8-K
ATMOS ENERGY CORP (ATO)
UNITED STATES
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
May 6, 2020
Date of Report (Date of earliest event reported)
ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Texas | and | Virginia | 1-10042 | 75-1743247 |
|---|---|---|---|---|
| --------------------------------- | ------------------------ | ---------------------- | ||
| (State or Other Jurisdiction | (Commission File | (I.R.S. Employer | ||
| of Incorporation) | Number) | Identification No.) | ||
| 1800 Three Lincoln Centre | ||||
| --- | --- | --- | ||
| 5430 LBJ Freeway | ||||
| Dallas | Texas | 75240 | ||
| ---------------------------------------------------- | ----------------- | |||
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 934-9227
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
| Title of each class | Trading Symbol | Name of each exchange on which registered | |
|---|---|---|---|
| Common stock | No Par Value | ATO | New York Stock Exchange |
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On Wednesday, May 6, 2020, Atmos Energy Corporation (the “Company”) issued a news release in which it reported the Company’s financial results for the 2020 fiscal year second quarter, which ended March 31, 2020, and that certain of its officers would discuss such financial results in a conference call on Thursday, May 7, 2020 at 10 a.m. Eastern Time. In the release, the Company also announced that the call would be webcast live and that slides for the webcast would be available on its website for all interested parties.
A copy of the news release is furnished as Exhibit 99.1. The information furnished in this Item 2.02 and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
| (d) Exhibits | Exhibit Number | Description | |
|---|---|---|---|
| 99.1 | News Release dated May 6, 2020 (furnished under Item 2.02) | ||
| 101.INS | XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | ||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | ||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase | ||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | ||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document |
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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 hereunto duly authorized.
| ATMOS ENERGY CORPORATION | ||
|---|---|---|
| (Registrant) | ||
| DATE: | May 6, 2020 | By: /s/ CHRISTOPHER T. FORSYTHE |
| Christopher T. Forsythe | ||
| Senior Vice President and | ||
| Chief Financial Officer |
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Exhibit
Exhibit 99.1
| News Release |
|---|
Analysts and Media Contact:
Dan Meziere (972) 855-3729
Atmos Energy Corporation Reports Earnings for Fiscal 2020 Second Quarter;
Reaffirms Fiscal 2020 Guidance
DALLAS (May 6, 2020) - Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its second fiscal quarter ended March 31, 2020.
Highlights
| • | Earnings per diluted share of $3.42 for the six months ended March 31, 2020; $1.95 per diluted share for the second fiscal quarter |
|---|---|
| • | Consolidated net income of $418.3 million for the six months ended March 31, 2020; $239.6 million for the second fiscal quarter |
| --- | --- |
| • | Capital expenditures were $994.7 million for the six months ended March 31, 2020, an increase of 28 percent |
| --- | --- |
| • | Approximately 87 percent of capital spending related to system safety and reliability investments |
| --- | --- |
Outlook
| • | Although the impacts of the pandemic remain uncertain, at this time Atmos Energy is not changing guidance for fiscal 2020 earnings per diluted share of $4.58 to $4.73. |
|---|---|
| • | Capital expenditures are expected to be in the range of $1.85 billion to $1.95 billion in fiscal 2020. |
| --- | --- |
| • | The company's Board of Directors has declared a quarterly dividend of $0.575 per common share. The indicated annual dividend for fiscal 2020 is $2.30, which represents a 9.5% increase over fiscal 2019. |
| --- | --- |
“Our second quarter and six months ended March 31, 2020, results reflect the ongoing dedication and commitment of our 4,800 employees to provide our customers safe and reliable natural gas service,” said Kevin Akers, President and Chief Executive Officer of Atmos Energy Corporation. "As we move into the remainder of our fiscal year, we are positioned to focus on the health and safety of our employees, customers and communities as we execute our proven strategy of safely operating and modernizing our natural gas distribution and transmission system."
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Results for the Three Months Ended March 31, 2020
Consolidated operating income increased $33.7 million to $331.4 million for the three months ended March 31, 2020, from $297.7 million in the prior-year quarter. Positive rate case outcomes in both segments and customer growth in our distribution segment were partially offset by increased depreciation expense.
Distribution operating income increased $24.5 million to $253.5 million for the three months ended March 31, 2020, compared with $229.0 million in the prior-year quarter. The increase primarily reflects a $28.6 million increase in rates and a $4.5 million increase from customer growth, mostly in the Mid-Tex and Kentucky/Mid-States divisions, partially offset by a $2.5 million increase in employee costs and a $6.4 million increase in depreciation expense due to increased capital investments.
Pipeline and storage operating income increased $9.2 million to $77.9 million for the three months ended March 31, 2020, compared with $68.7 million in the prior-year quarter. This increase is attributable to a $12.9 million increase in rates, due to the GRIP filings approved in fiscal 2019, partially offset by a $2.8 million increase in depreciation expense due to increased capital investments.
Results for the Six Months Ended March 31, 2020
Consolidated operating income increased $50.1 million to $584.2 million for the six months ended March 31, 2020, compared to $534.1 million in the prior year, which primarily reflects positive rate outcomes and customer growth in our distribution business, partially offset by higher operation and maintenance, depreciation and property tax expenses.
Distribution operating income increased $35.4 million to $433.8 million for the six months ended March 31, 2020, compared with $398.4 million in the prior year. The increase reflects a net $56.0 million increase in rates. In addition, customer growth increased $8.5 million, mainly in our Mid-Tex division. These increases were partially offset by a decrease in consumption of $1.5 million, primarily in our Louisiana division, a $6.8 million increase in operation and maintenance expense due primarily to higher employee and information technology costs and pipeline and maintenance activities, as well as a $15.6 million increase in depreciation and property tax expenses associated with increased capital investments.
Pipeline and storage operating income increased $14.7 million to $150.4 million for the six months ended March 31, 2020, compared with $135.7 million in the prior year. This increase is primarily attributable to a $26.6 million increase in revenue from our GRIP filing approved in fiscal 2019, partially offset by a $5.3 million increase in operation and maintenance expense primarily due to well integrity costs and a $5.4 million increase in depreciation expense due to increased capital investments.
Capital expenditures increased $217.1 million to $994.7 million for the six months ended March 31, 2020, compared with $777.6 million in the prior year, due to continued spending for infrastructure replacements and enhancements.
For the six months ended March 31, 2020, the company generated operating cash flow of $633.8 million, a $72.9 million increase compared with the six months ended March 31, 2019. The year-over-year increase reflects the positive cash effects of successful rate case
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outcomes achieved in fiscal 2019 and working capital changes, primarily as a result of the timing of gas cost recoveries under our purchase gas cost mechanisms.
Our equity capitalization ratio at March 31, 2020 was 58.2%, compared with 59.0% at September 30, 2019. The decrease primarily reflects the effects of higher short-term debt balances as of March 31, 2020 and long-term debt issuances in October 2019.
Conference Call to be Webcast May 7, 2020
Atmos Energy will host a conference call with financial analysts to discuss the fiscal 2020 second quarter financial results on Thursday, May 7, 2020, at 10:00 a.m. Eastern Time. The domestic telephone number is 877-407-3088 and the international telephone number is 201-389-0927. Kevin Akers, President and Chief Executive Officer, and Chris Forsythe, Senior Vice President and Chief Financial Officer, will participate in the conference call. The conference call will be webcast live on the Atmos Energy website at www.atmosenergy.com. A playback of the call will be available on the website later that day.
Forward-Looking Statements
The matters discussed in this news release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this news release are forward-looking statements made in good faith by the company and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this news release or any of the company’s other documents or oral presentations, the words “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “objective”, “plan”, “projection”, “seek”, “strategy” or similar words are intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in this presentation, including the risks relating to regulatory trends and decisions, the company’s ability to continue to access the credit and capital markets, and the other factors discussed in the company’s reports filed with the Securities and Exchange Commission. These factors include the following: the outbreak of COVID-19 and its impact on business and economic conditions; federal, state and local regulatory and political trends and decisions, including the impact of rate proceedings before various state regulatory commissions; increased federal regulatory oversight and potential penalties; possible increased federal, state and local regulation of the safety of our operations; possible significant costs and liabilities resulting from pipeline integrity and other similar programs and related repairs; the inherent hazards and risks involved in distributing, transporting and storing natural gas; the capital-intensive nature of our business; our ability to continue to access the credit and capital markets to execute our business strategy; market risks beyond our control affecting our risk management activities, including commodity price volatility, counterparty performance or creditworthiness and interest rate risk; the concentration of our operations in Texas; the impact of adverse economic conditions on our customers; changes in the availability and price of natural gas; the availability and accessibility of contracted gas supplies, interstate pipeline and/or storage services; increased competition from energy suppliers and alternative forms of energy; adverse weather conditions; increased costs of providing health care benefits, along with pension and postretirement health care benefits and increased funding requirements; the inability to continue to hire, train and retain operational, technical and managerial personnel; the impact of climate change; the impact of greenhouse
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gas emissions or other legislation or regulations intended to address climate change; increased dependence on technology that may hinder the Company's business if such technologies fail; the threat of cyber-attacks or acts of cyber-terrorism that could disrupt our business operations and information technology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information; and natural disasters, terrorist activities or other significant events, all of which are difficult to predict and many of which are beyond our control.
Accordingly, while we believe these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, the company undertakes no obligation to update or revise any of our forward-looking statements whether as a result of new information, future events or otherwise.
About Atmos Energy
Atmos Energy Corporation is the nation’s largest fully regulated, natural gas-only distributor of safe, clean, efficient and affordable energy. As part of our vision to be the safest provider of natural gas services, we are modernizing our business and our infrastructure while continuing to invest in safety, innovation, environmental sustainability and our communities. An S&P 500 company headquartered in Dallas, Atmos Energy serves more than 3 million distribution customers in over 1,400 communities across eight states and manages proprietary pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas. Find us online at http://www.atmosenergy.com, Facebook, Twitter, Instagram and YouTube.
This news release should be read in conjunction with the attached unaudited financial information.
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Atmos Energy Corporation
Financial Highlights (Unaudited)
| Statements of Income | Three Months Ended March 31 | |||||
|---|---|---|---|---|---|---|
| (000s except per share) | 2020 | 2019 | ||||
| Operating revenues | ||||||
| Distribution segment | $ | 933,005 | $ | 1,057,889 | ||
| Pipeline and storage segment | 146,237 | 135,650 | ||||
| Intersegment eliminations | (101,577 | ) | (98,894 | ) | ||
| 977,665 | 1,094,645 | |||||
| Purchased gas cost | ||||||
| Distribution segment | 418,935 | 570,348 | ||||
| Pipeline and storage segment | 202 | (90 | ) | |||
| Intersegment eliminations | (101,254 | ) | (98,582 | ) | ||
| 317,883 | 471,676 | |||||
| Operation and maintenance expense | 147,824 | 149,427 | ||||
| Depreciation and amortization | 105,916 | 96,772 | ||||
| Taxes, other than income | 74,604 | 79,093 | ||||
| Operating income | 331,438 | 297,677 | ||||
| Other non-operating income (expense) | (2,989 | ) | 4,232 | |||
| Interest charges | 22,171 | 26,949 | ||||
| Income before income taxes | 306,278 | 274,960 | ||||
| Income tax expense | 66,632 | 60,072 | ||||
| Net income | $ | 239,646 | $ | 214,888 | ||
| Basic net income per share | $ | 1.95 | $ | 1.83 | ||
| Diluted net income per share | $ | 1.95 | $ | 1.82 | ||
| Cash dividends per share | $ | 0.575 | $ | 0.525 | ||
| Basic weighted average shares outstanding | 122,916 | 117,581 | ||||
| Diluted weighted average shares outstanding | 122,997 | 117,756 | ||||
| Three Months Ended March 31 | ||||||
| --- | --- | --- | --- | --- | ||
| Summary Net Income by Segment (000s) | 2020 | 2019 | ||||
| Distribution | $ | 187,064 | $ | 172,193 | ||
| Pipeline and storage | 52,582 | 42,695 | ||||
| Net income | $ | 239,646 | $ | 214,888 |
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Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
| Statements of Income | Six Months Ended March 31 | |||||
|---|---|---|---|---|---|---|
| (000s except per share) | 2020 | 2019 | ||||
| Operating revenues | ||||||
| Distribution segment | $ | 1,761,509 | $ | 1,896,724 | ||
| Pipeline and storage segment | 294,413 | 270,120 | ||||
| Intersegment eliminations | (202,694 | ) | (194,417 | ) | ||
| 1,853,228 | 1,972,427 | |||||
| Purchased gas cost | ||||||
| Distribution segment | 816,493 | 1,008,080 | ||||
| Pipeline and storage segment | 301 | (448 | ) | |||
| Intersegment eliminations | (202,043 | ) | (193,791 | ) | ||
| 614,751 | 813,841 | |||||
| Operation and maintenance expense | 300,069 | 288,027 | ||||
| Depreciation and amortization | 210,978 | 192,837 | ||||
| Taxes, other than income | 143,211 | 143,581 | ||||
| Operating income | 584,219 | 534,141 | ||||
| Other non-operating income (expense) | 1,898 | (3,491 | ) | |||
| Interest charges | 49,400 | 54,798 | ||||
| Income before income taxes | 536,717 | 475,852 | ||||
| Income tax expense | 118,398 | 103,318 | ||||
| Net income | $ | 418,319 | $ | 372,534 | ||
| Basic net income per share | $ | 3.43 | $ | 3.22 | ||
| Diluted net income per share | $ | 3.42 | $ | 3.21 | ||
| Cash dividends per share | $ | 1.15 | $ | 1.05 | ||
| Basic weighted average shares outstanding | 122,015 | 115,690 | ||||
| Diluted weighted average shares outstanding | 122,179 | 115,794 | ||||
| Six Months Ended March 31 | ||||||
| --- | --- | --- | --- | --- | ||
| Summary Net Income by Segment (000s) | 2020 | 2019 | ||||
| Distribution | $ | 316,821 | $ | 286,578 | ||
| Pipeline and storage | 101,498 | 85,956 | ||||
| Net income | $ | 418,319 | $ | 372,534 |
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Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
| Condensed Balance Sheets | March 31, | September 30, | ||
|---|---|---|---|---|
| (000s) | 2020 | 2019 | ||
| Net property, plant and equipment | $ | 12,548,240 | $ | 11,787,669 |
| Cash and cash equivalents | 320,099 | 24,550 | ||
| Accounts receivable, net | 377,817 | 230,571 | ||
| Gas stored underground | 68,061 | 130,138 | ||
| Other current assets | 63,584 | 72,772 | ||
| Total current assets | 829,561 | 458,031 | ||
| Goodwill | 730,706 | 730,706 | ||
| Deferred charges and other assets | 607,891 | 391,213 | ||
| $ | 14,716,398 | $ | 13,367,619 | |
| Shareholders' equity | $ | 6,304,415 | $ | 5,750,223 |
| Long-term debt | 4,328,866 | 3,529,452 | ||
| Total capitalization | 10,633,281 | 9,279,675 | ||
| Accounts payable and accrued liabilities | 190,088 | 265,024 | ||
| Other current liabilities | 543,248 | 479,501 | ||
| Short-term debt | 199,923 | 464,915 | ||
| Current maturities of long-term debt | 131 | — | ||
| Total current liabilities | 933,390 | 1,209,440 | ||
| Deferred income taxes | 1,421,779 | 1,300,015 | ||
| Regulatory excess deferred taxes | 694,433 | 705,101 | ||
| Deferred credits and other liabilities | 1,033,515 | 873,388 | ||
| $ | 14,716,398 | $ | 13,367,619 |
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Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
| Condensed Statements of Cash Flows | Six Months Ended March 31 | |||||||
|---|---|---|---|---|---|---|---|---|
| (000s) | 2020 | 2019 | ||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 418,319 | $ | 372,534 | ||||
| Depreciation and amortization | 210,978 | 192,837 | ||||||
| Deferred income taxes | 110,664 | 96,885 | ||||||
| Other | 7,144 | 5,334 | ||||||
| Changes in assets and liabilities | (113,330 | ) | (106,761 | ) | ||||
| Net cash provided by operating activities | 633,775 | 560,829 | ||||||
| Cash flows from investing activities | ||||||||
| Capital expenditures | (994,737 | ) | (777,586 | ) | ||||
| Proceeds from the sale of discontinued operations | — | 4,000 | ||||||
| Debt and equity securities activities, net | (1,131 | ) | 777 | |||||
| Other, net | 4,631 | 4,388 | ||||||
| Net cash used in investing activities | (991,237 | ) | (768,421 | ) | ||||
| Cash flows from financing activities | ||||||||
| Net decrease in short-term debt | (264,992 | ) | (575,780 | ) | ||||
| Proceeds from issuance of long-term debt, net of premium/discount | 799,450 | 1,045,221 | ||||||
| Net proceeds from equity offering | 258,047 | 494,085 | ||||||
| Issuance of common stock through stock purchase and employee retirement plans | 8,321 | 10,344 | ||||||
| Settlement of interest rate swaps | — | (90,141 | ) | |||||
| Repayment of long-term debt | — | (450,000 | ) | |||||
| Cash dividends paid | (140,077 | ) | (120,328 | ) | ||||
| Debt issuance costs | (7,738 | ) | (11,227 | ) | ||||
| Net cash provided by financing activities | 653,011 | 302,174 | ||||||
| Net increase in cash and cash equivalents | 295,549 | 94,582 | ||||||
| Cash and cash equivalents at beginning of period | 24,550 | 13,771 | ||||||
| Cash and cash equivalents at end of period | $ | 320,099 | $ | 108,353 | ||||
| Three Months Ended March 31 | Six Months Ended March 31 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Statistics | 2020 | 2019 | 2020 | 2019 | ||||
| Consolidated distribution throughput (MMcf as metered) | 163,870 | 185,432 | 303,428 | 328,178 | ||||
| Consolidated pipeline and storage transportation volumes (MMcf) | 143,465 | 165,369 | 299,994 | 335,896 | ||||
| Distribution meters in service | 3,312,616 | 3,279,005 | 3,312,616 | 3,279,005 | ||||
| Distribution average cost of gas | $ | 3.51 | $ | 4.10 | $ | 3.74 | $ | 4.18 |
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