-----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, NxeNyrArc1t1JefyiDndHAB+8WbOB/AMUxbQa2Pjphvq4k7HX4Fse+1TJggoWDRB /1RRpk7qyLiNggColStfNQ== 0000893220-04-001492.txt : 20040728 0000893220-04-001492.hdr.sgml : 20040728 20040728141830 ACCESSION NUMBER: 0000893220-04-001492 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: FILED AS OF DATE: 20040728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UGI CORP /PA/ CENTRAL INDEX KEY: 0000884614 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 232668356 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11071 FILM NUMBER: 04935583 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: P O BOX 858 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: NEW UGI CORP DATE OF NAME CHANGE: 19600201 8-K 1 w99378e8vk.txt FORM 8-K UGI CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JULY 28, 2004 (DATE OF REPORT) UGI CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 1-11071 23-2668356 (STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER OF INCORPORATION) NUMBER) IDENTIFICATION NO.) 460 N. GULPH ROAD KING OF PRUSSIA, PENNSYLVANIA 19406 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (610) 337-1000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) UGI Corporation Form 8-K Page 2 July 28, 2004 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On July 28, 2004, UGI Corporation (the "Company") issued a press release announcing financial results for the Company for the third fiscal quarter ended June 30, 2004. A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference. SIGNATURES Pursuant to the requirements of Section 13 or 15(d), the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UGI CORPORATION (REGISTRANT) By: /s/ Robert W. Krick ---------------------------------- Robert W. Krick Vice President and Treasurer Date: July 28, 2004 EXHIBIT INDEX The Following Exhibits Are Furnished:
EXHIBIT NO. DESCRIPTION - ----------- ----------- * 99 Press Release of UGI Corporation dated July 28, 2004.
- ---------- * The Exhibit attached to this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. EX-99 2 w99378exv99.txt PRESS RELEASE OF UGI CORPORATION DATED JULY 28, 2004 Contact: 610-337-1000 For Release: July 28, 2004 Robert W. Krick, ext. 3141 Immediate Brenda A. Blake, ext. 3202 UGI REPORTS HIGHER THIRD QUARTER EARNINGS, RAISES GUIDANCE VALLEY FORGE, Pa., July 28 - UGI Corporation (NYSE:UGI) reported that its net income for the third quarter of fiscal 2004 ended June 30, 2004 was $8.3 million, or $0.16 per diluted share, compared to a loss of $2.0 million, or $0.05 per diluted share for the third quarter of fiscal 2003. Results for the recent quarter include, for the first time, the consolidated operating results of AGZ Holding and its French propane distribution company, Antargaz. Average diluted shares outstanding were approximately 22% higher for the recent quarter reflecting, among other things, a common share offering in March 2004, the proceeds of which funded a portion of the purchase price of AGZ Holding. Lon R. Greenberg, chairman, president and chief executive officer of UGI, said, "Despite warmer weather across our service territories, all of our operating units posted improved results for the quarter. The transition of Antargaz is going well and we are particularly pleased with the results achieved by Antargaz this quarter. We remain focused on executing our strategies in each of our businesses while we pursue more opportunities to invest wisely for our shareholders." UGI's domestic propane distributor, AmeriGas Propane, reported a seasonal net loss of $7.0 million in the most recently completed quarter compared to a loss of $8.3 million in the 2003 quarter. For the three months ended June 30, 2004, retail volumes sold were 175.2 million gallons compared to 182.4 million gallons sold in the prior-year period. Nationally, weather was 8% warmer than normal in the 2004 period compared to weather that was essentially normal in the prior-year period according to the National Oceanic and Atmospheric Administration. Earnings before interest expense, income taxes, depreciation and amortization (EBITDA) of AmeriGas Partners, L. P. (NYSE:APU) were $16.1 million in the fiscal 2004 period compared to $12.6 million a year ago. -MORE - UGI REPORTS HIGHER THIRD QUARTER EARNINGS, RAISES GUIDANCE PAGE 2 At UGI Utilities' Gas Utility, net income rose to $1.3 million in the third quarter of fiscal 2004 from $1.0 million last year. Weather in the service territory was 18.7% warmer than normal and significantly warmer than last year's 16.3% colder than normal weather. "Total margin declined for the quarter as higher volumes transported for delivery service customers and the beneficial effects of retail core-market customer growth did not offset warm weather-induced lower volumes to our core market," said Greenberg. Operating and administrative expenses were lower due in large part to the absence of costs related to settling an environmental claim and lower long-term compensation accruals. Net income for the quarter from Electric Utility was $3.2 million, up from $2.5 million a year ago, mainly as a result of higher kilowatt-hour sales, due in large part to greater air conditioning-related sales partially offset by the adverse effects of warmer spring weather on heating-related sales. Energy Services net income for the quarter increased to $6.0 million from $2.4 million primarily due to the additional 4.9% interest in the Conemaugh electricity generating station purchased in late June 2003 and a 6.5% increase in natural gas volumes sold by GASMARK(R). In addition to the higher natural gas volumes sold, results include higher average unit margins in gas marketing principally due to the previously reported effects of the seasonality of margin realization. International Propane net income increased to $4.1 million in the 2004 quarter from a $0.4 million loss in the 2003 quarter as a result of the consolidation of all of Antargaz' operations beginning April 1, 2004 which arose from the purchase of the remaining 80.5% ownership interest in its parent. Antargaz sold approximately 64 million gallons of liquefied petroleum gases in the most recent quarter, up from 57 million gallons in last year's quarter. Weather in France was 8% warmer than normal during the 2004 quarter compared to 19% warmer than normal in the 2003 quarter. Revenues for the quarter for UGI increased to $823.4 million from $623.1 million mainly as a result of the consolidation of Antargaz and higher commodity prices. Separately, UGI raised its earnings guidance $0.05 per share for the fiscal year ending September 30, 2004 to $2.15 to $2.25 per diluted share. The range includes a projected loss of approximately $0.25 per share from both the dilutive effects of 7.8 million additional shares outstanding related to the purchase of Antargaz and the estimated seasonal loss from Antargaz for the summer months of July through September. UGI is a holding company with propane marketing, utility and energy marketing subsidiaries. Through subsidiaries, UGI owns 46% of AmeriGas Partners, L. P. (NYSE: APU), the nation's largest retail propane marketer. -- MORE -- UGI REPORTS HIGHER THIRD QUARTER EARNINGS, RAISES GUIDANCE PAGE 3 UGI invites interested parties to listen to the live audio webcast of management's teleconference with the financial community about third quarter fiscal year 2004 results on Wednesday, July 28, 2004 at 4:00 PM Eastern time. The teleconference is available online at http://www.shareholder.com/ugi/medialist.cfm. A telephonic replay of the call can be accessed approximately two hours after the completion of the call at 1-888/203-1112, (International replay 719/457-0820) passcode 216131, until midnight ET August 1, 2004. The financial tables appended to this news release can be viewed directly at HTTP://WWW.SHAREHOLDER.COM/UGI/3Q04FINANCIALTABLE.PDF. Comprehensive information about UGI Corporation is available on the Internet at HTTP://WWW.UGICORP.COM. This press release contains certain forward-looking statements which management believes to be reasonable as of today's date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management's control. Among them are adverse weather conditions, price volatility and availability of all energy products, including propane, natural gas, electricity and fuel oil, domestic and international economic and political conditions and currency exchange rates. UGI undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today. C-11 ### 7/28/04 UGI CORPORATION REPORT OF EARNINGS (Millions, except per share) (Unaudited)
Three Months Ended Nine Months Ended Twelve Months Ended June 30, June 30, June 30, ---------------------- ----------------------- ----------------------- 2004 2003 2004 2003 2004 2003 ---------- ---------- ---------- ---------- ---------- ---------- Revenues: AmeriGas Propane $ 315.1 $ 287.1 $ 1,463.0 $ 1,357.7 $ 1,733.7 $ 1,579.6 Gas Utility 97.7 99.7 490.5 484.7 545.7 541.7 Electric Utility 21.0 20.3 67.1 66.5 89.4 88.7 Energy Services (a) 217.3 191.6 779.0 513.7 933.3 575.3 International Propane 156.8 11.6 191.2 44.0 201.7 55.1 Corporate & Other 15.5 12.8 42.9 32.3 57.1 42.5 ---------- ---------- ---------- ---------- ---------- ---------- Total revenues $ 823.4 $ 623.1 $ 3,033.7 $ 2,498.9 $ 3,560.9 $ 2,882.9 ========== ========== ========== ========== ========== ========== Operating income (loss): AmeriGas Propane $ (4.0) $ (5.8) $ 188.8 $ 174.0 $ 179.3 $ 160.4 Gas Utility 6.9 5.5 82.8 94.1 84.8 97.7 Electric Utility 5.5 4.5 16.8 16.6 20.5 19.6 Energy Services (a) 10.2 4.3 24.0 14.1 29.1 19.0 International Propane 14.3 (1.0) 9.8 0.6 9.9 1.2 Corporate & Other 1.0 0.9 1.6 0.8 2.3 1.6 ---------- ---------- ---------- ---------- ---------- ---------- Total operating income 33.9 8.4 323.8 300.2 325.9 299.5 Income (loss) from equity investees (0.6) 0.2 12.0 7.1 10.2 7.4 Loss on extinguishment of debt -- -- -- (3.0) -- (3.0) Interest expense: AmeriGas Propane (20.5) (21.5) (62.8) (66.0) (83.9) (87.3) Gas Utility (3.9) (3.5) (11.9) (10.7) (16.6) (14.2) Electric Utility (0.6) (0.4) (1.6) (1.7) (2.2) (2.3) International Propane (8.3) (1.0) (10.2) (3.1) (11.2) (4.2) Corporate and Other, net (0.2) (0.1) (0.4) (0.3) (0.4) (0.4) ---------- ---------- ---------- ---------- ---------- ---------- Total interest expense (33.5) (26.5) (86.9) (81.8) (114.3) (108.4) Minority interests, principally in AmeriGas Partners 14.0 14.1 (64.3) (51.2) (47.7) (33.7) ---------- ---------- ---------- ---------- ---------- ---------- Income (loss) before income taxes and subsidiary preferred stock dividends 13.8 (3.8) 184.6 171.3 174.1 161.8 Income tax (expense) benefit (5.5) 2.2 (70.4) (65.6) (65.5) (62.3) Dividends on UGI Utilities preferred shares subject to mandatory redemption -- (0.4) -- (1.2) -- (1.6) ---------- ---------- ---------- ---------- ---------- ---------- Net income (loss) $ 8.3 $ (2.0) $ 114.2 $ 104.5 $ 108.6 $ 97.9 ========== ========== ========== ========== ========== ========== Earnings (loss) per share: Basic $ 0.16 $ (0.05) $ 2.48 $ 2.49 $ 2.40 $ 2.34 ========== ========== ========== ========== ========== ========== Diluted $ 0.16 $ (0.05) $ 2.43 $ 2.43 $ 2.34 $ 2.29 ========== ========== ========== ========== ========== ========== Average common shares outstanding: Basic 50.915 42.451 46.005 42.031 45.321 41.899 ========== ========== ========== ========== ========== ========== Diluted 51.908 42.451 47.042 43.038 46.359 42.835 ========== ========== ========== ========== ========== ========== Supplemental information: Net income (loss): AmeriGas Propane (b) $ (7.0) $ (8.3) $ 36.7 $ 32.1 $ 27.8 $ 22.2 Gas Utility 1.3 1.0 42.1 49.1 41.0 48.5 Electric Utility 3.2 2.5 9.0 8.7 10.9 9.9 Energy Services (a) 6.0 2.4 14.0 8.2 17.0 11.1 International Propane 4.1 (0.4) 11.8 6.2 9.2 5.8 Corporate & Other 0.7 0.8 0.6 0.2 2.7 0.4 ---------- ---------- ---------- ---------- ---------- ---------- Total net income (loss) $ 8.3 $ (2.0) $ 114.2 $ 104.5 $ 108.6 $ 97.9 ========== ========== ========== ========== ========== ==========
(a) Effective October 1, 2003, the Energy Services segment includes the operating results of Energy Services' gas marketing business as well as UGID's electricity generation business. Energy Services' segment presentation for the prior year has been restated to conform to the current year presentation. (b) Amounts are net of minority interests in AmeriGas Partners, L.P. UGI UTILITIES, INC. (a wholly owned subsidiary of UGI Corporation) REPORT OF EARNINGS (Thousands of Dollars) (Unaudited)
Three Months Ended Nine Months Ended Twelve Months Ended June 30, June 30, June 30, ------------------- ------------------ ------------------- 2004 2003 2004 2003 2004 2003 -------- -------- -------- -------- -------- -------- Revenues $118,717 $121,546 $557,618 $559,193 $635,183 $640,070 ======== ======== ======== ======== ======== ======== Income before income taxes $ 7,883 $ 6,102 $ 86,049 $ 99,905 $ 86,356 $103,965 ======== ======== ======== ======== ======== ======== Net income $ 4,495 $ 3,640 $ 51,152 $ 59,753 $ 52,071 $ 61,702 Dividends on preferred shares subject to mandatory redemption (a) -- 388 -- 1,163 -- 1,550 -------- -------- -------- -------- -------- -------- Net income after dividends on preferred shares subject to mandatory redemption $ 4,495 $ 3,252 $ 51,152 $ 58,590 $ 52,071 $ 60,152 ======== ======== ======== ======== ======== ========
(a) Beginning July 1, 2003, the Company accounts for preferred shares subject to mandatory redemption in accordance with SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." For periods presented after June 30, 2003, dividends paid on these shares are classified as a component of interest expense. -----END PRIVACY-ENHANCED MESSAGE-----