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 3, 2017
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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Item 2.02.
Results of Operations and Financial Condition.

On Wednesday, May 3, 2017, Atmos Energy Corporation (the “Company”) issued a news release in which it reported the Company’s financial results for the 2017 fiscal year second quarter, which ended March 31, 2017, and that certain of its officers would discuss such financial results in a conference call on Thursday, May 4, 2017 at 10:00 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 3, 2017 (furnished under Item 2.02)
 
 
 
 
 















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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 3, 2017
By: /s/ CHRISTOPHER T. FORSYTHE                        
       Christopher T. Forsythe
       Senior Vice President and
       Chief Financial Officer
 
 

























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INDEX TO EXHIBITS


Exhibit Number
Description
 
99.1
News Release dated May 3, 2017 (furnished under Item 2.02)

 
 
 
 











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Exhibit 99.1
G528915G02G72A10.JPG
 
 
 
News Release
Analysts and Media Contact:
Susan Giles (972) 855-3729

Atmos Energy Corporation Reports Earnings for Fiscal 2017
Second Quarter and Six Months; Reaffirms Fiscal 2017 Guidance
DALLAS ( May 3, 2017 ) - Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its fiscal 2017 second quarter and six months ended March 31, 2017 .

Fiscal 2017 second quarter consolidated net income was $164.7 million , or $1.55 per diluted share, compared with consolidated net income of $141.8 million , or $1.38 per diluted share in the prior-year quarter.

Fiscal 2017 second quarter net income from continuing operations was $162.0 million , or $1.52 per diluted share. In the prior-year quarter, net income from continuing operations was $143.0 million , or $1.39 per diluted share, and the net loss from discontinued operations was $1.2 million , or $0.01 per diluted share.

The company recognized a net gain on the sale of discontinued operations of $2.7 million , or $0.03 per diluted share in the current-year quarter, upon completion of the sale of Atmos Energy Marketing, LLC in January 2017.

The company's Board of Directors has declared a quarterly dividend of $0.45 per common share. The indicated annual dividend for fiscal 2017 is $1.80, which represents a 7.1 percent increase over fiscal 2016.

For the  six months ended March 31, 2017 , net income from continuing operations was $276.1 million or  $2.61  per diluted share, compared with net income from continuing operations of $244.5 million , or  $2.38  per diluted share for the same period last year. Net income from discontinued operations for the  six months ended March 31, 2017 , was $13.7 million , or $0.13  per diluted share, including the gain on sale, compared with net income from discontinued operations of $0.1 million in the prior-year period.

"Our solid financial performance in the second quarter reflects the continued execution of our growth strategy, coupled with weather mechanisms which effectively insulated us during a period of warmer than normal weather,” said Kim Cocklin, chief executive officer of Atmos Energy Corporation. "Our results reflect the significant capital investments we have made in our infrastructure to safely and reliably deliver natural gas to our 3.2 million customers. For fiscal

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2017, we remain on track to meet earnings from continuing operations of between $3.45 and $3.65 per diluted share," Cocklin concluded.

Results for the Three Months Ended March 31, 2017
Distribution gross profit, which is defined as operating revenues less purchased gas cost, increased $37.9 million to $449.4 million for the three months ended March 31, 2017 , compared with $411.5 million in the prior-year quarter. Gross profit reflects a net $29.5 million increase in rates, primarily in the Mid-Tex, Mississippi and Louisiana Divisions. In addition, customer growth primarily in the Mid-Tex and Tennessee service areas contributed an incremental $2.5 million in gross profit. These increases were partially offset by a net $0.6 million decline in consumption primarily due to weather that was 23 percent warmer than the prior-year quarter, before adjusting for weather normalization mechanisms.
Pipeline and storage gross profit, which is defined as operating revenues less purchased gas cost, increased $10.0 million to $111.2 million for the three months ended March 31, 2017 , compared with $101.2 million in the prior-year quarter. This increase is primarily the result of a $10.8 million increase in revenues from the Gas Reliability Infrastructure Program (GRIP) filing approved in 2016.
Continuing operation and maintenance expense for the three months ended March 31, 2017 , was $132.2 million , compared with $127.9 million for the prior-year quarter. The $4.3 million quarter-over-quarter increase was primarily driven by higher employee-related costs.

Results for the Six Months Ended March 31, 2017
Distribution gross profit increased $61.9 million to $808.8 million for the six months ended March 31, 2017 , compared with $746.9 million in the prior-year period. Gross profit reflects a net $46.6 million increase in rates, primarily in the Mid-Tex, Louisiana and Mississippi Divisions. Customer growth primarily in the Mid-Tex Division contributed an incremental $4.2 million in gross profit. Revenue-related taxes primarily in the Mid-Tex and West Texas Divisions increased gross profit by $3.8 million. Transportation gross profit primarily in the Kentucky/Mid-States and West Texas Divisions increased $2.7 million, period over period. These increases were partially offset by a net $1.0 million decline in consumption primarily due to weather that was 12 percent warmer than the prior-year period, before adjusting for weather normalization mechanisms.
Pipeline and storage gross profit increased $20.6 million to $220.8 million for the six months ended March 31, 2017 , compared with $200.2 million in the prior-year period. This increase primarily is attributable to a $21.5 million increase in revenue from the GRIP filings approved in fiscal 2016.
Continuing operation and maintenance expense for the six months ended March 31, 2017 , was $257.2 million , compared with $247.7 million for the prior-year period. This $9.5 million increase was primarily driven by higher employee-related costs and increased pipeline maintenance spending.
In January 2017, the company completed the sale of its natural gas marketing business. Net income from discontinued operations was $13.7 million for the six months ended March 31, 2017 , compared with $0.1 million in the prior–year period. The increase largely reflects the recognition of a net $6.6 million noncash gain in the first quarter of fiscal 2017 from unwinding

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hedge accounting for certain of the natural gas marketing business's financial positions as a result of the sale and the $2.7 million gain recognized on the sale.
Capital expenditures increased $23.4 million to $559.4 million for the six months ended March 31, 2017 , compared with $536.0 million in the prior-year period, driven by a planned increase in spending for infrastructure replacements and enhancements.

For the six months ended March 31, 2017 , the company generated operating cash flow of $552.0 million , a $99.0 million increase compared with the six months ended March 31, 2016 . The year-over-year increase primarily reflects the positive cash effect of successful rate case outcomes achieved in fiscal 2016 and changes in working capital.

The debt capitalization ratio at March 31, 2017 was 45.8 percent , compared with 48.5 percent at September 30, 2016 and 47.8 percent at March 31, 2016 . At March 31, 2017 , there was $670.6 million of short-term debt outstanding, compared with $829.8 million at September 30, 2016 and $626.9 million at March 31, 2016 . Short-term debt balances fluctuate due to the seasonal nature of the natural gas business and the timing of spending year over year.

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 continues to expect fiscal 2017 earnings from continuing operations to be in the range of $3.45 to $3.65 per diluted share. Net income from continuing operations is still expected to be in the range of $365 million to $390 million. Capital expenditures for fiscal 2017 are still expected to range between $1.1 billion and $1.25 billion.

Conference Call to be Webcast May 4, 2017
Atmos Energy will host a conference call with financial analysts to discuss the fiscal 2017 second quarter financial results on Thursday, May 4, 2017 , at 10:00 a.m. Eastern Time. The domestic telephone number is 877-485-3107 and the international telephone number is 201-689-8427. Kim Cocklin, Chief Executive Officer, Mike Haefner, President and Chief Operating 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.

Highlights and Recent Developments
Board Retirement
On February 9, 2017, Atmos Energy announced the retirement of Dr. Thomas C. Meredith from the company's Board of Directors, effective February 8, 2017.

This news release should be read in conjunction with the attached unaudited financial information.

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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 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, 2016 , and in the company's Quarterly Report on Form 10-Q for the three months ended December 31, 2016. 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.
About Atmos Energy
Atmos Energy Corporation, headquartered in Dallas, is the country's largest 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 .

 



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Atmos Energy Corporation
Financial Highlights (Unaudited)
 

 
 
 
 
 
Statements of Income
 
Three Months Ended 
 March 31
(000s except per share)
 
2017
 
2016
Gross Profit:
 
 
 
 
Distribution segment
 
$
449,445

 
$
411,456

Pipeline and storage segment
 
111,247

 
101,228

Intersegment eliminations
 

 

Gross profit
 
560,692

 
512,684

Operation and maintenance expense
 
132,239

 
127,857

Depreciation and amortization
 
77,667

 
71,391

Taxes, other than income
 
65,614

 
61,780

Total operating expenses
 
275,520

 
261,028

Operating income
 
285,172

 
251,656

Miscellaneous income (expense)
 
833

 
(329
)
Interest charges
 
26,944

 
27,559

Income from continuing operations before income taxes
 
259,061

 
223,768

Income tax expense
 
97,049

 
80,765

Income from continuing operations
 
162,012

 
143,003

Loss from discontinued operations, net of tax
 

 
(1,193
)
Gain on sale of discontinued operations, net of tax
 
2,716

 

Net Income
 
$
164,728

 
$
141,810

Basic and diluted net income per share
 
 
 
 
Income per share from continuing operations
 
$
1.52

 
$
1.39

Income (loss) per share from discontinued operations
 
0.03

 
(0.01
)
Net income per share - basic and diluted
 
$
1.55

 
$
1.38

Cash dividends per share
 
$
0.45

 
$
0.42

Basic and diluted weighted average shares outstanding
 
105,935

 
102,946



 
 
 
 
 
 
 
Three Months Ended 
 March 31
Summary Net Income (Loss) by Segment (000s)
 
2017
 
2016
Distribution
 
$
131,145

 
$
115,080

Pipeline and storage
 
30,867

 
27,923

Net income from continuing operations
 
162,012

 
143,003

Net income from discontinued operations
 
2,716

 
(1,193
)
Net Income
 
$
164,728

 
$
141,810











5



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)


 
 
 
 
 
Statements of Income
 
Six Months Ended 
 March 31
(000s except per share)
 
2017
 
2016
Gross Profit:
 
 
 
 
Distribution
 
$
808,755

 
$
746,908

Pipeline and Storage
 
220,844

 
200,203

Intersegment eliminations
 
(44
)
 

Gross profit
 
1,029,555

 
947,111

Operation and maintenance expense
 
257,177

 
247,685

Depreciation and amortization
 
154,625

 
142,047

Taxes, other than income
 
122,663

 
112,994

Total operating expenses
 
534,465

 
502,726

Operating income
 
495,090

 
444,385

Miscellaneous expense
 
(161
)
 
(1,208
)
Interest charges
 
57,974

 
57,096

Income from continuing operations before income taxes
 
436,955

 
386,081

Income tax expense
 
160,905

 
141,532

Income from continuing operations
 
276,050

 
244,549

Income from discontinued operations, net of tax
 
10,994

 
122

Gain on sale of discontinued operations, net of tax
 
2,716

 

Net Income
 
$
289,760

 
$
244,671

Basic and diluted earnings per share
 
 
 
 
Income per share from continuing operations
 
$
2.61

 
$
2.38

Income per share from discontinued operations
 
0.13

 

Net income per share - basic and diluted
 
$
2.74

 
$
2.38

Cash dividends per share
 
$
0.90

 
$
0.84

Basic and diluted weighted average shares outstanding
 
105,610

 
102,837


 
 
 
 
 
 
 
Six Months Ended 
 March 31
Summary Net Income by Segment (000s)
 
2017
 
2016
Distribution
 
$
216,509

 
$
189,016

Pipeline and Storage
 
59,541

 
55,533

Net income from continuing operations
 
276,050

 
244,549

Net income from discontinued operations
 
13,710

 
122

Net income
 
$
289,760

 
$
244,671






6



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Balance Sheets
 
March 31,
 
September 30,
(000s)
 
2017
 
2016
Net property, plant and equipment
 
$
8,738,487

 
$
8,268,606

Cash and cash equivalents
 
45,403

 
47,534

Accounts receivable, net
 
336,637

 
215,880

Gas stored underground
 
120,026

 
179,070

Current assets of disposal group classified as held for sale
 

 
151,117

Other current assets
 
61,018

 
88,085

Total current assets
 
563,084

 
681,686

Goodwill
 
729,673

 
726,962

Noncurrent assets of disposal group classified as held for sale
 

 
28,616

Deferred charges and other assets
 
330,222

 
305,019

 
 
$
10,361,466

&##160;
$
10,010,889

 
 
 
 
 
Shareholders' equity
 
$
3,834,864

 
$
3,463,059

Long-term debt
 
2,314,620

 
2,188,779

Total capitalization
 
6,149,484

 
5,651,838

Accounts payable and accrued liabilities
 
185,212

 
196,485

Current liabilities of disposal group classified as held for sale
 

 
72,900

Other current liabilities
 
390,253

 
439,085

Short-term debt
 
670,607

 
829,811

Current maturities of long-term debt
 
250,000

 
250,000

Total current liabilities
 
1,496,072

 
1,788,281

Deferred income taxes
 
1,810,160

 
1,603,056

Noncurrent liabilities of disposal group classified as held for sale
 

 
316

Deferred credits and other liabilities
 
905,750

 
967,398

 
 
$
10,361,466

 
$
10,010,889


7



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Statements of Cash Flows
 
Six Months Ended 
 March 31
(000s)
 
2017
 
2016
Cash flows from operating activities
 
 
 
 
Net income
 
$
289,760

 
$
244,671

Depreciation and amortization
 
154,810

 
143,211

Deferred income taxes
 
148,657

 
132,456

Gain on sale of discontinued operations
 
(12,931
)
 

Discontinued cash flow hedging for natural gas marketing commodity contracts
 
(10,579
)
 

Other
 
10,391

 
8,771

Changes in assets and liabilities
 
(28,105
)
 
(76,154
)
Net cash provided by operating activities
 
552,003

 
452,955

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
(559,385
)
 
(536,004
)
Acquisition
 
(85,714
)
 

Proceeds from the sale of discontinued operations
 
133,560

 

Available-for-sale securities activities, net
 
(8,918
)
 
(2,117
)
Other, net
 
3,787

 
4,597

Net cash used in investing activities
 
(516,670
)
 
(533,524
)
Cash flows from financing activities
 
 
 
 
Net increase (decrease) in short-term debt
 
(159,204
)
 
169,002

Proceeds from issuance of long-term debt, net of discount
 
125,000

 

Net proceeds from equity offering
 
49,400

 

Issuance of common stock through stock purchase and employee retirement plans
 
16,984

 
17,641

Interest rate agreements cash collateral
 
25,670

 

Cash dividends paid
 
(95,314
)
 
(86,809
)
Net cash provided by (used in) financing activities
 
(37,464
)
 
99,834

Net increase (decrease) in cash and cash equivalents
 
(2,131
)
 
19,265

Cash and cash equivalents at beginning of period
 
47,534

 
28,653

Cash and cash equivalents at end of period
 
$
45,403

 
$
47,918

 
 
 
Three Months Ended 
 March 31
 
Six Months Ended 
 March 31
Statistics
 
2017
 
2016
 
2017
 
2016
Consolidated distribution throughput (MMcf as metered)
 
137,669

 
157,047

 
248,274

 
261,512

Consolidated pipeline and storage transportation volumes (MMcf)
 
131,151

 
115,040

 
266,127

 
244,199

Distribution meters in service
 
3,208,532

 
3,176,716

 
3,208,532

 
3,176,716

Distribution average cost of gas
 
$
5.25

 
$
3.87

 
$
5.28

 
$
4.05

###


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