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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, 2023
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)

Title of each class Trading Symbol Name of each exchange on which registered
Common stock No Par Value ATO New York Stock Exchange


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))




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, 2023, Atmos Energy Corporation (the “Company”) issued a news release in which it reported the Company’s financial results for the third quarter of fiscal 2023, which ended June 30, 2023, and that certain of its officers would discuss such financial results in a conference call on Thursday, August 3, 2023 at 10 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
101.INS XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document


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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 2, 2023
By: /s/ CHRISTOPHER T. FORSYTHE
       Christopher T. Forsythe
       Senior Vice President and
       Chief Financial Officer







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EX-99.1 2 ato20230802exhibit991.htm EX-99.1 Document

Exhibit 99.1
g528915g02g72a28.jpg
 
 
News Release
Analysts and Media Contact:
Dan Meziere (972) 855-3729

Atmos Energy Corporation Reports Earnings for Fiscal 2023 Third Quarter;
Reaffirms Fiscal 2023 Guidance
DALLAS (August 2, 2023) - Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its third fiscal quarter ended June 30, 2023.

Highlights
•Earnings per diluted share was $5.33 for the nine months ended June 30, 2023; $0.94 per diluted share for the third fiscal quarter.
•Consolidated net income was $767.3 million for the nine months ended June 30, 2023; $137.8 million for the third fiscal quarter.
•Capital expenditures totaled $2.08 billion for the nine months ended June 30, 2023, with approximately 86 percent of capital spending related to system safety and reliability investments.
    
Outlook
•Earnings per diluted share for fiscal 2023 is expected to be in the range of $6.00 to $6.10 per diluted share.
•Capital expenditures are expected to approximate $2.8 billion in fiscal 2023.
•The company's Board of Directors has declared a quarterly dividend of $0.74 per common share. The indicated annual dividend for fiscal 2023 is $2.96, which represents an 8.8% increase over fiscal 2022.

"The dedication of our employees coupled with the exceptional customer service they provide to our more than 3 million customers continues to position us to achieve fiscal 2023 earnings in the range of $6.00 to $6.10 per diluted share," said Kevin Akers, President and Chief Executive Officer of Atmos Energy.





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Results for the Three Months Ended June 30, 2023
Consolidated operating income increased $14.7 million to $169.3 million for the three months ended June 30, 2023, from $154.6 million in the prior-year quarter. Rate case outcomes in both segments and customer growth in our distribution segment were partially offset by higher operation and maintenance expense and higher depreciation and property tax expenses due to increased capital investments.
Distribution operating income increased $5.6 million to $71.7 million for the three months ended June 30, 2023, compared with $66.1 million in the prior-year quarter. The increase primarily reflects a net $29.1 million increase in rates, a $3.5 million increase due to net customer growth, partially offset by a $4.7 million increase in operation and maintenance expense driven primarily by line locates and other pipeline system maintenance activities and a $16.8 million increase in depreciation and property tax expenses.
Pipeline and storage operating income increased $9.0 million to $97.6 million for the three months ended June 30, 2023, compared with $88.5 million in the prior-year quarter. This increase is primarily attributable to a $22.6 million increase in rates, due to the GRIP filings approved in May 2022 and May 2023, partially offset by an $8.0 million increase in operation and maintenance expense driven primarily by system maintenance spending and a $6.4 million increase in depreciation and property tax expenses.
Results for the Nine Months Ended June 30, 2023
Consolidated operating income increased $97.5 million to $913.1 million for the nine months ended June 30, 2023, compared to $815.6 million in the prior year, primarily due to rate outcomes in both segments, increased weather and consumption and customer growth in our distribution segment and increased through system revenues in our pipeline and storage segment that were partially offset by increased operation and maintenance expense and higher depreciation and property tax expenses due to increased capital investments.
Distribution operating income increased $70.9 million to $638.8 million for the nine months ended June 30, 2023, compared with $567.9 million in the prior year, primarily due to a net $139.0 million increase in rates, a $12.5 million increase in consumption, a $14.6 million increase in customer growth, including increased industrial load, and a $10.0 million decrease in refunds of excess deferred taxes to customers, which is substantially offset in income tax expense, partially offset by a $47.7 million increase in operation and maintenance expense driven primarily by line locates and other pipeline system maintenance activities and increased administrative costs and a $50.5 million increase in depreciation and property tax expenses.
Pipeline and storage operating income increased $26.6 million to $274.3 million for the nine months ended June 30, 2023, compared with $247.7 million in the prior year. Key operating drivers for this segment include a $64.6 million increase from our GRIP filings approved in fiscal 2022 and 2023 and an $8.0 million increase in through system revenues, partially offset by a $22.1 million increase in operation and maintenance expense driven primarily by timing of system maintenance spending and a $17.0 million increase in depreciation and property tax expenses.
Capital expenditures increased $357.5 million to $2.08 billion for the nine months ended June 30, 2023, compared with $1.73 billion in the prior year, due to increased system modernization and expansion spending.
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For the nine months ended June 30, 2023, the company generated operating cash flow of $3.22 billion, compared to $929.3 million in the prior year. The year-over-year increase primarily reflects the receipt of $2.02 billion from the Texas Natural Gas Securitization Finance Corporation in March 2023 related to gas costs incurred during Winter Storm Uri.
Our equity capitalization ratio at June 30, 2023 increased to 61.8%, from 53.6% at September 30, 2022, due to the repayment at maturity of $2.2 billion of Winter Storm Uri financing and $671.6 million in equity issuances under our forward equity agreements, partially offset by the issuance of $500 million of 5.75% senior notes and $300 million of 5.45% senior notes in October 2022. Excluding the $2.2 billion of incremental financing issued to pay for the purchased gas costs incurred during Winter Storm Uri, our equity capitalization ratio was 61.3% at September 30, 2022.

Conference Call to be Webcast August 3, 2023
Atmos Energy will host a conference call with financial analysts to discuss the fiscal 2023 third quarter financial results on Thursday, August 3, 2023, at 10:00 a.m. Eastern Time. The domestic telephone number is 888-350-3846 and the international telephone number is 646-960-0251. The conference ID is 9958104. Kevin Akers, President and Chief Executive 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.
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 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 presentation, including the risks 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 risks and uncertainties include the following: federal, state and local regulatory and political trends and decisions, including the impact of rate proceedings before various state regulatory commissions; increased federal regulatory oversight and potential penalties; possible increased federal, state and local regulation of the safety of our operations; possible significant costs and liabilities resulting from pipeline integrity and other similar programs and related repairs; the inherent hazards and risks involved in distributing, transporting and storing natural gas; the availability and accessibility of contracted gas supplies, interstate pipeline and/or storage services; increased competition from energy suppliers and alternative forms of energy; failure to attract and retain a qualified workforce; natural disasters, terrorist activities or other events and other risks and uncertainties discussed herein, all of which are difficult to predict and many of which are beyond our control; increased dependence on technology that may hinder the Company's business if such technologies fail; the threat of cyber-attacks or acts of cyber-terrorism that could disrupt our business operations and information technology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information; the impact of new cybersecurity compliance requirements; adverse weather conditions; the impact of greenhouse gas emissions or other legislation or regulations intended to address climate change; the impact of climate change; the capital-intensive nature of our business; our ability to continue to access the credit and capital markets to execute our business strategy; market risks beyond our control affecting our risk management activities, including commodity price volatility, counterparty performance or creditworthiness and interest rate risk; the concentration of our operations in Texas; the impact of adverse economic conditions on our customers; changes in the availability and price of natural gas; and increased costs of providing health care benefits, along with pension and postretirement health care benefits and increased funding requirements.
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Accordingly, while we believe 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. Further, the company undertakes no obligation to update or revise any of our forward-looking statements whether as a result of new information, future events or otherwise.
About Atmos Energy
Atmos Energy Corporation, an S&P 500 company headquartered in Dallas, is the country’s largest natural gas-only distributor. We safely deliver reliable, affordable, efficient and abundant natural gas to more than 3 million distribution customers in over 1,400 communities across eight states located primarily in the South. As part of our vision to be the safest provider of natural gas services, we are modernizing our business and infrastructure while continuing to invest in safety, innovation, environmental sustainability and our communities. Atmos Energy manages proprietary pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas. Find us online at http://www.atmosenergy.com, Facebook, Twitter, Instagram and YouTube.
This news release should be read in conjunction with the attached unaudited financial information.
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Atmos Energy Corporation
Financial Highlights (Unaudited)

Statements of Income Three Months Ended June 30
(000s except per share) 2023 2022
Operating revenues
Distribution segment
$ 616,067  $ 773,311 
Pipeline and storage segment
208,225  183,412 
Intersegment eliminations
(161,559) (140,294)
662,733  816,429 
Purchased gas cost
Distribution segment
206,048  390,559 
Pipeline and storage segment
(194) (1,347)
Intersegment eliminations
(161,304) (140,053)
44,550  249,159 
Operation and maintenance expense 195,049  182,325 
Depreciation and amortization 150,726  134,231 
Taxes, other than income 103,155  96,127 
Operating income 169,253  154,587 
Other non-operating income 16,170  13,263 
Interest charges 31,334  26,190 
Income before income taxes 154,089  141,660 
Income tax expense 16,282  13,113 
Net income $ 137,807  $ 128,547 
Basic net income per share $ 0.94  $ 0.92 
Diluted net income per share $ 0.94  $ 0.92 
Cash dividends per share $ 0.74  $ 0.68 
Basic weighted average shares outstanding 146,051  139,881 
Diluted weighted average shares outstanding 146,067  140,227 

  Three Months Ended June 30
Summary Net Income by Segment (000s) 2023 2022
Distribution $ 59,639  $ 57,401 
Pipeline and storage 78,168  71,146 
Net income $ 137,807  $ 128,547 

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Atmos Energy Corporation
Financial Highlights, continued (Unaudited)

Statements of Income Nine Months Ended June 30
(000s except per share) 2023 2022
Operating revenues
Distribution segment
$ 3,556,703  $ 3,356,279 
Pipeline and storage segment
579,278  510,077 
Intersegment eliminations
(448,266) (387,322)
3,687,715  3,479,034 
Purchased gas cost
Distribution segment
1,896,986  1,881,212 
Pipeline and storage segment
(431) (3,075)
Intersegment eliminations
(447,545) (386,437)
1,449,010  1,491,700 
Operation and maintenance expense 574,781  504,787 
Depreciation and amortization 445,063  395,461 
Taxes, other than income 305,784  271,506 
Operating income 913,077  815,580 
Other non-operating income 54,767  27,178 
Interest charges 105,464  74,969 
Income before income taxes 862,380  767,789 
Income tax expense 95,042  65,034 
Net income $ 767,338  $ 702,755 
Basic net income per share $ 5.33  $ 5.13 
Diluted net income per share $ 5.33  $ 5.12 
Cash dividends per share $ 2.22  $ 2.04 
Basic weighted average shares outstanding 143,938  136,799 
Diluted weighted average shares outstanding 143,998  137,055 

  Nine Months Ended June 30
Summary Net Income by Segment (000s) 2023 2022
Distribution $ 542,581  $ 505,823 
Pipeline and storage 224,757  196,932 
Net income $ 767,338  $ 702,755 
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Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Balance Sheets June 30, September 30,
(000s) 2023 2022
Net property, plant and equipment $ 19,018,341  $ 17,240,239 
Cash and cash equivalents 56,237  51,554 
Restricted cash and cash equivalents 1,876  — 
Cash and cash equivalents and restricted cash and cash equivalents 58,113  51,554 
Accounts receivable, net 330,827  363,708 
Gas stored underground 211,041  357,941 
Other current assets 288,945  2,274,490 
Total current assets 888,926  3,047,693 
Securitized intangible asset, net 93,600  — 
Goodwill 731,257  731,257 
Deferred charges and other assets 1,039,405  1,173,800 
$ 21,771,529  $ 22,192,989 
Shareholders' equity $ 10,602,381  $ 9,419,091 
Long-term debt, net 6,553,618  5,760,647 
Securitized long-term debt 89,027  — 
Total capitalization 17,245,026  15,179,738 
Accounts payable and accrued liabilities 327,890  496,019 
Other current liabilities 698,918  720,157 
Short-term debt —  184,967 
Current maturities of long-term debt 1,540  2,201,457 
Current maturities of securitized long-term debt 5,973  — 
Total current liabilities 1,034,321  3,602,600 
Deferred income taxes 2,205,291  1,999,505 
Regulatory excess deferred taxes 277,506  385,213 
Deferred credits and other liabilities 1,009,385  1,025,933 
$ 21,771,529  $ 22,192,989 
7


Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Statements of Cash Flows Nine Months Ended June 30
(000s) 2023 2022
Cash flows from operating activities
Net income $ 767,338  $ 702,755 
Depreciation and amortization 445,063  395,461 
Deferred income taxes 75,407  40,899 
Other (38,360) (15,941)
Change in Winter Storm Uri current regulatory asset 2,021,889  — 
Changes in other assets and liabilities (49,829) (193,858)
Net cash provided by operating activities 3,221,508  929,316 
Cash flows from investing activities
Capital expenditures (2,083,486) (1,726,039)
Debt and equity securities activities, net (7,302) 3,594 
Other, net 13,469  7,876 
Net cash used in investing activities (2,077,319) (1,714,569)
Cash flows from financing activities
Net decrease in short-term debt (184,967) — 
Proceeds from issuance of long-term debt, net of premium/discount 797,258  798,802 
Proceeds from issuance of securitized debt by AEK 95,000  — 
Net proceeds from equity issuances 671,630  675,320 
Issuance of common stock through stock purchase and employee retirement plans 11,660  11,670 
Proceeds from term loan 2,020,000  — 
Repayment of term loan (2,020,000) — 
Repayment of long-term debt (2,200,000) (200,000)
Cash dividends paid (319,074) (279,256)
Debt issuance costs (7,864) (8,196)
Securitized debt issuance costs (1,273) — 
Other —  (1,735)
Net cash provided by (used in) financing activities (1,137,630) 996,605 
Net increase in cash and cash equivalents and restricted cash and cash equivalents 6,559  211,352 
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period 51,554  116,723 
Cash and cash equivalents and restricted cash and cash equivalents at end of period $ 58,113  $ 328,075 
 
  Three Months Ended June 30 Nine Months Ended June 30
Statistics 2023 2022 2023 2022
Consolidated distribution throughput (MMcf as metered)
75,272  79,314  377,058  376,754 
Consolidated pipeline and storage transportation volumes (MMcf)
172,266  146,422  440,015  411,884 
Distribution meters in service 3,478,231  3,430,476  3,478,231  3,430,476 
Distribution average cost of gas $ 4.96  $ 8.69  $ 7.31  $ 7.33 
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