PE/SoCalGas 4/29/2004 8-K

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):

April 29, 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 April 29, 2004, Sempra Energy, of which Pacific Enterprises and Southern California Gas Company are consolidated subsidiaries, issued its earnings press release for the quarter ended March 31, 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 April 29, 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: April 29, 2004

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

 

Name: F. H. Ault
Sr. Vice President and Controller

 

 

Southern California Gas Company

Date: April 29, 2004

By: /s/ D. L. Reed
- -----------------------------------------

 

Name: D. L. Reed
President and Chief Financial Officer

 

Exhibit 99.1 Sempra Energy 3/31/2004 Earnings Release

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 FIRST-QUARTER 2004
EARNINGS MORE THAN DOUBLE

Energy Trading, Generation Businesses Record Solid Gains

SAN DIEGO, April 29, 2004 -- Sempra Energy today reported first-quarter 2004 earnings of $197 million, or $0.85 per diluted share, compared with $88 million, or $0.42 per diluted share, in the first quarter 2003.

First-quarter 2004 results included a $24 million loss related to the discontinued operations of Atlantic Electric & Gas, a U.K.-based retail energy marketer, which was sold earlier this week. Excluding this item, Sempra Energy's first-quarter earnings were $221 million, or $0.96 per diluted share, in 2004. This compared with first-quarter 2003 earnings of $120 million, or $0.58 per diluted share, which excluded a $3 million loss related to Atlantic Electric & Gas' discontinued operations, as well as the negative impact of a $29 million cumulative adjustment related to the implementation of accounting principle EITF 02-3. EITF 02-3 eliminated mark-to-market accounting for certain commodity trading assets and liabilities.

"Our first-quarter results reflect the continued execution of our strategy," said Stephen L. Baum, chairman, president and chief executive officer of Sempra Energy. "Our energy trading and generation units, as well as our California utilities, are producing solid earnings and positive cash flow."

Revenues in the first quarter 2004 were $2.4 billion, up from $1.9 billion in the same period a year ago, due primarily to increased power deliveries by Sempra Energy Resources and higher commodity prices.

OPERATING HIGHLIGHTS

Sempra Energy Utilities

Net income for San Diego Gas & Electric (SDG&E) increased to $50 million in the first quarter 2004 from $45 million in the year-ago period. The increase resulted from higher transmission and distribution revenues, partially offset by higher operating costs and the elimination of the incentive rate mechanism for the company's 20-percent interest in the San Onofre Nuclear Generating Station.

During the quarter, SDG&E received positive preliminary decisions from a California Public Utilities Commission administrative law judge and the assigned commissioner supporting the utility's long-term electric resource plan. Filed in October 2003, the plan provides for the purchase of a mix of local generation assets, including renewable energy and a new 550-megawatt power plant being built by Sempra Energy Resources for SDG&E in Escondido, Calif., as well as energy-conservation initiatives.

Southern California Gas Co. recorded first-quarter net income of $56 million, compared with $58 million in the first quarter 2003.

Sempra Energy Trading

Sempra Energy Trading's net income was $59 million in the first quarter 2004. In the same period last year, the company earned $10 million, before the cumulative impact of accounting principle EITF 02-3. Sempra Energy Trading's higher earnings in this year's first quarter came from strong results in all of the company's product lines.

"Sempra Energy Trading has grown to become the second largest marketer of physical natural gas in North America and now has recorded 21 consecutive profitable quarters, excluding the first-quarter 2003 mandated accounting change, " said Baum. "This customer-focused business continues to benefit from solid risk management and a diverse portfolio of products."

Sempra Energy Resources

First-quarter net income for Sempra Energy Resources rose to $37 million from $10 million last year, due to increased power deliveries through the company's portfolio of supply contracts.

During the quarter, Sempra Energy announced a 50-50 joint-venture agreement with Carlyle/Riverstone, an energy and power-focused equity fund, to acquire American Electric Power's 632-megawatt, coal-fired Coleto Creek Power Station and nine other Texas power plants for $430 million. Sempra Energy expects to obtain project financing for a substantial portion of the costs of the acquisition, which is expected to be completed in July 2004. Sempra Energy Resources will provide asset-management services for the joint venture, including operation of the plants.

Sempra Energy International and Sempra Energy LNG

Sempra Energy International and Sempra Energy LNG, on a combined basis, earned $17 million in the first quarter 2004, up from $7 million in the year-earlier period. The increase stemmed from improved results from the company's South American operations and an $8 million contribution from the favorable buy-out of a future obligation related to the proposed Cameron LNG project.

Sempra Energy LNG announced plans last week to develop a new liquefied natural gas (LNG) receipt terminal near Port Arthur, Texas, with a daily processing capacity of 1.5 billion cubic feet of natural gas. The company initiated the regulatory review process for the terminal with the Federal Energy Regulatory Commission April 21, 2004. The terminal could begin operations as early as 2009.

The Port Arthur project joins two other Sempra LNG receipt terminals under development in North America: Energía Costa Azul in Baja California, Mexico, and Cameron LNG near Lake Charles, La. Both of these projects are expected to commence construction later this year and begin operations in late 2007.

INTERNET BROADCAST

Sempra Energy will broadcast a live discussion of its earnings results over the Internet today at 1 p.m. Eastern Time with senior management of Sempra Energy. 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 (800) 642-1687 and entering passcode number 7021323.

Sempra Energy, 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 Legislation 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 Commission, 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 Solutions, Sempra Energy Trading, Sempra Energy International, Sempra Energy LNG and Sempra Energy Resources are not the same companies as the utilities, San Diego Gas & Electric and Southern California Gas Co., and are not regulated by the California Public Utilities Commission.

 

 

SEMPRA ENERGY

Table A

STATEMENT OF CONSOLIDATED INCOME (Unaudited)

Quarters ended

March 31,

(Dollars in millions,except per share amounts)

2004

 

2003

Operating revenues

California utilities:

Natural gas

$ 1,333

$ 1,162

Electric

381

395

Other

646

366

Total operating revenues

2,360

1,923

Operating expenses

California utilities:

Cost of natural gas

824

677

Cost of electric fuel and purchased power

127

163

Other cost of sales

327

219

Other operating expenses

521

445

Depreciation and amortization

165

148

Franchise fees and other taxes

64

56

Total operating expenses

2,028

1,708

Operating income

332

215

Other income (loss) - net

5

(2

)

Interest income

23

12

Interest expense

(80

)

(74

)

Preferred dividends / distributions by subsidiaries

(2

)

(7

)

Income from continuing operations before income taxes

278

144

Income tax expense

57

24

Income from continuing operations

221

120

Loss from discontinued operations, net of tax

(24

)

(3

)

Income before cumulative effect of change in accounting principle

197

117

Cumulative effect of change in accounting principle, net of tax

-

(29

)

Net income

$ 197

$ 88

Weighted-average number of shares outstanding (thousands):

Basic

228,055

206,393

Diluted

231,136

207,823

Income from continuing operations per share of common stock

Basic

$ 0.97

$ 0.58

Diluted

$ 0.96

$ 0.58

Income before cumulative effect of change in accounting principle

per share of common stock

Basic

$ 0.86

$ 0.57

Diluted

$ 0.85

$ 0.56

Net income per share of common stock

Basic

$ 0.86

$ 0.43

Diluted

$ 0.85

$ 0.42

Dividends declared per common share

$ 0.25

$ 0.25

 

 

SEMPRA ENERGY

Table B

CONSOLIDATED BALANCE SHEETS (Unaudited)

Balance at

March 31,

December 31,

(Dollars in millions)

 

2004

 

2003

Assets

Current assets:

Cash and cash equivalents

$ 653

$ 432

Short-term investments

-

363

Accounts receivable

852

1,002

Interest receivable

65

62

Trading assets

4,997

5,250

Regulatory assets arising from fixed-price contracts and other derivatives

145

144

Other regulatory assets

93

89

Inventories

67

147

Other

155

157

Current assets of continuing operations

7,027

7,646

Current assets of discontinued operations

245

220

Total current assets

7,272

7,866

Investments and other assets:

Due from affiliates

51

55

Regulatory assets arising from fixed-price contracts and other derivatives

612

650

Other regulatory assets

531

554

Nuclear decommissioning trusts

584

570

Investments

1,109

1,114

Sundry

699

706

Total investments and other assets

3,586

3,649

Property, plant and equipment - net

10,550

10,474

Total assets

$ 21,408

$ 21,989

Liabilities and Shareholders' Equity

Current liabilities:

Short-term debt

$ 139

$ 28

Accounts payable

706

843

Income taxes payable

142

47

Deferred income taxes

78

88

Trading liabilities

4,401

4,457

Dividends and interest payable

128

136

Regulatory balancing accounts - net

527

424

Fixed-price contracts and other derivatives

153

148

Current portion of long-term debt

610

1,433

Other

771

704

Current liabilities of continuing operations

7,655

8,308

Current liabilities of discontinued operations

45

52

Total current liabilities

7,700

8,360

Long-term debt

3,822

3,841

Deferred credits and other liabilities:

Due to affiliates

362

362

Customer advances for construction

81

89

Postretirement benefits other than pensions

123

131

Deferred income taxes

193

257

Deferred investment tax credits

82

84

Regulatory liabilities arising from cost of removal obligations

2,268

2,238

Regulatory liabilities arising from asset retirement obligations

299

281

Other regulatory liabilities

108

108

Fixed-price contracts and other derivatives

612

680

Asset retirement obligations

315

313

Deferred credits and other

1,176

1,176

Total deferred credits and other liabilities

5,619

5,719

Preferred stock of subsidiaries

179

179

Shareholders' equity

4,088

3,890

Total liabilities and shareholders' equity

$ 21,408

$ 21,989

 

 

SEMPRA ENERGY

Table C

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited)

Quarters ended

March 31,

(Dollars in millions)

 

2004

 

2003

Cash Flows from Operating Activities:

Net income

$ 197

$ 88

Adjustments to reconcile net income to net cash provided by operating

activities:

Loss from discontinued operations

24

3

Cumulative effect of change in accounting principle

-

29

Depreciation and amortization

165

148

Deferred income taxes and investment tax credits

(22

)

(32

)

Other - net

16

23

Net changes in other working capital components

427

431

Changes in other assets

(12

)

(5

)

Changes in other liabilities

(13

)

6

Net cash provided by operating activities

782

691

Cash Flows from Investing Activities:

Expenditures for property, plant and equipment

(219

)

(193

)

Net proceeds from sale of short-term investments

363

(1)

-

Investments and acquisitions of subsidiaries, net of cash acquired

(7

)

(80

)

Dividends received from affiliates

10

-

Loans to affiliate

-

(46

)

Other - net

2

-

Net cash provided by (used in) investing activities

149

(319

)

Cash Flows from Financing Activities:

Common dividends paid

(57

)

(52

)

Issuances of common stock

55

19

Repurchases of common stock

(2

)

(3

)

Issuances of long-term debt

21

400

Payments on long-term debt

(857

)

(224

)

Increase (decrease) in short-term debt - net

134

(158

)

Other - net

(2

)

(6

)

Net cash used in financing activities

(708

)

(24

)

Increase in cash from continuing operations

223

348

Cash used in discontinued operations

(2

)

-

Increase in cash and cash equivalents

221

348

Cash and cash equivalents, January 1

432

455

Cash and cash equivalents, March 31

$ 653

$ 803

(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)

Quarters ended

March 31,

(Dollars in millions)

2004

 

2003

 

 

Net Income

California Utilities:

San Diego Gas & Electric

$ 50

$ 45

Southern California Gas

56

58

Total California Utilities

106

103

Global Enterprises:

Trading

59

10

Resources

37

10

International / LNG

17

7

Solutions

(4

)

-

Total Global Enterprises

109

27

Financial

10

11

Parent & Other

(4

)

(21

)

 

 

Continuing Operations

221

120

Discontinued Operations (1)

(24

)

(3

)

Cumulative Effect of Change in Accounting Principle

-

(29

)

(2)

Consolidated Net Income

$ 197

$ 88

(1)

Reflects Atlantic Electric & Gas.

(2)

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

Quarters ended

March 31,

(Dollars in millions)

2004

 

2003

 

 

Capital Expenditures and Investments

California Utilities:

San Diego Gas & Electric

$ 69

$ 89

Southern California Gas

62

58

Total California Utilities

131

147

Global Enterprises:

Resources

15

84

Trading

46

7

International/LNG

27

26

Total Global Enterprises

88

117

Parent & Other

7

9

Consolidated Capital Expenditures and Investments

$ 226

$ 273

 

 

SEMPRA ENERGY

Table E

OTHER OPERATING STATISTICS (Unaudited)

Quarters ended

March 31,

CALIFORNIA UTILITIES

2004

 

2003

 

Revenues (Dollars in millions)

SDG&E (excludes intercompany sales)

$ 575

$ 559

SoCalGas (excludes intercompany sales)

$ 1,139

$ 998

Gas Sales (Bcf)

140

125

Transportation and Exchange (Bcf)

158

134

Total Deliveries (Bcf)

298

259

Total Gas Customers (Thousands)

6,231

6,146

Electric Sales (Millions of kWhs)

3,812

3,609

Direct Access (Millions of kWhs)

729

806

Total Deliveries (Millions of kWhs)

4,541

4,415

Total Electric Customers (Thousands)

1,301

1,284

RESOURCES

 

 

 

 

Power Sold (Millions of kWhs)

4,477

1,403

SOLUTIONS

 

 

 

 

Revenues (Dollars in millions)

$ 30

$ 42

INTERNATIONAL

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

Natural Gas Sales (Bcf)

Argentina

51

42

Mexico

10

9

Chile

1

1

Natural Gas Customers (Thousands)

Argentina

1,414

1,367

Mexico

101

85

Chile

37

36

Electric Sales (Millions of kWhs)

Peru

1,007

1,018

Chile

508

481

Electric Customers (Thousands)

Peru

736

721

Chile

499

487

 

 

SEMPRA ENERGY

Table E (Continued)

TRADING

 

 

 

 

 

 

 

 

Quarters ended

March 31,

Trading Margin (Dollars in millions)

 

2004

2003

Geographical:

North America

$ 113

$ 62

Europe/Asia

84

22

Total

$ 197

$ 84

Product Line:

Gas

$ 41

$ 30

Power

38

(2

)

Oil - Crude & Products

41

32

Metals

58

7

Other

19

17

Total

$ 197

$ 84

Physical Statistics

 

 

 

 

 

 

 

 

Natural Gas (BCF/Day)

13.7

13.5

Electric (Billions of kWhs)

92.9

66.1

Oil & Liquid Products (Millions Bbls/Day)

2.0

1.4

Fair

Market Value

March 31,

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

$ 295

$ 223

$ 36

$ (4

)

$ 40

Prices provided by other external sources

8

(6

)

-

-

14

Prices based on models and other valuation methods

24

8

 

2

-

 

14

Total OTC Fair Value (1)

327

225

38

(4

)

68

Maturity of OTC Fair Value

Percentage

100.0%

68.8%

 

11.6%

-1.2%

 

20.8%

Cumulative Percentages

 

68.8%

 

80.4%

79.2%

 

100.0%

 

 

 

 

 

 

 

 

 

Exchange Contracts (2)

134

$ 68

 

$ 58

$ 15

 

$ (7)

Total Net Unrealized Revenue

$ 461

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

(2) Cash received associated with open Exchange Contracts

March 31,

December 31,

September 30,

June 30,

March 31,

Credit Quality of Unrealized Trading Assets (net of margin)

 

2004

2003

 

2003

2003

 

2003

Commodity Exchanges

6%

8%

8%

6%

7%

Investment Grade

63%

70%

66%

71%

62%

Below Investment Grade

31%

22%

26%

23%

31%

Quarters ended

March 31,

Risk Adjusted Performance Indicators

 

2004

2003

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

$ 5.7

$ 10.0

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

$ 8.1

$ 14.1

Risk Adjusted Return on Capital (RAROC) (3)

41%

12%

(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