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 3, 2016
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, August 3, 2016, Atmos Energy Corporation (the “Company”) issued a news release in which it reported the Company’s financial results for the 2016 fiscal year third quarter, which ended June 30, 2016, and that certain of its officers would discuss such financial results in a conference call on Thursday, August 4, 2016 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 3, 2016 (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: August 3, 2016
By: /s/ LOUIS P. GREGORY                          
       Louis P. Gregory
       Senior Vice President, General Counsel
       and Corporate Secretary
 
 

























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INDEX TO EXHIBITS


Exhibit Number
Description
 
99.1
News Release dated August 3, 2016 (furnished under Item 2.02)

 











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

Atmos Energy Corporation Reports Earnings for Fiscal 2016
Third Quarter and Nine Months; Reaffirms Fiscal 2016 Guidance

DALLAS ( August 3, 2016 ) - Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its fiscal 2016 third quarter and nine months ended June 30, 2016 .

Fiscal 2016 third quarter consolidated net income was $71.2 million , or $0.69 per diluted share, compared with consolidated net income of $56.3 million , or $0.55 per diluted share in the prior-year quarter.

Fiscal 2016 third quarter consolidated net income, excluding net unrealized margins, was $68.6 million, or $0.67 per diluted share, compared with consolidated net income, excluding net unrealized margins of $55.1 million, or $0.54 per diluted share in the prior-year quarter.

The company's Board of Directors has declared a quarterly dividend of $0.42 per common share. The indicated annual dividend for fiscal 2016 is $1.68, which represents a 7.7 percent increase over fiscal 2015.
    
Fiscal 2016 earnings guidance remains in the range of $3.25 to $3.35 per diluted share, excluding net unrealized margins.

For the nine months ended June 30, 2016 , consolidated net income was $315.9 million , or $3.06 per diluted share, compared with net income of $291.6 million , or $2.86 per diluted share for the same period last year. Consolidated net income includes net unrealized gains of $7.8 million , or $0.08 per diluted share for the nine months ended June 30, 2016 , compared with net unrealized gains of $5.2 million , or $0.05 per diluted share for the prior-year period.

“Our financial and operational performance in the quarter puts us on track for another year of achieving our commitments," said Kim Cocklin, chief executive officer of Atmos Energy Corporation. “We continue to make investments to enhance the safety and reliability for our customers, while delivering consistent results for our shareholders. As we enter the final quarter of fiscal 2016, we are poised to deliver earnings per diluted share in the range of $3.25 to $3.35," Cocklin concluded.


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Results for the Quarter Ended June 30, 2016
Regulated distribution gross profit increased $8.4 million to $275.4 million for the fiscal 2016 third quarter, compared with $267.0 million in the prior-year quarter. Gross profit reflects a net $6.5 million increase in rates, primarily in the Mississippi, Louisiana and West Texas Divisions. Additionally, higher customer counts primarily in our Mid-Tex and Louisiana Divisions increased gross profit $1.5 million.
Regulated pipeline gross profit increased $12.2 million to $109.2 million for the quarter ended June 30, 2016 , compared with $97.0 million for the same quarter last year. This increase is primarily the result of an $11.3 million increase in revenues from the Gas Reliability Infrastructure Program (GRIP) filings approved in 2016 and 2015.
Nonregulated gross profit increased $5.0 million to $22.8 million for the fiscal 2016 third quarter, compared with $17.8 million for the prior-year quarter, as a result of a $2.8 million increase in realized margins, combined with a $2.2 million increase in unrealized margins. The quarter-over-quarter increase in realized margins reflects the timing and magnitude of settlement gains on financial positions.
Consolidated operation and maintenance expense for the quarter June 30, 2016 , was $137.4 million , compared with $132.4 million for the prior-year period. This increase was primarily driven by increased pipeline maintenance spending and legal expenses, partially offset by lower employee-related costs.

Results for the Nine Months Ended June 30, 2016
Regulated distribution gross profit increased $20.9 million to $1,018.0 million for the nine months ended June 30, 2016 , compared with $997.1 million in the prior-year period. Gross profit reflects a net $37.2 million increase in rates, primarily in the Mid-Tex, Mississippi and West Texas Divisions. This increase was partially offset by a $14.5 million decrease in revenue-related taxes and a $3.6 million decrease in consumption. Weather was 25 percent warmer than the prior-year period, before adjusting for weather normalization mechanisms, which resulted in a 19 percent decrease in sales volumes.
Regulated pipeline gross profit increased $27.3 million to $299.6 million for the nine months ended June 30, 2016 , compared with $272.3 million in the prior-year period. This increase primarily reflects a $28.4 million increase in revenue from the GRIP filings approved in 2016 and 2015. This increase was partially offset by decreased through-system volumes and lower storage and blending fees due to warmer weather in the current-year period.

Nonregulated gross profit decreased $5.0 million to $51.7 million for the nine months ended June 30, 2016 , compared with $56.7 million for the prior-year period, as a result of a $9.4 million decrease in realized margins, partially offset by a $4.3 million increase in unrealized margins. The year-over-year decrease in realized margins reflects larger settlement losses incurred during the second quarter during a period of falling natural gas prices, partially offset by the aforementioned settlement gains realized during the third quarter.

Consolidated operation and maintenance expense for the nine months ended June 30, 2016 , was $396.0 million , compared with $384.5 million for the prior-year period. This increase was primarily driven by increased pipeline maintenance spending and legal expenses partially offset by lower employee-related costs.

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Capital expenditures increased to $796.0 million for the nine months ended June 30, 2016 , compared with $667.5 million in the prior-year period driven by a planned increase in spending in the company's regulated operations.

For the nine months ended June 30, 2016 , the company generated operating cash flow of $624.6 million , a $93.0 million decrease compared with the nine months ended June 30, 2015 . The year-over-year decrease primarily reflects the timing of deferred gas cost recoveries.

The debt capitalization ratio at June 30, 2016 was 47.4 percent , compared with 47.7 percent at September 30, 2015 and 45.5 percent at June 30, 2015 . At June 30, 2016 , there was $670.5 million of short-term debt outstanding, compared with $457.9 million at September 30, 2015 and $252.0 million at June 30, 2015 .

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 2016 earnings to be in the range of $3.25 to $3.35 per diluted share, excluding net unrealized margins. Net income from regulated operations is expected to be in the range of $320 million to $335 million. Net income from nonregulated operations is expected to be in the range of $14 million to $19 million, excluding net unrealized margins. Capital expenditures for fiscal 2016 are now expected to be at the top end of the previously announced range, approximating $1.1 billion.
Conference Call to be Webcast August 4, 2016
 
Atmos Energy will host a conference call with financial analysts to discuss the financial results for the fiscal 2016 third quarter on Thursday, August 4, 2016 , at 10:00 a.m. Eastern. 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, Bret Eckert, senior vice president and chief financial officer, along with other members of the leadership team, 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

S&P Upgrades Atmos Energy's Senior Unsecured Debt
On May 13, 2016, S&P Global Ratings upgraded Atmos Energy's senior unsecured debt rating to A from A- with a ratings outlook of stable, citing the company's robust financial performance, largely due to the timely recovery of invested capital.
 

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, 2015 and in the company's Quarterly Report on Form 10-Q for the three and nine months ended June 30, 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.
Non-GAAP Financial Measures
The information in this news release utilizes certain financial measures that are not presented in accordance with generally accepted accounting principles (GAAP). Specifically, in addition to presenting the traditional U.S. GAAP measures, historical net income and diluted earnings per share for the quarter and year-to-date periods are presented after excluding net unrealized margins on financial positions utilized in the Company's nonregulated operations. These non-GAAP financial measures are included because the Company believes they more accurately reflect the Company's financial performance since the net unrealized margins relate to positions that will settle in the future and are not necessarily indicative of the value of those positions when they are ultimately settled. In addition, the Company's fiscal year guidance for expected diluted earnings per share and net income from nonregulated operations excludes net unrealized margins because these amounts are not determinable until after the end of the fiscal year.
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 and provides natural gas marketing and procurement services to industrial, commercial and municipal customers primarily in the Midwest and Southeast. 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)
 
2016
 
2015
Gross Profit:
 
 
 
 
Regulated distribution segment
 
$
275,381

 
$
267,019

Regulated pipeline segment
 
109,249

 
97,008

Nonregulated segment
 
22,814

 
17,779

Intersegment eliminations
 
(133
)
 
(133
)
Gross profit
 
407,311

 
381,673

Operation and maintenance expense
 
137,444

 
132,447

Depreciation and amortization
 
73,459

 
68,444

Taxes, other than income
 
59,244

 
63,175

Total operating expenses
 
270,147

 
264,066

Operating income
 
137,164

 
117,607

Miscellaneous income
 
833

 
634

Interest charges
 
27,698

 
27,955

Income before income taxes
 
110,299

 
90,286

Income tax expense
 
39,106

 
34,005

Net income
 
$
71,193

 
$
56,281

Basic and diluted earnings per share
 
$
0.69

 
$
0.55

Cash dividends per share
 
$
0.42

 
$
0.39

Basic and diluted weighted average shares outstanding
 
103,750

 
102,000



 
 
 
 
 
 
 
Three Months Ended 
 June 30,
Summary Net Income by Segment (000s)
 
2016
 
2015
Regulated distribution
 
$
29,856

 
$
22,464

Regulated pipeline
 
33,130

 
28,568

Nonregulated
 
5,613

 
4,019

Unrealized margins, net of tax
 
2,594

 
1,230

Consolidated net income
 
$
71,193

 
$
56,281


















5



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)

Statements of Income
 
Nine Months Ended 
 June 30,
(000s except per share)
 
2016
 
2015
Gross Profit:
 
 
 
 
Regulated distribution segment
 
$
1,017,984

 
$
997,066

Regulated pipeline segment
 
299,629

 
272,305

Nonregulated segment
 
51,671

 
56,724

Intersegment eliminations
 
(399
)
 
(399
)
Gross profit
 
1,368,885

 
1,325,696

Operation and maintenance expense
 
395,958

 
384,489

Depreciation and amortization
 
216,670

 
204,059

Taxes, other than income
 
172,872

 
181,606

Total operating expenses
 
785,500

 
770,154

Operating income
 
583,385

 
555,542

Miscellaneous expense
 
(1,061
)
 
(2,634
)
Interest charges
 
85,741

 
85,166

Income before income taxes
 
496,583

 
467,742

Income tax expense
 
180,719

 
176,182

Net income
 
$
315,864

 
$
291,560

Basic and diluted earnings per share
 
$
3.06

 
$
2.86

Cash dividends per share
 
$
1.26

 
$
1.17

Basic and diluted weighted average shares outstanding
 
103,137

 
101,776


 
 
Nine Months Ended 
 June 30,
Summary Net Income by Segment (000s)
 
2016
 
2015
Regulated distribution
 
$
217,423

 
$
195,704

Regulated pipeline
 
83,901

 
78,285

Nonregulated
 
6,737

 
12,390

Unrealized margins, net of tax
 
7,803

 
5,181

Consolidated net income
 
$
315,864

 
$
291,560


 




6



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Balance Sheets
 
June 30,
 
September 30,
(000s)
 
2016
 
2015
Net property, plant and equipment
 
$
8,053,547

 
$
7,430,580

Cash and cash equivalents
 
66,206

 
28,653

Accounts receivable, net
 
277,362

 
295,160

Gas stored underground
 
244,841

 
236,603

Other current assets
 
60,504

 
65,890

Total current assets
 
648,913

 
626,306

Goodwill
 
742,702

 
742,702

Deferred charges and other assets
 
282,206

 
293,357

 
 
$
9,727,368

 
$
9,092,945

 
 
 
 
 
Shareholders' equity
 
$
3,466,724

 
$
3,194,797

Long-term debt
 
2,205,645

 
2,455,388

Total capitalization
 
5,672,369

 
5,650,185

Accounts payable and accrued liabilities
 
198,882

 
238,942

Other current liabilities
 
410,452

 
457,954

Short-term debt
 
670,466

 
457,927

Current maturities of long-term debt
 
250,000

 

Total current liabilities
 
1,529,800

 
1,154,823

Deferred income taxes
 
1,585,500

 
1,411,315

Deferred credits and other liabilities
 
939,699

 
876,622

 
 
$
9,727,368

 
$
9,092,945


7



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Statements of Cash Flows
 
Nine Months Ended 
 June 30,
(000s)
 
2016
 
2015
Cash flows from operating activities
 
 
 
 
Net income
 
$
315,864

 
$
291,560

Depreciation and amortization
 
216,670

 
204,059

Deferred income taxes
 
171,042

 
164,627

Other
 
20,750

 
18,999

Changes in assets and liabilities
 
(99,728
)
 
38,337

Net cash provided by operating activities
 
624,598

 
717,582

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
(796,008
)
 
(667,483
)
Other, net
 
1,627

 
(1,119
)
Net cash used in investing activities
 
(794,381
)
 
(668,602
)
Cash flows from financing activities
 
 
 
 
Net increase in short-term debt
 
212,539

 
48,830

Net proceeds from issuance of long-term debt
 

 
493,538

Net proceeds from equity offering
 
98,660

 

Settlement of interest rate agreements
 

 
13,364

Repayment of long-term debt
 

 
(500,000
)
Cash dividends paid
 
(130,363
)
 
(116,645
)
Repurchase of equity awards
 

 
(7,985
)
Issuance of common stock through stock purchase and employee retirement plans
 
26,500

 
20,813

Net cash provided by (used in) financing activities
 
207,336

 
(48,085
)
Net increase in cash and cash equivalents
 
37,553

 
895

Cash and cash equivalents at beginning of period
 
28,653

 
42,258

Cash and cash equivalents at end of period
 
$
66,206

 
$
43,153

 
 
 
Three Months Ended 
 June 30,
 
Nine Months Ended 
 June 30,
Statistics
 
2016
 
2015
 
2016
 
2015
Consolidated distribution throughput (MMcf as metered)
 
65,399

 
66,260

 
318,936

 
372,708

Consolidated pipeline transportation volumes (MMcf)
 
128,801

 
134,823

 
373,000

 
381,828

Consolidated nonregulated delivered gas sales volumes (MMcf)
 
76,798

 
75,929

 
257,733

 
272,260

Regulated distribution meters in service
 
3,179,374

 
3,144,874

 
3,179,374

 
3,144,874

Regulated distribution average cost of gas
 
$
3.97

 
$
4.15

 
$
4.10

 
$
5.26

Nonregulated net physical position (Bcf)
 
30.6

 
22.1

 
30.6

 
22.1

###


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