|
|
|
|
|
TEXAS AND VIRGINIA
|
|
1-10042
|
|
75-1743247
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
1800 THREE LINCOLN CENTRE,
|
|
|
5430 LBJ FREEWAY, DALLAS, TEXAS
|
|
75240
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
¨
|
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))
|
|
(d)
|
Exhibits
|
|
|
|
|
Exhibit Number
|
Description
|
|
|
|
99.1
|
|
News Release dated August 5, 2015 (furnished under Item 2.02)
|
|
|
|
|
|
|
|
|
|
|
ATMOS ENERGY CORPORATION
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
DATE:
|
August 5, 2015
|
|
|
By:
|
/s/ LOUIS P. GREGORY
|
|
|
|
|
|
Louis P. Gregory
|
|
|
|
|
|
Senior Vice President, General Counsel
|
|
|
|
|
|
and Corporate Secretary
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
||
|
|
|
||
99.1
|
|
News Release dated August 5, 2015 (furnished under Item 2.02)
|
•
|
Fiscal
2015
third
quarter consolidated net income, excluding net unrealized margins, was
$55.1 million
, or
$0.54
per diluted share, compared with consolidated net income, excluding net unrealized margins, of
$46.1 million
, or
$0.45
per diluted share in the prior-year quarter.
|
•
|
Fiscal
2015
third
quarter consolidated net income was
$56.3 million
, or
$0.55
per diluted share, after including unrealized net
gains
of
$1.2 million
, or
$0.01
per diluted share. Net income was
$45.7 million
, or
$0.45
per diluted share in the prior-year quarter, after including unrealized net
losses
of
$0.4 million
, or
$0.00
per diluted share.
|
•
|
The company's Board of Directors has declared a quarterly dividend of 39 cents per share. The indicated annual dividend for fiscal
2015
is $1.56 per share, which represents a 5.4 percent increase over fiscal 2014.
|
•
|
Fiscal 2015 earnings guidance was increased to $3.00 to $3.10 per diluted share from $2.90 to $3.05 per diluted share, excluding unrealized margins.
|
Consolidated Statements of Income
|
|
Three Months Ended
June 30 |
||||||
(000s except per share)
|
|
2015
|
|
2014
|
||||
Gross Profit:
|
|
|
|
|
||||
Regulated distribution segment
|
|
$
|
267,019
|
|
|
$
|
257,665
|
|
Regulated pipeline segment
|
|
97,008
|
|
|
87,189
|
|
||
Nonregulated segment
|
|
17,779
|
|
|
14,813
|
|
||
Intersegment eliminations
|
|
(133
|
)
|
|
(134
|
)
|
||
Gross profit
|
|
381,673
|
|
|
359,533
|
|
||
Operation and maintenance expense
|
|
132,447
|
|
|
125,559
|
|
||
Depreciation and amortization
|
|
68,444
|
|
|
63,955
|
|
||
Taxes, other than income
|
|
63,175
|
|
|
63,414
|
|
||
Total operating expenses
|
|
264,066
|
|
|
252,928
|
|
||
Operating income
|
|
117,607
|
|
|
106,605
|
|
||
Miscellaneous income (expense)
|
|
634
|
|
|
(374
|
)
|
||
Interest charges
|
|
27,955
|
|
|
31,840
|
|
||
Income before income taxes
|
|
90,286
|
|
|
74,391
|
|
||
Income tax expense
|
|
34,005
|
|
|
28,670
|
|
||
Net income
|
|
$
|
56,281
|
|
|
$
|
45,721
|
|
Basic net income per share
|
|
$
|
0.55
|
|
|
$
|
0.45
|
|
Diluted net income per share
|
|
$
|
0.55
|
|
|
$
|
0.45
|
|
Cash dividends per share
|
|
$
|
0.39
|
|
|
$
|
0.37
|
|
Weighted average shares outstanding:
|
|
|
|
|
||||
Basic
|
|
102,000
|
|
|
101,162
|
|
||
Diluted
|
|
102,000
|
|
|
101,163
|
|
|
|
Three Months Ended
June 30 |
||||||
Summary Net Income (Loss) by Segment (000s)
|
|
2015
|
|
2014
|
||||
Regulated distribution
|
|
$
|
22,464
|
|
|
$
|
18,529
|
|
Regulated pipeline
|
|
28,568
|
|
|
24,938
|
|
||
Nonregulated
|
|
4,019
|
|
|
2,660
|
|
||
Unrealized margins, net of tax
|
|
1,230
|
|
|
(406
|
)
|
||
Consolidated net income
|
|
$
|
56,281
|
|
|
$
|
45,721
|
|
|
|
|
|
|
||||
Consolidated Statements of Income
|
|
Nine Months Ended
June 30 |
||||||
(000s except per share)
|
|
2015
|
|
2014
|
||||
Gross Profit:
|
|
|
|
|
||||
Regulated distribution segment
|
|
$
|
997,066
|
|
|
$
|
942,024
|
|
Regulated pipeline segment
|
|
272,305
|
|
|
232,145
|
|
||
Nonregulated segment
|
|
56,724
|
|
|
70,968
|
|
||
Intersegment eliminations
|
|
(399
|
)
|
|
(370
|
)
|
||
Gross profit
|
|
1,325,696
|
|
|
1,244,767
|
|
||
Operation and maintenance expense
|
|
384,489
|
|
|
365,991
|
|
||
Depreciation and amortization
|
|
204,059
|
|
|
185,731
|
|
||
Taxes, other than income
|
|
181,606
|
|
|
165,640
|
|
||
Total operating expenses
|
|
770,154
|
|
|
717,362
|
|
||
Operating income
|
|
555,542
|
|
|
527,405
|
|
||
Miscellaneous expense
|
|
(2,634
|
)
|
|
(4,022
|
)
|
||
Interest charges
|
|
85,166
|
|
|
95,556
|
|
||
Income before income taxes
|
|
467,742
|
|
|
427,827
|
|
||
Income tax expense
|
|
176,182
|
|
|
161,723
|
|
||
Net income
|
|
$
|
291,560
|
|
|
$
|
266,104
|
|
Basic net income per share
|
|
$
|
2.86
|
|
|
$
|
2.76
|
|
Diluted net income per share
|
|
$
|
2.86
|
|
|
$
|
2.76
|
|
Cash dividends per share
|
|
$
|
1.17
|
|
|
$
|
1.11
|
|
Weighted average shares outstanding:
|
|
|
|
|
||||
Basic
|
|
101,776
|
|
|
96,392
|
|
||
Diluted
|
|
101,776
|
|
|
96,394
|
|
|
|
|
|
|
||||
|
|
Nine Months Ended
June 30 |
||||||
Summary Net Income by Segment (000s)
|
|
2015
|
|
2014
|
||||
Regulated distribution
|
|
$
|
195,704
|
|
|
$
|
170,029
|
|
Regulated pipeline
|
|
78,285
|
|
|
68,493
|
|
||
Nonregulated
|
|
12,390
|
|
|
20,543
|
|
||
Unrealized margins, net of tax
|
|
5,181
|
|
|
7,039
|
|
||
Consolidated net income
|
|
$
|
291,560
|
|
|
$
|
266,104
|
|
Condensed Consolidated Balance Sheets
|
|
June 30,
|
|
September 30,
|
||||
(000s)
|
|
2015
|
|
2014
|
||||
Net property, plant and equipment
|
|
$
|
7,212,088
|
|
|
$
|
6,725,906
|
|
Cash and cash equivalents
|
|
43,153
|
|
|
42,258
|
|
||
Accounts receivable, net
|
|
301,743
|
|
|
343,400
|
|
||
Gas stored underground
|
|
213,151
|
|
|
278,917
|
|
||
Other current assets
|
|
58,602
|
|
|
111,265
|
|
||
Total current assets
|
|
616,649
|
|
|
775,840
|
|
||
Goodwill
|
|
742,029
|
|
|
742,029
|
|
||
Deferred charges and other assets
|
|
313,723
|
|
|
350,929
|
|
||
|
|
$
|
8,884,489
|
|
|
$
|
8,594,704
|
|
Shareholders’ equity
|
|
$
|
3,238,255
|
|
|
$
|
3,086,232
|
|
Long-term debt
|
|
2,455,303
|
|
|
2,455,986
|
|
||
Total capitalization
|
|
5,693,558
|
|
|
5,542,218
|
|
||
Accounts payable and accrued liabilities
|
|
227,256
|
|
|
308,086
|
|
||
Other current liabilities
|
|
437,344
|
|
|
405,869
|
|
||
Short-term debt
|
|
251,977
|
|
|
196,695
|
|
||
Total current liabilities
|
|
916,577
|
|
|
910,650
|
|
||
Deferred income taxes
|
|
1,429,090
|
|
|
1,286,616
|
|
||
Deferred credits and other liabilities
|
|
845,264
|
|
|
855,220
|
|
||
|
|
$
|
8,884,489
|
|
|
$
|
8,594,704
|
|
Condensed Consolidated Statements of Cash Flows
|
|
Nine Months Ended
June 30 |
||||||
(000s)
|
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
291,560
|
|
|
$
|
266,104
|
|
Depreciation and amortization
|
|
204,059
|
|
|
185,731
|
|
||
Deferred income taxes
|
|
164,627
|
|
|
150,457
|
|
||
Other
|
|
18,999
|
|
|
22,256
|
|
||
Changes in assets and liabilities
|
|
38,337
|
|
|
5,662
|
|
||
Net cash provided by operating activities
|
|
717,582
|
|
|
630,210
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
(667,483
|
)
|
|
(552,600
|
)
|
||
Other, net
|
|
(1,119
|
)
|
|
(620
|
)
|
||
Net cash used in investing activities
|
|
(668,602
|
)
|
|
(553,220
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Net increase (decrease) in short-term debt
|
|
48,830
|
|
|
(366,602
|
)
|
||
Net proceeds from issuance of long-term debt
|
|
493,538
|
|
|
—
|
|
||
Settlement of interest rate agreements
|
|
13,364
|
|
|
—
|
|
||
Repayment of long-term debt
|
|
(500,000
|
)
|
|
—
|
|
||
Cash dividends paid
|
|
(116,645
|
)
|
|
(108,806
|
)
|
||
Repurchase of equity awards
|
|
(7,985
|
)
|
|
(8,717
|
)
|
||
Net proceeds from equity offering
|
|
—
|
|
|
390,205
|
|
||
Issuance of common stock
|
|
20,813
|
|
|
2,152
|
|
||
Net cash used in financing activities
|
|
(48,085
|
)
|
|
(91,768
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
895
|
|
|
(14,778
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
42,258
|
|
|
66,199
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
43,153
|
|
|
$
|
51,421
|
|
|
|
Three Months Ended
June 30 |
|
Nine Months Ended
June 30 |
||||||||||||
Statistics
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Consolidated regulated distribution throughput (MMcf as metered)
|
|
66,260
|
|
|
72,338
|
|
|
372,708
|
|
|
394,310
|
|
||||
Consolidated regulated pipeline volumes (MMcf)
|
|
134,823
|
|
|
127,979
|
|
|
381,828
|
|
|
362,583
|
|
||||
Consolidated nonregulated delivered gas sales volumes (MMcf)
|
|
75,929
|
|
|
82,074
|
|
|
272,260
|
|
|
294,678
|
|
||||
Regulated distribution meters in service
|
|
3,144,874
|
|
|
3,007,511
|
|
|
3,144,874
|
|
|
3,007,511
|
|
||||
Regulated distribution average cost of gas
|
|
$
|
4.15
|
|
|
$
|
6.61
|
|
|
$
|
5.26
|
|
|
$
|
5.92
|
|
Nonregulated net physical position (Bcf)
|
|
22.1
|
|
|
6.6
|
|
|
22.1
|
|
|
6.6
|
|