UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 25, 2007
UGI Utilities, Inc.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-1398 | 23-1174060 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 100 Kachel Boulevard, Suite 400, Green Hills Corporate Center, Reading, Pennsylvania |
19607 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 610 796-3400
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This amendment is being filed solely to correct the Date of Report on the Cover Page of the Current Report erroneously dated March 25, 2007. The correct Date of Report is April 25, 2007.
Item 2.02 Results of Operations and Financial Condition.
On April 25, 2007, UGI Corporation, the parent of UGI Utilities, Inc., issued a press release announcing financial results for itself and the Gas Utility and Electric Utility divisions of UGI Utilities, Inc. for the fiscal quarter ended March 31, 2007. A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibit is being furnished herewith: |
99 Press Release of UGI Corporation, the parent of UGI Utilities, Inc., dated April 25, 2007, reporting financial results for UGI Corporation and UGI Utilities, Inc. for the fiscal quarter ended March 31, 2007.
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.
UGI Utilities, Inc.
Date: April 25, 2007
By: /s/ Margaret M. Calabrese
Name: Margaret M. Calabrese
Title: Secretary
EXHIBIT INDEX
The Following Exhibits Are Furnished:
| EXHIBIT NO. | DESCRIPTION | |
99
|
Press Release of UGI Corporation dated April 25, 2007. |
Exhibit 99
| Contact: | 610-337-1000
|
For Immediate Release: | ||
Robert W. Krick, ext. 3645
|
April 25, 2007 | |||
Brenda A. Blake, ext. 3202 |
UGI Reports 14% Increase In Second Quarter Results,
Updates 2007 Guidance
Updates 2007 Guidance
VALLEY FORGE, Pa., April 25 — UGI Corporation (NYSE: UGI) today reported net income for the second
quarter of fiscal 2007 ended March 31, 2007 of $120.2 million, or $1.12 per diluted share, compared
to net income of $104.0 million, or $0.98 per diluted share, for the second quarter of fiscal 2006.
Current year results include the results of UGI Penn Natural Gas (PNG), the natural gas utility
that UGI acquired in August 2006.
Lon R. Greenberg, chairman and chief executive officer of UGI, said, “I am pleased that we once
again demonstrated that the diversification inherent in our energy distribution and marketing
businesses produced tangible benefits for our shareholders in the form of reduced earnings
volatility. The performance of our domestic business units, in particular the record results at
AmeriGas, more than offset the lower weather-induced results in our European businesses. Our
European propane distribution businesses, Antargaz and Flaga, experienced an unprecedented level of
warmer than normal temperatures not only for the quarter but throughout the entire heating season.
With the completion of the heating season, we now expect earnings to be between $1.75 and $1.85 per
share for the full fiscal year ending in September, excluding any gain on the previously-announced
pending sale of AmeriGas’ Arizona storage terminal.”
UGI’s domestic propane distributor, AmeriGas Partners, L.P. (NYSE:APU), contributed $32.3 million
to income for the quarter, compared to $21.2 million last year. Net income for the prior year
quarter included a loss on the early extinguishment of debt of $4.6 million. For the three months
ended March 31, 2007, retail volumes sold increased to 370.1 million gallons from 341.4 million
gallons sold in the prior-year period. Nationally, weather was 3.7% warmer than normal during the
recent quarter compared to weather that was 12.1% warmer than normal in the prior-year period,
according to the National Oceanic and Atmospheric Administration. Operating income rose to $139.2
million in the 2007 period from $116.3 million in the 2006 period primarily reflecting higher
retail sales volumes and higher average unit margins partially offset by higher operating and
administrative expenses. Operating and administrative expenses increased during the quarter due to
higher employee compensation and benefits expenses, higher vehicle expenses and repair and
maintenance expenses.
-MORE-
| UGI Reports 14% Increase In Second Quarter Results, | ||
| Updates 2007 Guidance | Page 2 |
International Propane’s net income decreased to $34.8 million from $45.0 million in the prior-year
quarter principally due to significantly warmer weather. Based upon heating degree day data,
temperatures in Antargaz’ service territories were approximately 15.5% warmer than normal during
the quarter ended March 31, 2007 compared to 6.5% colder than normal in the prior year quarter.
Flaga experienced a similar weather variation across its service territories. For the quarter, the
monthly average currency exchange rate was $1.32 per euro compared to $1.20 per euro in the prior
year quarter.
For the three months ended March 31, 2007, Antargaz sold 95.0 million retail gallons of liquefied
petroleum gases (LPG) compared to 125.4 million retail gallons for the same period in 2006. At
Flaga, UGI’s Austrian-based LPG distributor, volumes declined reflecting the contribution of its
Czech Republic and Slovakia businesses to its central European joint venture and the effects of the
significantly warmer weather. The joint venture was formed in February 2006 and Flaga’s 50%
ownership interest in it is accounted for under the equity method.
International Propane’s euro-based margin decreased to €109.0 million from €134.0 million
reflecting the effects of lower retail volumes sold partially offset by higher average margins per
retail gallon sold. Total operating income decreased to €45.2 million from €63.7 million in the
prior year quarter due to lower total margin resulting from lower sales volumes partially offset by
lower vehicle expenses and lower employee compensation and benefits expenses.
Net income from Gas Utility increased to $41.0 million for the quarter ended March 31, 2007
compared to $21.5 million for the 2006 quarter. The second quarter results include the addition of
PNG. Weather in the Gas Utility service territories was approximately normal versus weather that
was 13% warmer than normal in the prior year quarter. Operating income increased to $78.0 million
from $39.9 million as a result of the addition of PNG and significantly colder weather compared to
the prior year.
Net income from Electric Utility increased to $3.6 million in the second fiscal quarter of 2007
from $1.5 million in the prior-year quarter. Higher rates charged for electricity and 5.0% higher
kilowatt-hour sales resulting from colder weather were partially offset by higher per unit
purchased power costs. Weather in Electric Utility service territory was approximately 3% colder
than normal in the recent quarter compared to weather that was approximately 9% warmer than normal
in the same quarter of 2006.
Energy Services’ fiscal second quarter net income decreased to $10.3 million from $15.4 million in
the same period of fiscal 2006 primarily reflecting the absence of a $5.3 million after-tax gain
on the sale of its 50% ownership in Hunlock Creek Energy Ventures in March 2006. Total margin from
operations increased slightly primarily reflecting greater margin from peaking supply and storage
management activities.
UGI is a holding company with propane marketing, utility and energy marketing subsidiaries.
Through subsidiaries, UGI owns 44% of AmeriGas Partners, L. P. (NYSE: APU), the nation’s largest
retail propane marketer, and owns Antargaz, one of the largest LPG distributors in France.
-MORE-
| UGI Reports 14% Increase In Second Quarter Results, | ||
| Updates 2007 Guidance | Page 3 |
UGI will host its second quarter FY 2007 earnings conference call on Wednesday, April 25, 2007, at
4:00 PM ET. Interested parties may listen to a live audio broadcast of the conference call at
http://www.shareholder.com/ugi/medialist.cfm. A telephonic replay of the call can be accessed
approximately one hour after the completion of the call at 1-888-203-1112, passcode 1491571;
(International replay 719-457-0820, passcode 1491571) through midnight Friday, April 27, 2007.
The financial table appended to this news release can be viewed directly at
http://www.shareholder.com/ugi/2Q07FinancialTable.pdf.
http://www.shareholder.com/ugi/2Q07FinancialTable.pdf.
Comprehensive information about UGI Corporation is available on the Internet at
http://www.ugicorp.com.
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, increased customer conservation
measures, domestic and international economic and political conditions and currency exchange rates.
You should read UGI’s Annual Report on Form 10-K for a more extensive list of factors that could
affect results. UGI undertakes no obligation to release revisions to its forward-looking
statements to reflect events or circumstances occurring after today.
| C-05 | ### | 4/25/07 |
UGI CORPORATION
REPORT OF EARNINGS
(Millions, except per share)
(Unaudited)
REPORT OF EARNINGS
(Millions, except per share)
(Unaudited)
| Three Months Ended | Six Months Ended | Twelve Months Ended | ||||||||||||||||||||||
| March 31, | March 31, | March 31, | ||||||||||||||||||||||
| 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | |||||||||||||||||||
Revenues: |
||||||||||||||||||||||||
AmeriGas Propane |
$ | 809.8 | $ | 718.2 | $ | 1,426.4 | $ | 1,348.4 | $ | 2,197.3 | $ | 2,057.2 | ||||||||||||
International Propane |
282.8 | 382.1 | 509.2 | 649.7 | 805.0 | 952.3 | ||||||||||||||||||
Gas Utility |
459.0 | 296.2 | 733.4 | 516.0 | 941.4 | 684.0 | ||||||||||||||||||
Electric Utility |
34.9 | 25.4 | 59.8 | 49.3 | 108.5 | 97.5 | ||||||||||||||||||
Energy Services |
444.9 | 438.8 | 789.1 | 890.2 | 1,313.2 | 1,484.0 | ||||||||||||||||||
Corporate & Other (a) |
(29.3 | ) | (15.2 | ) | (52.6 | ) | (30.2 | ) | (102.5 | ) | (113.0 | ) | ||||||||||||
Total revenues |
$ | 2,002.1 | $ | 1,845.5 | $ | 3,465.3 | $ | 3,423.4 | $ | 5,262.9 | $ | 5,162.0 | ||||||||||||
Operating income: |
||||||||||||||||||||||||
AmeriGas Propane |
$ | 139.2 | $ | 116.3 | $ | 214.5 | $ | 191.0 | $ | 207.6 | $ | 182.6 | ||||||||||||
International Propane |
59.0 | 76.5 | 92.1 | 110.1 | 101.3 | 127.5 | ||||||||||||||||||
Gas Utility |
78.0 | 39.9 | 116.2 | 75.6 | 124.8 | 80.5 | ||||||||||||||||||
Electric Utility |
6.7 | 3.3 | 12.9 | 9.8 | 23.8 | 19.5 | ||||||||||||||||||
Energy Services |
17.4 | 26.1 | 32.6 | 34.3 | 51.4 | 51.7 | ||||||||||||||||||
Corporate & Other (a) |
0.2 | 0.5 | (0.5 | ) | 2.0 | 3.8 | 1.3 | |||||||||||||||||
Total operating income |
300.5 | 262.6 | 467.8 | 422.8 | 512.7 | 463.1 | ||||||||||||||||||
Income (loss) from equity investees |
(1.3 | ) | (0.6 | ) | (1.3 | ) | (1.2 | ) | (2.3 | ) | (2.5 | ) | ||||||||||||
Loss on extinguishment of debt |
— | (18.5 | ) | — | (18.5 | ) | — | (52.1 | ) | |||||||||||||||
Interest expense: |
||||||||||||||||||||||||
AmeriGas Propane |
(17.8 | ) | (19.4 | ) | (35.8 | ) | (38.3 | ) | (71.6 | ) | (76.9 | ) | ||||||||||||
International Propane |
(6.2 | ) | (5.7 | ) | (12.3 | ) | (13.8 | ) | (23.3 | ) | (28.8 | ) | ||||||||||||
Gas Utility |
(10.4 | ) | (4.6 | ) | (21.2 | ) | (9.7 | ) | (33.3 | ) | (18.2 | ) | ||||||||||||
Electric Utility |
(0.6 | ) | (0.8 | ) | (1.3 | ) | (1.3 | ) | (2.5 | ) | (2.0 | ) | ||||||||||||
Corporate & Other, net (a) |
(0.1 | ) | 0.1 | (0.5 | ) | 0.1 | (1.0 | ) | (0.5 | ) | ||||||||||||||
Total interest expense |
(35.1 | ) | (30.4 | ) | (71.1 | ) | (63.0 | ) | (131.7 | ) | (126.4 | ) | ||||||||||||
Income before income taxes and minority interests |
264.1 | 213.1 | 395.4 | 340.1 | 378.7 | 282.1 | ||||||||||||||||||
Income tax expense |
(75.9 | ) | (64.4 | ) | (114.0 | ) | (102.9 | ) | (109.6 | ) | (96.6 | ) | ||||||||||||
Minority interests, principally in AmeriGas Partners |
(68.0 | ) | (44.7 | ) | (99.3 | ) | (75.7 | ) | (72.3 | ) | (32.0 | ) | ||||||||||||
Net income |
$ | 120.2 | $ | 104.0 | $ | 182.1 | $ | 161.5 | $ | 196.8 | $ | 153.5 | ||||||||||||
Earnings per share: |
||||||||||||||||||||||||
Basic |
$ | 1.13 | $ | 0.99 | $ | 1.72 | $ | 1.53 | $ | 1.86 | $ | 1.46 | ||||||||||||
Diluted |
$ | 1.12 | $ | 0.98 | $ | 1.69 | $ | 1.52 | $ | 1.83 | $ | 1.44 | ||||||||||||
Average common shares outstanding: |
||||||||||||||||||||||||
Basic |
106.331 | 105.365 | 106.133 | 105.261 | 105.895 | 104.932 | ||||||||||||||||||
Diluted |
107.760 | 106.401 | 107.666 | 106.472 | 107.348 | 106.783 | ||||||||||||||||||
Supplemental information: |
||||||||||||||||||||||||
Net income (loss): |
||||||||||||||||||||||||
AmeriGas Propane (b) |
$ | 32.3 | $ | 21.2 | $ | 47.7 | $ | 36.1 | $ | 36.7 | $ | 16.3 | ||||||||||||
International Propane |
34.8 | 45.0 | 53.1 | 59.9 | 60.3 | 65.1 | ||||||||||||||||||
Gas Utility |
41.0 | 21.5 | 57.5 | 39.9 | 55.7 | 38.0 | ||||||||||||||||||
Electric Utility |
3.6 | 1.5 | 6.8 | 5.0 | 12.3 | 10.1 | ||||||||||||||||||
Energy Services |
10.3 | 15.4 | 19.3 | 20.3 | 30.3 | 30.1 | ||||||||||||||||||
Corporate & Other (a) |
(1.8 | ) | (0.6 | ) | (2.3 | ) | 0.3 | 1.5 | (6.1 | ) | ||||||||||||||
Total net income |
$ | 120.2 | $ | 104.0 | $ | 182.1 | $ | 161.5 | $ | 196.8 | $ | 153.5 | ||||||||||||
| (a) | Corporate & Other includes the elimination of certain intercompany transactions. | |
| (b) | Amounts are net of minority interests in AmeriGas Partners, L.P. |