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 2, 2018
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)



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 2, 2018, Atmos Energy Corporation (the “Company”) issued a news release in which it reported the Company’s financial results for the 2018 fiscal year second quarter, which ended March 31, 2018, and that certain of its officers would discuss such financial results in a conference call on Thursday, May 3, 2018 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
  
 
 
 
 
 















2



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 2, 2018
By:   /s/ CHRISTOPHER T. FORSYTHE                        
 
       Christopher T. Forsythe
 
       Senior Vice President and
 
       Chief Financial Officer
 
 
 
 



































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Exhibit 99.1
G528915G02G72A15.JPG
 
 
 
News Release
Analysts and Media Contact:
Jennifer Hills (972) 855-3729

Atmos Energy Corporation Reports Earnings for Fiscal 2018 Second Quarter and Six Months; Reaffirms Fiscal 2018 Guidance
DALLAS ( May 2, 2018 ) - Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its fiscal 2018 second quarter and six months ended March 31, 2018 .

Fiscal 2018 second quarter consolidated net income was $179.0 million , or $1.60 per diluted share, compared with consolidated net income of $164.7 million , or $1.55 per diluted share in the prior-year quarter.
Adjusted income from continuing operations was $175.2 million , or $1.57 per diluted share after excluding an income tax benefit of $3.8 million , or $0.03 per diluted share, related to the Tax Cuts and Jobs Act of 2017 (the TCJA). Net income from continuing operations was $162.0 million , or  $1.52  per diluted share for the same quarter last year.
The company's Board of Directors has declared a quarterly dividend of $0.485 per common share. The indicated annual dividend for fiscal 2018 is $1.94, which represents a 7.8 percent increase over fiscal 2017.

For the  six months ended March 31, 2018 , consolidated net income was  $493.1 million  or  $4.47  per diluted share, compared with consolidated net income of  $289.8 million , or  $2.74  per diluted share for the same period last year. Adjusted income from continuing operations for the  six months ended March 31, 2018 , which excludes a one-time income tax benefit related to the TCJA of $165.7 million , or $1.50 per diluted share, was  $327.4 million , or  $2.97  per diluted share, compared with adjusted net income from continuing operations of  $276.1 million , or $2.61 per diluted share in the prior-year period.

“Our results continue to benefit from the significant capital investments we are making to modernize our infrastructure to improve system safety and reliability,” said Mike Haefner, President and Chief Executive Officer of Atmos Energy Corporation.  "We remain on track to meet our fiscal 2018 guidance range of $3.85 to $4.05 per diluted share. Also, we expect our customers will save over $100 million annually from the recently enacted Tax Cuts and Jobs Act. We have made significant progress during the quarter to ensure that our customers receive the full benefit of these savings,” Haefner concluded.



1



Results for the Three Months Ended March 31, 2018
Operating income decreased $16.2 million to $269.0 million for the three months ended March 31, 2018, from $285.2 million in the prior-year quarter. The decrease primarily reflects the lower statutory tax rate in revenues due to the TCJA and higher operation and maintenance expenses in the current-year quarter.
Distribution contribution margin increased $22.8 million to $472.2 million for the three months ended March 31, 2018 , compared with $449.4 million in the prior-year quarter. Contribution margin reflects a net $27.6 million increase in rates, primarily in the Mid-Tex, West Texas, and Kentucky/Mid-States Divisions. Net consumption increased $9.3 million, primarily due to weather that was 43 percent colder than the prior-year quarter. Transportation contribution margin increased $4.3 million quarter over quarter primarily due to the addition of new industrial customers. These increases were partially offset by a decrease of $26.2 million as a result of incorporating the lower statutory tax rate in revenues due to the TCJA.
Pipeline and storage contribution margin increased $9.3 million to $120.5 million for the three months ended March 31, 2018 , compared with $111.2 million in the prior-year quarter. This increase is attributable to a $16.5 million increase in rates, due to the Atmos Pipeline–Texas rate case and the Gas Reliability Infrastructure Program (GRIP) filing approved in December 2017, partially offset by a decrease of $8.0 million as a result of including the lower statutory tax rate in revenues due to the TCJA. Additionally, transportation fees and volumes increased contribution margin a net $1.7 million due to wider spreads and positive supply and demand dynamics affecting the Permian Basin.
Continuing operation and maintenance expense for the three months ended March 31, 2018 , was $161.1 million , compared with $132.2 million for the prior-year period. This $28.9 million increase was primarily driven by expenses incurred as part of a planned outage in the Mid-Tex Division in March 2018 and increased system maintenance and other expense during the quarter.

Results for the Six Months Ended March 31, 2018
Operating income increased $15.4 million to $510.5 million for the six months ended March 31, 2018, compared to $495.1 million in the prior-year period, which primarily reflects positive rate outcomes, stronger customer consumption, and customer growth in the distribution business, partially offset by reduced revenues as a result of implementing the TCJA and higher operation and maintenance expense in the current-year period.
Distribution contribution margin increased $60.5 million to $869.3 million for the six months ended March 31, 2018 , compared with $808.8 million in the prior-year period. Contribution margin reflects a net $53.1 million increase in rates, primarily in the Mid-Tex, West Texas, and Kentucky/Mid-States Divisions. In addition, net consumption increased $15.0 million, primarily due to weather that was 33 percent colder than the prior-year period. Transportation contribution margin increased $6.0 million period over period primarily due to the addition of new industrial customers. These increases were partially offset by a decrease of $26.2 million as a result of incorporating the lower statutory tax rate in revenues due to the TCJA.
Pipeline and storage contribution margin increased $25.3 million to $246.1 million for the six months ended March 31, 2018 , compared with $220.8 million in the prior-year period. This

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increase is primarily attributable to a $30.4 million increase in revenue from the Atmos Pipeline–Texas rate case and the GRIP filing approved in December 2017, partially offset by a decrease of $8.0 million as a result of including the lower statutory tax rate in revenues due to the TCJA. In addition, transportation fees and volumes increased contribution margin by a net $3.1 million due to wider spreads and positive supply and demand dynamics impacting the Permian Basin.
Continuing operation and maintenance expense for the six months ended March 31, 2018 was $290.6 million , compared with $257.2 million in the prior-year period. This increase was primarily driven by expenses incurred as a result of the aforementioned planned outage experienced in March and increased maintenance activities in the distribution segment in the current year.
Capital expenditures increased $134.6 million to $694.0 million for the six months ended March 31, 2018 , compared with $559.4 million in the prior-year period, due to continued spending for infrastructure replacements and enhancements.
For the six months ended March 31, 2018 , the company generated operating cash flow of $751.4 million , a $199.4 million increase compared with the six months ended March 31, 2017 . The period-over-period increase primarily reflects successful rate case outcomes achieved in fiscal 2017 and changes in working capital, primarily as a result of the timing of gas cost recoveries under purchased gas cost mechanisms and increased customer consumption and transportation margins.
The equity capitalization ratio at March 31, 2018 was 59.6% , compared with 52.6% at September 30, 2017 . On November 28, 2017, Atmos Energy completed the public offering of 4,558,404 shares of common stock for gross proceeds of approximately $400 million. Atmos Energy used the net proceeds of $395.1 million from this offering to repay short-term debt under its commercial paper program, to fund capital spending primarily to enhance the safety and reliability of its system, and for general corporate purposes.
Outlook
The leadership of Atmos Energy remains focused on enhancing system safety and reliability through infrastructure investment while delivering shareholder value and consistent earnings growth. Atmos Energy expects fiscal 2018 earnings to be in the previously announced range of $3.85 to $4.05 per diluted share, excluding the one-time, non-cash income tax benefit. Capital expenditures for fiscal 2018 are expected to be approximately $1.4 billion.



Conference Call to be Webcast May 3, 2018
Atmos Energy will host a conference call with financial analysts to discuss the fiscal 2018 second quarter financial results on Thursday, May 3, 2018 , at 10:00 a.m. Eastern Time. The domestic telephone number is 877-485-3107 and the international telephone number is 201-689-8427. Mike Haefner, 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.

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This news release should be read in conjunction with the attached unaudited financial information.
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 in 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 news release, including the risks and uncertainties 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 risks and uncertainties discussed in the company's Annual Report on Form 10-K for the fiscal year ended September 30, 2017 .
Although the company believes 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. The company undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures
The historical financial information in this news release utilizes certain financial measures that are not presented in accordance with generally accepted accounting principles (GAAP). Specifically, the company uses contribution margin, defined as operating revenues less purchased gas cost, to discuss and analyze its financial performance. Its operations are affected by the cost of natural gas, which is passed through to its customers without markup and includes commodity price, transportation, storage, injection and withdrawal fees, along with hedging settlements. These costs are reflected in the income statement as purchased gas cost. Therefore, increases in the cost of gas are offset by a corresponding increase in revenues.  Accordingly, the company believes contribution margin is a more useful and relevant measure to analyze its financial performance than operating revenues. The term contribution margin is not intended to represent operating income, the most comparable GAAP financial measure, as an indicator of operating performance, and is not necessarily comparable to similarly titled measures reported by other companies.
In addition, the enactment of the TCJA required the company to remeasure its deferred tax assets and liabilities at its new federal statutory income tax rate as of December 31, 2017, which resulted in the recognition of a one-time, non-cash income tax benefit of $165.7 million during the six months ended March 31, 2018 . Due to the non-recurring nature of this benefit, the company believes that income from continuing operations and diluted earnings per share from continuing operations before the one-time, non-cash income tax benefit,

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provides a more useful and relevant measure to analyze its financial performance than income from continuing operations and consolidated diluted earnings per share from continuing operations. Accordingly, the discussion and analysis of the company's financial performance will reference adjusted income from continuing operations and diluted earnings per share, which is calculated as follows:
 
Three Months Ended March 31
 
2018
 
2017
 
Change
 
(In thousands, except per share data)
Income from continuing operations
$
178,992

 
$
162,012

 
$
16,980

TCJA non-cash income tax benefit
3,791

 

 
3,791

Adjusted income from continuing operations
$
175,201

 
$
162,012

 
$
13,189

 
 
 
 
 
 
Consolidated diluted EPS from continuing operations
$
1.60

 
$
1.52

 
$
0.08

Diluted EPS from TCJA non-cash income tax benefit
0.03

 

 
0.03

Adjusted diluted EPS from continuing operations
$
1.57

 
$
1.52

 
$
0.05

 
Six Months Ended March 31
 
2018
 
2017
 
Change
 
(In thousands, except per share data)
Income from continuing operations
$
493,124

 
$
276,050

 
$
217,074

TCJA non-cash income tax benefit
165,675

 

 
165,675

Adjusted income from continuing operations
$
327,449

 
$
276,050

 
$
51,399

 
 
 
 
 
 
Consolidated diluted EPS from continuing operations
$
4.47

 
$
2.61

 
$
1.86

Diluted EPS from TCJA non-cash income tax benefit
1.50

 

 
1.50

Adjusted diluted EPS from continuing operations
$
2.97

 
$
2.61

 
$
0.36


About Atmos Energy
Atmos Energy Corporation, headquartered in Dallas, is the country's largest fully-regulated, natural-gas-only distributor, serving over three million natural gas distribution customers in over 1,400 communities in eight states from the Blue Ridge Mountains in the East to the Rocky Mountains in the West. Atmos Energy also manages company-owned natural gas pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas. For more information, visit www.atmosenergy.com .

 


5



Atmos Energy Corporation
Financial Highlights (Unaudited)

 
 
 
 
 
Statements of Income
 
Three Months Ended 
 March 31
(000s except per share)
 
2018
 
2017
Operating revenues
 
 
 
 
Distribution segment
 
$
1,199,291

 
$
962,541

Pipeline and storage segment
 
120,955

 
111,972

Intersegment eliminations
 
(100,837
)
 
(86,327
)
 
 
1,219,409

 
988,186

Purchased gas cost
 
 
 
 
Distribution segment
 
727,053

 
513,096

Pipeline and storage segment
 
433

 
725

Intersegment eliminations
 
(100,526
)
 
(86,327
)
 
 
626,960

 
427,494

Contribution margin
 
592,449

 
560,692

Operation and maintenance expense
 
161,073

 
132,239

Depreciation and amortization
 
89,381

 
77,667

Taxes, other than income
 
73,007

 
65,614

Total operating expenses
 
323,461

 
275,520

Operating income
 
268,988

 
285,172

Miscellaneous income (expense)
 
(253
)
 
833

Interest charges
 
27,304

 
26,944

Income from continuing operations before income taxes
 
241,431

 
259,061

Income tax expense
 
62,439

 
97,049

Income from continuing operations
 
178,992

 
162,012

Gain on sale of discontinued operations, net of tax
 

 
2,716

Net Income
 
$
178,992

 
$
164,728

Basic and diluted net income per share
 
 
 
 
Income per share from continuing operations
 
$
1.60

 
$
1.52

Income per share from discontinued operations
 

 
0.03

Net income per share - basic and diluted
 
$
1.60

 
$
1.55

Cash dividends per share
 
$
0.485

 
$
0.450

Basic and diluted weighted average shares outstanding
 
111,706

 
105,935

 
 
 
 
 
 
 
Three Months Ended 
 March 31
Summary Net Income by Segment (000s)
 
2018
 
2017
Distribution
 
$
145,243

 
$
131,145

Pipeline and storage
 
33,749

 
30,867

Net income from continuing operations
 
178,992

 
162,012

Net income from discontinued operations
 

 
2,716

Net Income
 
$
178,992

 
$
164,728







6



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)

 
 
 
 
 
Statements of Income
 
Six Months Ended 
 March 31
(000s except per share)
 
2018
 
2017
Operating revenues
 
 
 
 
Distribution segment
 
$
2,060,083

 
$
1,717,197

Pipeline and storage segment
 
247,418

 
221,924

Intersegment eliminations
 
(198,900
)
 
(170,767
)
 
 
2,108,601

 
1,768,354

Purchased gas cost
 
 
 
 
Distribution segment
 
1,190,811

 
908,442

Pipeline and storage segment
 
1,345

 
1,080

Intersegment eliminations
 
(198,279
)
 
(170,723
)
 
 
993,877

 
738,799

Contribution margin
 
1,114,724

 
1,029,555

Operation and maintenance expense
 
290,640

 
257,177

Depreciation and amortization
 
177,755

 
154,625

Taxes, other than income
 
135,780

 
122,663

Total operating expenses
 
604,175

 
534,465

Operating income
 
510,549

 
495,090

Miscellaneous expense
 
(2,288
)
 
(161
)
Interest charges
 
58,813

 
57,974

Income from continuing operations before income taxes
 
449,448

 
436,955

Income tax expense
 
(43,676
)
 
160,905

Income from continuing operations
 
493,124

 
276,050

Income from discontinued operations, net of tax
 

 
10,994

Gain on sale of discontinued operations, net of tax
 

 
2,716

Net Income
 
$
493,124

 
$
289,760

Basic and diluted earnings per share
 
 
 
 
Income per share from continuing operations
 
$
4.47

 
$
2.61

Income per share from discontinued operations
 

 
0.13

Net income per share - basic and diluted
 
$
4.47

 
$
2.74

Cash dividends per share
 
$
0.97

 
$
0.90

Basic and diluted weighted average shares outstanding
 
110,135

 
105,610

 
 
 
 
 
 
 
Six Months Ended 
 March 31
Summary Net Income by Segment (000s)
 
2018
 
2017
Distribution
 
$
394,342

 
$
216,509

Pipeline and storage
 
98,782

 
59,541

Net income from continuing operations
 
493,124

 
276,050

Net income from discontinued operations
 

 
13,710

Net income
 
$
493,124

 
$
289,760






7



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Balance Sheets
 
March 31,
 
September 30,
(000s)
 
2018
 
2017
Net property, plant and equipment
 
$
9,761,329

 
$
9,259,182

Cash and cash equivalents
 
71,074

 
26,409

Accounts receivable, net
 
407,134

 
222,263

Gas stored underground
 
89,265

 
184,653

Other current assets
 
55,263

 
106,321

Total current assets
 
622,736

 
539,646

Goodwill
 
730,132

 
730,132

Deferred charges and other assets
 
242,125

 
220,636

 
 
$
11,356,322

 
$
10,749,596

 
 
 
 
 
Shareholders' equity
 
$
4,721,346

 
$
3,898,666

Long-term debt
 
2,617,892

 
3,067,045

Total capitalization
 
7,339,238

 
6,965,711

Accounts payable and accrued liabilities
 
230,823

 
233,050

Other current liabilities
 
538,702

 
332,648

Short-term debt
 
129,602

 
447,745

Current maturities of long-term debt
 
450,000

 

Total current liabilities
 
1,349,127

 
1,013,443

Deferred income taxes
 
1,107,036

 
1,878,699

Regulatory excess deferred taxes
 
737,798

 

Deferred credits and other liabilities
 
823,123

 
891,743

 
 
$
11,356,322

 
$
10,749,596


8



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Statements of Cash Flows
 
Six Months Ended 
 March 31
(000s)
 
2018
 
2017
Cash flows from operating activities
 
 
 
 
Net income
 
$
493,124

 
$
289,760

Depreciation and amortization
 
177,755

 
154,810

Deferred income taxes
 
116,023

 
148,657

One-time income tax benefit
 
(165,675
)
 

Gain on sale of discontinued operations
 

 
(12,931
)
Discontinued cash flow hedging for natural gas marketing commodity contracts
 

 
(10,579
)
Other
 
12,252

 
10,391

Changes in assets and liabilities
 
117,888

 
(28,105
)
Net cash provided by operating activities
 
751,367

 
552,003

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
(693,978
)
 
(559,385
)
Acquisition
 

 
(85,714
)
Proceeds from the sale of discontinued operations
 
3,000

 
133,560

Available-for-sale securities activities, net
 
(1,175
)
 
(8,918
)
Other, net
 
4,009

 
3,787

Net cash used in investing activities
 
(688,144
)
 
(516,670
)
Cash flows from financing activities
 
 
 
 
Net decrease in short-term debt
 
(318,143
)
 
(159,204
)
Proceeds from issuance of long-term debt, net of premium/discount
 

 
125,000

Net proceeds from equity offering
 
395,092

 
49,400

Issuance of common stock through stock purchase and employee retirement plans
 
11,902

 
16,984

Interest rate agreements cash collateral
 

 
25,670

Cash dividends paid
 
(105,891
)
 
(95,314
)
Other
 
(1,518
)
 

Net cash used in financing activities
 
(18,558
)
 
(37,464
)
Net increase (decrease) in cash and cash equivalents
 
44,665

 
(2,131
)
Cash and cash equivalents at beginning of period
 
26,409

 
47,534

Cash and cash equivalents at end of period
 
$
71,074

 
$
45,403

 
 
 
Three Months Ended 
 March 31
 
Six Months Ended 
 March 31
Statistics
 
2018
 
2017
 
2018
 
2017
Consolidated distribution throughput (MMcf as metered)
 
179,978

 
137,669

 
304,335

 
248,274

Consolidated pipeline and storage transportation volumes (MMcf)
 
148,980

 
131,151

 
304,085

 
266,127

Distribution meters in service
 
3,245,012

 
3,208,532

 
3,245,012

 
3,208,532

Distribution average cost of gas
 
$
5.42

 
$
5.25

 
$
5.40

 
$
5.28

###


9