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 5, 2015
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
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)
(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))





Item 2.02. Results of Operations and Financial Condition.
On Wednesday, August 5, 2015 , Atmos Energy Corporation (the “Company”) issued a news release in which it reported the Company’s financial results for the third quarter of the 2015 fiscal year, which will end September 30, 2015 , and stated that certain of its officers would discuss such financial results in a conference call on Thursday, August 6, 2015 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 5, 2015 (furnished under Item 2.02)






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 5, 2015
 
 
By:
/s/ LOUIS P. GREGORY
 
 
 
 
 
Louis P. Gregory
 
 
 
 
 
Senior Vice President, General Counsel
 
 
 
 
 
and Corporate Secretary





INDEX TO EXHIBITS
 
 
 
 
 
 
Exhibit Number
  
Description
 
 
 
99.1
  
News Release dated August 5, 2015 (furnished under Item 2.02)






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


Atmos Energy Corporation Reports Earnings for the Fiscal 2015
Third Quarter and Nine Months; Raises Fiscal 2015 Guidance

DALLAS ( August 5, 2015 )—Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its fiscal 2015 third quarter and nine months ended June 30, 2015 .

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.

For the nine months ended June 30, 2015 , consolidated net income was $291.6 million , or $2.86 per diluted share, compared with net income of $266.1 million , or $2.76 per diluted share for the same period last year. Results from nonregulated operations include noncash, unrealized net gains of $5.2 million , or $0.05 per diluted share for the nine months ended June 30, 2015 , compared with unrealized net gains of $7.0 million , or $0.07 per diluted share for the prior-year period. For the current nine-month period, regulated operations contributed $ 274.0 million of net income, or $2.69 per diluted share, and nonregulated operations contributed net income of $ 17.6 million , or $0.17 per diluted share.

"Our financial performance primarily reflects the results of infrastructure investments made to enhance the safety and reliability of our system, which is the foundation of our growth strategy," said Kim Cocklin, president and chief executive officer of Atmos Energy Corporation. “As a result of the continued execution of our regulatory strategy, coupled with increased consumption experienced

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through the third fiscal quarter across our service areas, we are raising our fiscal 2015 earnings per share guidance to $3.00 to $3.10 per diluted share, excluding unrealized margins,” Cocklin concluded.

Results for the Quarter Ended June 30, 2015
Regulated distribution gross profit increased $ 9.3 million to $267.0 million for the fiscal 2015 third quarter, compared with $257.7 million in the prior-year quarter. Gross profit reflects a net $16.2 million increase in rates, primarily in the Mid-Tex, Kentucky/Mid-States and West Texas Divisions. This increase was partially offset by a $4.4 million decrease in revenue-related taxes.
Regulated pipeline gross profit increased $9.8 million to $97.0 million for the quarter ended June 30, 2015 , compared with $87.2 million for the same quarter last year. This increase is primarily the result of a $9.5 million increase in revenues from the Gas Reliability Infrastructure Program (GRIP) filings approved in fiscal 2014 and 2015.
Nonregulated gross profit increased $3.0 million to $17.8 million for the fiscal 2015 third quarter, compared with $14.8 million for the prior-year quarter. Realized margins for gas delivery, storage and transportation services increased $2.8 million quarter over quarter, primarily due to a $0.04/Mcf increase in per-unit margins partially offset by a seven percent decrease in consolidated sales volumes. Unrealized margins were $2.7 million higher than the prior-year quarter.
Consolidated operation and maintenance expense for the quarter ended June 30, 2015 , was $132.4 million , compared with $125.6 million for the prior-year quarter. The $6.8 million increase resulted primarily from increased pipeline maintenance spending and higher employee-related costs, partially offset by a decrease in legal expenses.


Results for the Nine Months Ended June 30, 2015

Regulated distribution gross profit increased $55.1 million to $997.1 million for the nine months ended June 30, 2015 , compared with $942.0 million in the prior-year period. Gross profit reflects a net $61.5 million period-over-period increase in rates, primarily in the Mid-Tex, West Texas and Kentucky/Mid-States Divisions. Additionally, gross profit increased $3.6 million from higher transportation revenues. Gross profit decreased $9.2 million from weather-related consumption. Although weather was eight percent colder than normal during the nine months ended June 30, 2015, it was nine percent warmer than the prior-year period, before adjusting for weather normalization mechanisms.

Regulated pipeline gross profit increased $40.2 million to $272.3 million for the nine months ended June 30, 2015 , compared with $232.1 million during the same period last year. This increase is primarily the result of a $37.2 million increase in revenues from the GRIP filings approved in fiscal 2014 and 2015.

Nonregulated gross profit decreased $14.3 million to $56.7 million for the nine months ended June 30, 2015 , compared with $71.0 million for the prior-year period, as a result of an $11.2 million decrease in realized margins, combined with a $3.1 million decrease in unrealized margins. Realized margins for gas delivery, storage and transportation services increased $6.0 million period over period, primarily due to a $0.02/Mcf increase in per-unit margins partially offset by an eight percent decrease in consolidated sales volumes. This increase was more than offset by a $17.2 million decrease in other realized margins primarily related to lower natural gas price volatility in the current period.

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Consolidated operation and maintenance expense for the nine months ended June 30, 2015 , was $384.5 million , compared with $366.0 million for the prior-year period. The $18.5 million increase resulted primarily from increased pipeline maintenance spending, partially offset by lower legal expenses.

Capital expenditures increased to $667.5 million for the nine months ended June 30, 2015 , compared with $552.6 million in the prior-year period. The $114.9 million increase is largely due to a $68.5 million increase in spending in the regulated distribution segment, primarily reflecting the timing of spending combined with a planned increase in safety and reliability investment in fiscal 2015. Additionally, spending in the regulated pipeline segment increased $47.4 million in the current-year to further ensure the reliability of gas service to the Mid-Tex Division and other regulated distribution customers.

For the nine months ended June 30, 2015 , the company generated operating cash flow of $717.6 million , an $87.4 million increase compared with the nine months ended June 30, 2014 . The increase primarily reflects successful rate case outcomes achieved in the prior and current year, the timing of gas cost recoveries under purchased gas cost mechanisms and lower gas prices during the current-year storage injection season.

The debt capitalization ratio at June 30, 2015 was 45.5 percent , compared with 46.2 percent at September 30, 2014 and 44.1 percent at June 30, 2014 . At June 30, 2015 , there was $252.0 million of short-term debt outstanding, compared with $196.7 million at September 30, 2014 with no short-term debt outstanding at June 30, 2014 .


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 2015 earnings to be in the range of $3.00 to $3.10 per diluted share, excluding unrealized margins. Net income from regulated operations is now expected to be in the range of $290 million to $305 million, and net income from nonregulated operations is now expected to be in the range of $14 million to $18 million. Capital expenditures for fiscal 2015 are expected to continue to range between $900 million and $1 billion.


Conference Call to be Webcast August 6, 2015

Atmos Energy will host a conference call with financial analysts to discuss the financial results for the fiscal 2015 third quarter on Thursday, August 6, 2015 , at 10:00 a.m. Eastern. The telephone number is 877-485-3107 and the international telephone number is 201-689-8427. 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. Kim Cocklin, president and chief executive officer and Bret Eckert, senior vice president and chief financial officer will participate in the conference call.






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Highlights and Recent Developments

Fitch Ratings Upgrades Atmos Energy's Senior Unsecured Debt
On July 1, 2015, Fitch Ratings upgraded Atmos Energy's senior unsecured debt ratings to A from A- with a ratings outlook of stable, citing the company's continued strong performance, which has been driven primarily by organic growth in the regulated distribution and pipeline segments.
                                
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 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, 2014 , and the company's Quarterly Report on Form 10-Q for the three and nine months ended June 30, 2015 . 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 one of the country’s largest natural-gas-only distributors, 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.

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Atmos Energy Corporation
Financial Highlights (Unaudited)
 
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

/DIV>
 
 
 
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






5



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
 
 
 
 
 
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



6



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
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



7



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
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


###

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