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 4, 2022
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))
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 4, 2022, Atmos Energy Corporation (the “Company”) issued a news release in which it reported the Company’s financial results for the second quarter of fiscal 2022, which ended March 31, 2022, and that certain of its officers would discuss such financial results in a conference call on Thursday, May 5, 2022 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 4, 2022 (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 |
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 4, 2022 | By: /s/ CHRISTOPHER T. FORSYTHE |
| Christopher T. Forsythe | ||
| Senior Vice President and | ||
| Chief Financial Officer |
3
Document
Exhibit 99.1
| News Release |
|---|
Analysts and Media Contact:
Dan Meziere (972) 855-3729
Atmos Energy Corporation Reports Earnings for Fiscal 2022 Second Quarter;
Tightens Fiscal 2022 Guidance
DALLAS (May 4, 2022) - Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its second fiscal quarter ended March 31, 2022.
Highlights
•Earnings per diluted share was $4.24 for the six months ended March 31, 2022; $2.37 per diluted share for the second fiscal quarter.
•Consolidated net income was $574.2 million for the six months ended March 31, 2022; $325.0 million for the second fiscal quarter.
•Capital expenditures totaled $1,190.0 million for the six months ended March 31, 2022, with approximately 87 percent of capital spending related to system safety and reliability investments.
Outlook
•Earnings per diluted share for fiscal 2022 is expected to be in the adjusted range of $5.50 to $5.60.
•Capital expenditures are expected to be in the range of $2.4 billion to $2.5 billion in fiscal 2022.
•The company's Board of Directors has declared a quarterly dividend of $0.68 per common share. The indicated annual dividend for fiscal 2022 is $2.72, which represents an 8.8% increase over fiscal 2021.
"At every level, our employees remain focused on executing our strategy of modernizing our systems as we invest in safety and reliability," said Kevin Akers, President, and Chief Executive Officer of Atmos Energy. "I'm so proud of them and their hard work as we remain well positioned to deliver annual earnings per share growth between 6% and 8% for fiscal 2022."
Results for the Three Months Ended March 31, 2022
Consolidated operating income increased $3.3 million to $385.1 million for the three months ended March 31, 2022, from $381.8 million in the prior-year quarter. The refund of excess deferred income taxes reduced operating income by $43.3 million quarter over quarter, which was substantially offset by a corresponding decrease in income tax expense. Excluding the impact of these refunds, operating income increased $46.6 million due to rate outcomes in both segments and customer growth in our distribution segment, partially offset by lower weather and
consumption in our distribution segment and increased system maintenance and depreciation expenses.
Distribution operating income increased $8.0 million to $311.3 million for the three months ended March 31, 2022, compared with $303.3 million in the prior-year quarter. Refunds of excess deferred taxes reduced operating income by $39.9 million quarter over quarter. Key operating drivers for this segment include a net $60.0 million increase in rates, a $6.3 million increase due to net customer growth and a $6.6 million decrease in other operation and maintenance expense primarily due to lower bad debt expense in the current-year quarter, partially offset by a $15.5 million decrease in consumption, net of our weather normalization adjustments (WNA), an $11.0 million increase in depreciation and property tax expenses and a $4.1 million increase in system maintenance expense.
Pipeline and storage operating income decreased $4.7 million to $73.8 million for the three months ended March 31, 2022, compared with $78.5 million in the prior-year quarter. Refunds of excess deferred taxes reduced operating income by $3.4 million quarter over quarter. Key operating drivers for this segment include a $13.9 million increase in rates due to the GRIP filing approved in fiscal 2021, partially offset by a $7.6 million increase in system maintenance expense and a $3.8 million increase in depreciation expense due to increased capital investments.
Results for the Six Months Ended March 31, 2022
Consolidated operating income decreased $19.6 million to $661.0 million for the six months ended March 31, 2022, compared to $680.6 million in the prior year. The refund of excess deferred income taxes reduced operating income by $81.9 million year over year, which was substantially offset by a corresponding decrease in income tax expense. Excluding the impact of these refunds, operating income increased $62.3 million due to rate outcomes in both segments and customer growth in our distribution segment, partially offset by lower weather and consumption in our distribution segment, lower thru-system revenue in our pipeline and storage segment and increased system maintenance, depreciation and property tax expenses.
Distribution operating income decreased $11.0 million to $501.8 million for the six months ended March 31, 2022, compared with $512.8 million in the prior-year period. Refunds of excess deferred taxes reduced operating income by $68.6 million year over year. Key operating drivers for this segment include a $92.1 million increase in rates, and customer growth of $10.6 million partially offset by a $16.5 million decrease in consumption, net of WNA, a $12.0 million increase in operation and maintenance expense driven primarily by higher pipeline maintenance costs and other administrative costs and a $21.1 million increase in depreciation and property tax expenses associated with increased capital investments.
Pipeline and storage operating income decreased $8.6 million to $159.2 million for the six months ended March 31, 2022, compared with $167.8 million in the prior year. Refunds of excess deferred income taxes decreased operating income by $13.3 million year over year. Key operating drivers for this segment include a $28.3 million increase from our GRIP filings approved in fiscal 2021 partially offset by a $13.4 million increase in system maintenance, a $6.7 million increase in depreciation and property tax expenses due to increased capital investments and a $2.4 million decrease in through system revenues.
Capital expenditures increased $344.3 million to $1,190.0 million for the six months ended March 31, 2022, compared with $845.7 million in the prior year, due to increased system modernization and expansion spending.
For the six months ended March 31, 2022, the company generated operating cash flow of $640.5 million, compared to $691.3 million excluding the $2.1 billion incurred in the prior-year period for gas costs incurred during Winter Storm Uri. The year-over-year decrease primarily reflects the refund of excess deferred tax liabilities of $81.9 million and the timing of gas cost recoveries, partially offset by the positive effects of successful rate case outcomes achieved in fiscal 2021.
Our equity capitalization ratio at March 31, 2022 was 53.0%, compared with 51.9% at September 30, 2021, due to the issuance of $600 million of 2.85% senior notes in October 2021 and $200 million of 2.625% senior notes in January 2022, partially offset by $594.3 million in equity issuances under our forward equity agreements. Excluding the $2.2 billion of incremental financing issued to pay for the purchased gas costs incurred during Winter Storm Uri, our equity capitalization ratio was 60.9% at March 31, 2022.
Conference Call to be Webcast May 5, 2022
Atmos Energy will host a conference call with financial analysts to discuss the fiscal 2022 second quarter financial results on Thursday, May 5, 2022, 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 risks and uncertainties include the following: 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; the impact of greenhouse gas emissions or other legislation or regulations intended to address climate change; 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 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; the impact of climate change; the inability to continue to hire, train and retain operational, technical and managerial personnel; 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; natural disasters, terrorist activities or other events and other risks and uncertainties discussed herein, all of which are difficult to predict and many of which are beyond our control; 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; increased costs of providing health care benefits, along with pension and postretirement health care benefits and increased funding requirements; and the outbreak of COVID-19 and its impact on business and economic conditions.
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, an S&P 500 company headquartered in Dallas, is the country’s largest natural gas-only distributor. We safely deliver reliable, affordable, efficient and abundant natural gas to more than 3 million distribution customers in over 1,400 communities across eight states located primarily in the South. As part of our vision to be the safest provider of natural gas services, we are modernizing our business and infrastructure while continuing to invest in safety, innovation, environmental sustainability and our communities. Atmos Energy 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.
Atmos Energy Corporation
Financial Highlights (Unaudited)
| Statements of Income | Three Months Ended March 31 | |||
|---|---|---|---|---|
| (000s except per share) | 2022 | 2021 | ||
| Operating revenues | ||||
| Distribution segment | $ | 1,610,546 | $ | 1,282,674 |
| Pipeline and storage segment | 163,747 | 154,168 | ||
| Intersegment eliminations | (124,474) | (117,769) | ||
| 1,649,819 | 1,319,073 | |||
| Purchased gas cost | ||||
| Distribution segment | 993,854 | 691,147 | ||
| Pipeline and storage segment | 1,683 | 113 | ||
| Intersegment eliminations | (124,159) | (117,451) | ||
| 871,378 | 573,809 | |||
| Operation and maintenance expense | 163,352 | 156,375 | ||
| Depreciation and amortization | 133,374 | 118,636 | ||
| Taxes, other than income | 96,583 | 88,449 | ||
| Operating income | 385,132 | 381,804 | ||
| Other non-operating income | 5,213 | 2,834 | ||
| Interest charges | 28,928 | 26,096 | ||
| Income before income taxes | 361,417 | 358,542 | ||
| Income tax expense | 36,418 | 61,788 | ||
| Net income | $ | 324,999 | $ | 296,754 |
| Basic net income per share | $ | 2.37 | $ | 2.30 |
| Diluted net income per share | $ | 2.37 | $ | 2.30 |
| Cash dividends per share | $ | 0.680 | $ | 0.625 |
| Basic weighted average shares outstanding | 136,834 | 129,161 | ||
| Diluted weighted average shares outstanding | 137,250 | 129,164 | ||
| Three Months Ended March 31 | ||||
| --- | --- | --- | --- | --- |
| Summary Net Income by Segment (000s) | 2022 | 2021 | ||
| Distribution | $ | 268,851 | $ | 232,336 |
| Pipeline and storage | 56,148 | 64,418 | ||
| Net income | $ | 324,999 | $ | 296,754 |
Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
| Statements of Income | Six Months Ended March 31 | |||
|---|---|---|---|---|
| (000s except per share) | 2022 | 2021 | ||
| Operating revenues | ||||
| Distribution segment | $ | 2,582,968 | $ | 2,159,324 |
| Pipeline and storage segment | 326,665 | 313,881 | ||
| Intersegment eliminations | (247,028) | (239,652) | ||
| 2,662,605 | 2,233,553 | |||
| Purchased gas cost | ||||
| Distribution segment | 1,490,653 | 1,102,219 | ||
| Pipeline and storage segment | (1,728) | (1,131) | ||
| Intersegment eliminations | (246,384) | (239,019) | ||
| 1,242,541 | 862,069 | |||
| Operation and maintenance expense | 322,462 | 295,018 | ||
| Depreciation and amortization | 261,230 | 233,921 | ||
| Taxes, other than income | 175,379 | 161,901 | ||
| Operating income | 660,993 | 680,644 | ||
| Other non-operating income | 13,915 | 8,906 | ||
| Interest charges | 48,779 | 48,106 | ||
| Income before income taxes | 626,129 | 641,444 | ||
| Income tax expense | 51,921 | 127,012 | ||
| Net income | $ | 574,208 | $ | 514,432 |
| Basic net income per share | $ | 4.24 | $ | 4.01 |
| Diluted net income per share | $ | 4.24 | $ | 4.01 |
| Cash dividends per share | $ | 1.36 | $ | 1.25 |
| Basic weighted average shares outstanding | 135,259 | 128,098 | ||
| Diluted weighted average shares outstanding | 135,470 | 128,100 | ||
| Six Months Ended March 31 | ||||
| --- | --- | --- | --- | --- |
| Summary Net Income by Segment (000s) | 2022 | 2021 | ||
| Distribution | $ | 448,422 | $ | 386,028 |
| Pipeline and storage | 125,786 | 128,404 | ||
| Net income | $ | 574,208 | $ | 514,432 |
Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
| Condensed Balance Sheets | March 31, | September 30, | ||
|---|---|---|---|---|
| (000s) | 2022 | 2021 | ||
| Net property, plant and equipment | $ | 16,084,973 | $ | 15,063,970 |
| Cash and cash equivalents | 582,495 | 116,723 | ||
| Accounts receivable, net | 565,184 | 342,967 | ||
| Gas stored underground | 96,295 | 178,116 | ||
| Other current assets | 2,285,022 | 2,200,909 | ||
| Total current assets | 3,528,996 | 2,838,715 | ||
| Goodwill | 731,257 | 731,257 | ||
| Deferred charges and other assets | 925,917 | 974,720 | ||
| $ | 21,271,143 | $ | 19,608,662 | |
| Shareholders' equity | $ | 8,983,231 | $ | 7,906,889 |
| Long-term debt | 5,757,595 | 4,930,205 | ||
| Total capitalization | 14,740,826 | 12,837,094 | ||
| Accounts payable and accrued liabilities | 354,003 | 423,222 | ||
| Other current liabilities | 653,009 | 686,681 | ||
| Current maturities of long-term debt | 2,201,404 | 2,400,452 | ||
| Total current liabilities | 3,208,416 | 3,510,355 | ||
| Deferred income taxes | 1,848,626 | 1,705,809 | ||
| Regulatory excess deferred taxes | 470,918 | 549,227 | ||
| Deferred credits and other liabilities | 1,002,357 | 1,006,177 | ||
| $ | 21,271,143 | $ | 19,608,662 |
Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
| Condensed Statements of Cash Flows | Six Months Ended March 31 | |||||||
|---|---|---|---|---|---|---|---|---|
| (000s) | 2022 | 2021 | ||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 574,208 | $ | 514,432 | ||||
| Depreciation and amortization | 261,230 | 233,921 | ||||||
| Deferred income taxes | 40,122 | 128,725 | ||||||
| Other | (12,812) | (938) | ||||||
| Change in Winter Storm Uri long-term regulatory asset | — | (2,093,534) | ||||||
| Changes in other assets and liabilities | (222,264) | (184,852) | ||||||
| Net cash provided by (used in) operating activities | 640,484 | (1,402,246) | ||||||
| Cash flows from investing activities | ||||||||
| Capital expenditures | (1,190,029) | (845,728) | ||||||
| Debt and equity securities activities, net | 3,758 | (5,506) | ||||||
| Other, net | 4,302 | 5,171 | ||||||
| Net cash used in investing activities | (1,181,969) | (846,063) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of long-term debt, net of premium/discount | 798,802 | 2,797,346 | ||||||
| Net proceeds from equity issuances | 594,320 | 460,678 | ||||||
| Issuance of common stock through stock purchase and employee retirement plans | 8,010 | 8,291 | ||||||
| Repayment of long-term debt | (200,000) | — | ||||||
| Cash dividends paid | (183,944) | (159,348) | ||||||
| Debt issuance costs | (8,196) | (14,155) | ||||||
| Other | (1,735) | — | ||||||
| Net cash provided by financing activities | 1,007,257 | 3,092,812 | ||||||
| Net increase in cash and cash equivalents | 465,772 | 844,503 | ||||||
| Cash and cash equivalents at beginning of period | 116,723 | 20,808 | ||||||
| Cash and cash equivalents at end of period | $ | 582,495 | $ | 865,311 | ||||
| Three Months Ended March 31 | Six Months Ended March 31 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Statistics | 2022 | 2021 | 2022 | 2021 | ||||
| Consolidated distribution throughput (MMcf as metered) | 189,298 | 191,243 | 297,440 | 319,713 | ||||
| Consolidated pipeline and storage transportation volumes (MMcf) | 129,395 | 130,578 | 265,462 | 275,165 | ||||
| Distribution meters in service | 3,422,900 | 3,380,153 | 3,422,900 | 3,380,153 | ||||
| Distribution average cost of gas | $ | 6.99 | $ | 4.75 | $ | 7.04 | $ | 4.70 |
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