months ended

Six months ended

June 30,

June 30,

Trading Margin (Dollars in millions)

2004

2003

2004

2003

Geographical:

North America

$ 128

$ 89

$ 241

$ 151

Europe/Asia

36

51

120

73

Total

$ 164

$ 140

$ 361

$ 224

Product Line:

Gas

$ 50

$ 62

$ 91

$ 92

Power

(9)

14

29

12

Oil - Crude & Products

48

18

89

50

Metals

50

19

108

26

Other

25

27

44

44

Total

$ 164

$ 140

$ 361

$ 224

Physical Statistics

 

 

 

 

 

Natural Gas (BCF/Day)

12.7

13.2

13.2

13.4

Electric (Billions of kWhs)

75.2

65.3

168.1

131.4

Oil & Liquid Products (Millions Bbls/Day)

1.7

1.9

1.9

1.7

Fair

Market Value

June 30,

Scheduled Maturity (in months)

Net Unrealized Revenue (Dollars in millions)

2004

0 - 12

13 - 24

25 - 36

> 36

Sources of Over-the-Counter (OTC) Fair Value:

Prices actively quoted

$ 409

$ 361

$ 15

$ (1)

$ 34

Prices provided by other external sources

6

(8)

-

-

14

Prices based on models and other valuation methods

-

(14)

4

-

10

Total OTC Fair Value (1)

415

339

19

(1)

58

Maturity of OTC Fair Value

Percentage

100.0%

81.6%

4.6%

-0.2%

14.0%

Cumulative Percentages

 

81.6%

86.2%

86.0%

100.0%

 

 

 

 

 

 

Exchange Contracts (2)

186

$ 201

$ (14)

$ 10

$ (11)

Total Net Unrealized Revenue

$ 601

(1) The present value of unrealized revenue to be received or (paid) from outstanding OTC contracts

(2) Cash received associated with open Exchange Contracts

June 30,

March 31,

December 31,

September 30,

June 30,

Credit Quality of Unrealized Trading Assets (net of margin)

2004

2004

2003

2003

2003

Commodity Exchanges

8%

6%

8%

8%

6%

Investment Grade

71%

63%

70%

66%

71%

Below Investment Grade

21%

31%

22%

26%

23%

Three months ended

Six months ended

June 30,

June 30,

Risk Adjusted Performance Indicators

2004

2003

2004

2003

VaR at 95% (Dollars in millions) (1)

$ 6.4

$ 5.6

$ 6.1

$ 7.8

VaR at 99% (Dollars in millions) (2)

$ 9.0

$ 7.9

$ 8.5

$ 11.0

Risk Adjusted Return on Capital (RAROC) (3)

33%

38%

37%

22%

(1) Average Daily Value-at-Risk for the period using a 95% confidence level

(2) Average Daily Value-at-Risk for the period using a 99% confidence level

(3) Average Daily Trading Margin/Average Daily VaR at 95% confidence level