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

August 2, 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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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, August 2, 2017, Atmos Energy Corporation (the “Company”) issued a news release in which it reported the Company’s financial results for the 2017 fiscal year third quarter, which ended June 30, 2017, and that certain of its officers would discuss such financial results in a conference call on Thursday, August 3, 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 August 2, 2017 (furnished under Item 2.02)
 
 
 
 
 















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: August 2, 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 August 2, 2017 (furnished under Item 2.02)

 
 
 
 











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Exhibit 99.1
G528915G02G72A12.JPG
 
 
 
News Release
Analysts and Media Contact:
Susan Giles (972) 855-3729

Atmos Energy Corporation Reports Earnings for Fiscal 2017
Third Quarter and Nine Months; Tightens Fiscal 2017 Guidance
DALLAS ( August 2, 2017 ) - Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its fiscal 2017 third quarter and nine months ended June 30, 2017 .

Fiscal 2017 third quarter consolidated net income was $70.8 million , or $0.67 per diluted share, compared with consolidated net income of $71.2 million , or $0.69 per diluted share in the prior-year quarter.

Fiscal 2017 third quarter net income from continuing operations was $70.8 million , or $0.67 per diluted share. In the prior-year quarter, net income from continuing operations was $66.1 million , or $0.64 per diluted share.

The company now expects fiscal 2017 earnings from continuing operations to be in the middle of the tightened range of $3.55 to $3.63 per diluted share.
    
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  nine months ended June 30, 2017 , net income from continuing operations was $346.9 million or  $3.27  per diluted share, compared with net income from continuing operations of $310.7 million , or  $3.01  per diluted share for the same period last year.

“Our regulatory framework is paramount to our success in becoming the nation’s safest utility,” said Kim Cocklin, chief executive officer of Atmos Energy Corporation. “Timely recovery of our infrastructure investments provides for the efficient conversion of rate base growth to earnings growth. Now that our most significant rate activities have been concluded, we expect fiscal 2017 earnings from continuing operations to be in the middle of our tightened range of $3.55 to $3.63 per diluted share,” Cocklin concluded.




1



Results for the Three Months Ended June 30, 2017
Distribution gross profit increased $19.0 million to $296.3 million for the three months ended June 30, 2017 , compared with $277.3 million in the prior-year quarter. Gross profit reflects a net $13.7 million increase in rates, primarily in the Mid-Tex, West Texas, Louisiana and Mississippi Divisions. In addition, consumption increased a net $1.8 million, despite weather that was 19 percent warmer than the prior-year quarter and customer growth, primarily in the Mid-Tex Division, contributed an incremental $1.1 million in gross profit.
Pipeline and storage gross profit increased $1.7 million to $116.0 million for the three months ended June 30, 2017 , compared with $114.3 million in the prior-year quarter. This increase is primarily the result of higher through system revenue of $1.3 million, largely related to incremental throughput on the Enlink Pipeline, which was acquired in the first quarter of fiscal 2017, and higher basis spreads due to increased production in the Permian Basin.
Continuing operation and maintenance expense for the three months ended June 30, 2017 , was $128.7 million , compared with $131.4 million for the prior-year quarter. The $2.7 million quarter-over-quarter decrease was primarily driven by lower legal expenses.

Results for the Nine Months Ended June 30, 2017
Distribution gross profit increased $80.8 million to $1,105.0 million for the nine months ended June 30, 2017 , compared with $1,024.2 million in the prior-year period. Gross profit reflects a net $59.0 million increase in rates, primarily in the Mid-Tex, Louisiana and Mississippi Divisions. Customer growth, primarily in the Mid-Tex Division, contributed an incremental $5.4 million in gross profit. Transportation gross profit, primarily in the Kentucky/Mid-States, Mid-Tex and West Texas Divisions, increased $4.2 million, period over period. Revenue-related taxes, primarily in the Mid-Tex and West Texas Divisions, increased gross profit by $3.8 million. In addition, net consumption increased $2.1 million, despite weather that was 12 percent warmer than the prior-year period.
Pipeline and storage gross profit increased $22.4 million to $336.9 million for the nine months ended June 30, 2017 , compared with $314.5 million in the prior-year period. This increase primarily is attributable to a $22.1 million increase in revenue from the GRIP filings approved in fiscal 2016.
Continuing operation and maintenance expense for the nine months ended June 30, 2017 , was $385.9 million , compared with $379.1 million for the prior-year period. This $6.8 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 nine months ended June 30, 2017 , compared with $5.2 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 hedge accounting for certain of the natural gas marketing business's financial positions as a result of the sale and a $2.7 million gain recognized on the sale in the second fiscal quarter.
Capital expenditures increased $22.4 million to $812.1 million for the nine months ended June 30, 2017 , compared with $789.7 million in the prior-year period, driven by a planned increase in spending for infrastructure replacements and enhancements.

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For the nine months ended June 30, 2017 , the company generated operating cash flow of $745.6 million , a $115.6 million increase compared with the nine months ended June 30, 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, primarily the recovery of deferred purchased gas cost.
The debt capitalization ratio at June 30, 2017 was 46.0 percent , compared with 48.5 percent at September 30, 2016 and 47.3 percent at June 30, 2016 . At June 30, 2017 , there was $258.6 million of short-term debt outstanding, compared with $829.8 million at September 30, 2016 and $670.5 million at June 30, 2016 . On June 8, 2017, the company completed a public offering of $500 million of 3.00% senior unsecured notes due 2027 and $250 million of 4.125% senior unsecured notes due 2044. The net proceeds of approximately $753 million were used to repay $250 million 6.35% senior unsecured notes at maturity on June 15, 2017 and for general corporate purposes, including the repayment of commercial paper.

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 now expects fiscal 2017 earnings from continuing operations to be in the tightened range of $3.55 to $3.63 per diluted share. Net income from continuing operations is now expected to be in the range of $375 million to $385 million. Capital expenditures for fiscal 2017 are still expected to range between $1.1 billion and $1.25 billion.

Conference Call to be Webcast August 3, 2017
Atmos Energy will host a conference call with financial analysts to discuss the fiscal 2017 third quarter financial results on Thursday, August 3, 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.

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 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, 2016 , and in the company's Quarterly Report on Form 10-Q for the three and six months ended March 31, 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 Measure
The historical financial information in this news release utilizes a certain financial measure that is not presented in accordance with generally accepted accounting principles (GAAP). Specifically, the company uses gross profit, 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 gross profit, a non-GAAP financial measure defined as operating revenues less purchased gas cost, is a better indicator of its financial performance than operating revenues as it provides a useful and more relevant measure to analyze its financial performance.

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 .

 



4



Atmos Energy Corporation
Financial Highlights (Unaudited)
 

 
 
 
 
 
Statements of Income
 
Three Months Ended 
 June 30
(000s except per share)
 
2017
 
2016
Gross Profit:
 
 
 
 
Distribution segment
 
$
296,293

 
$
277,336

Pipeline and storage segment
 
116,032

 
114,293

Intersegment eliminations
 

 

Gross profit
 
412,325

 
391,629

Operation and maintenance expense
 
128,690

 
131,388

Depreciation and amortization
 
80,023

 
72,880

Taxes, other than income
 
62,948

 
58,965

Total operating expenses
 
271,661

 
263,233

Operating income
 
140,664

 
128,396

Miscellaneous income (expense)
 
(289
)
 
1,118

Interest charges
 
28,498

 
27,679

Income from continuing operations before income taxes
 
111,877

 
101,835

Income tax expense
 
41,069

 
35,692

Income from continuing operations
 
70,808

 
66,143

Income from discontinued operations, net of tax
 

 
5,050

Net Income
 
$
70,808

 
$
71,193

Basic and diluted net income per share
 
 
 
 
Income per share from continuing operations
 
$
0.67

 
$
0.64

Income per share from discontinued operations
 

 
0.05

Net income per share - basic and diluted
 
$
0.67

 
$
0.69

Cash dividends per share
 
$
0.45

 
$
0.42

Basic and diluted weighted average shares outstanding
 
106,364

 
103,750



 
 
 
 
 
 
 
Three Months Ended 
 June 30
Summary Net Income by Segment (000s)
 
2017
 
2016
Distribution
 
$
36,514

 
$
30,361

Pipeline and storage
 
34,294

 
35,782

Net income from continuing operations
 
70,808

 
66,143

Net income from discontinued operations
 

 
5,050

Net Income
 
$
70,808

 
$
71,193











5



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)


 
 
 
 
 
Statements of Income
 
Nine Months Ended 
 June 30
(000s except per share)
 
2017
 
2016
Gross Profit:
 
 
 
 
Distribution
 
$
1,105,048

 
$
1,024,244

Pipeline and Storage
 
336,876

 
314,496

Intersegment eliminations
 
(44
)
 

Gross profit
 
1,441,880

 
1,338,740

Operation and maintenance expense
 
385,867

 
379,073

Depreciation and amortization
 
234,648

 
214,927

Taxes, other than income
 
185,611

 
171,959

Total operating expenses
 
806,126

 
765,959

Operating income
 
635,754

 
572,781

Miscellaneous expense
 
(450
)
 
(90
)
Interest charges
 
86,472

 
84,775

Income from continuing operations before income taxes
 
548,832

 
487,916

Income tax expense
 
201,974

 
177,224

Income from continuing operations
 
346,858

 
310,692

Income from discontinued operations, net of tax
 
10,994

 
5,172

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

 

Net Income
 
$
360,568

 
$
315,864

Basic and diluted earnings per share
 
 
 
 
Income per share from continuing operations
 
$
3.27

 
$
3.01

Income per share from discontinued operations
 
0.13

 
0.05

Net income per share - basic and diluted
 
$
3.40

 
$
3.06

Cash dividends per share
 
$
1.35

 
$
1.26

Basic and diluted weighted average shares outstanding
 
105,862

 
103,137


 
 
 
 
 
 
 
Nine Months Ended 
 June 30
Summary Net Income by Segment (000s)
 
2017
 
2016
Distribution
 
$
253,023

 
$
219,377

Pipeline and Storage
 
93,835

 
91,315

Net income from continuing operations
 
346,858

 
310,692

Net income from discontinued operations
 
13,710

 
5,172

Net income
 
$
360,568

 
$
315,864






6



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Balance Sheets
 
June 30,
 
September 30,
(000s)
 
2017
 
2016
Net property, plant and equipment
 
$
8,924,381

 
$
8,268,606

Cash and cash equivalents
 
69,777

 
47,534

Accounts receivable, net
 
250,224

 
215,880

Gas stored underground
 
151,656

 
179,070

Current assets of disposal group classified as held for sale
 

 
151,117

Other current assets
 
62,725

 
88,085

Total current assets
 
534,382

 
681,686

Goodwill
 
729,673

 
726,962

Noncurrent assets of disposal group classified as held for sale
 

 
28,616

Deferred charges and other assets
 
310,339

 
305,019

 
 
$
10,498,775

 
$
10,010,889

 
 
 
 
 
Shareholders' equity
 
$
3,901,710

 
$
3,463,059

Long-term debt
 
3,066,734

 
2,188,779

Total capitalization
 
6,968,444

 
5,651,838

Accounts payable and accrued liabilities
 
164,365

 
196,485

Current liabilities of disposal group classified as held for sale
 

 
72,900

Other current liabilities
 
322,721

 
439,085

Short-term debt
 
258,573

 
829,811

Current maturities of long-term debt
 

 
250,000

Total current liabilities
 
745,659

 
1,788,281

Deferred income taxes
 
1,853,564

 
1,603,056

Noncurrent liabilities of disposal group classified as held for sale
 

 
316

Deferred credits and other liabilities
 
931,108

 
967,398

 
 
$
10,498,775

 
$
10,010,889


7



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Statements of Cash Flows
 
Nine Months Ended 
 June 30
(000s)
 
2017
 
2016
Cash flows from operating activities
 
 
 
 
Net income
 
$
360,568

 
$
315,864

Depreciation and amortization
 
234,833

 
216,670

Deferred income taxes
 
188,256

 
171,042

Gain on sale of discontinued operations
 
(12,931
)
 

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

Other
 
14,892

 
14,430

Changes in assets and liabilities
 
(29,478
)
 
(88,060
)
Net cash provided by operating activities
 
745,561

 
629,946

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
(812,148
)
 
(789,688
)
Acquisition
 
(86,128
)
 

Proceeds from the sale of discontinued operations
 
140,253

 

Available-for-sale securities activities, net
 
(14,329
)
 
558

Use tax refund
 
18,562

 

Other, net
 
6,435

 
5,731

Net cash used in investing activities
 
(747,355
)
 
(783,399
)
Cash flows from financing activities
 
 
 
 
Net increase (decrease) in short-term debt
 
(571,238
)
 
212,539

Proceeds from issuance of long-term debt, net of premium/discount
 
884,911

 

Net proceeds from equity offering
 
98,755

 
98,660

Issuance of common stock through stock purchase and employee retirement plans
 
22,673

 
26,500

Settlement of interest rate agreements
 
(36,996
)
 

Interest rate agreements cash collateral
 
25,670

 
(16,330
)
Repayment of long-term debt
 
(250,000
)
 

Cash dividends paid
 
(143,075
)
 
(130,363
)
Debt issuance costs
 
(6,663
)
 

Net cash provided by financing activities
 
24,037

 
191,006

Net increase in cash and cash equivalents
 
22,243

 
37,553

Cash and cash equivalents at beginning of period
 
47,534

 
28,653

Cash and cash equivalents at end of period
 
$
69,777

 
$
66,206

 
 
 
Three Months Ended 
 June 30
 
Nine Months Ended 
 June 30
Statistics
 
2017
 
2016
 
2017
 
2016
Consolidated distribution throughput (MMcf as metered)
 
76,281

 
69,456

 
324,555

 
330,968

Consolidated pipeline and storage transportation volumes (MMcf)
 
159,023

 
128,881

 
425,150

 
373,080

Distribution meters in service
 
3,213,853

 
3,179,726

 
3,213,853

 
3,179,726

Distribution average cost of gas
 
$
4.60

 
$
3.78

 
$
5.14

 
$
4.01

###


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