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

 

February 7, 2006

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 Tuesday, February 7, 2006, Atmos Energy Corporation (the “Company”) announced in a news release its financial results for the first quarter of the 2006 fiscal year, which ends September 30, 2006, and that certain of its officers would discuss such financial results in a conference call on Wednesday, February 8, 2006 at 7:00 a.m. Central Time. In the release, the Company also announced that the conference 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 attached hereto shall not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

99.1    News Release issued by Atmos Energy Corporation dated February 7, 2006

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:  

February 7, 2006

     

By:

  /s/    L OUIS P. G REGORY        
                Louis P. Gregory
                Senior Vice President and General Counsel

EXHIBIT INDEX

 

Exhibit Number  

  

Description  


99.1    News Release dated February 7, 2006 (furnished under Item 2.02)

LOGO   Exhibit 99.1

 

News Release

 

Analysts and Media Contact:

Susan Kappes (972) 855-3729

 

Atmos Energy Corporation’s Nonutility Performance

Drives Fiscal 2006 First Quarter Results

 

DALLAS (February 7, 2006)—Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its first quarter of fiscal 2006 ending December 31, 2005.

 

    For the fiscal 2006 first quarter net income was $71.0 million, or $0.88 per diluted share, up approximately 19 percent from net income of $59.6 million, or $0.79 per diluted share in the prior-year quarter, despite a 5 million increase in weighted average shares outstanding year over year.

 

    Nonutility businesses contributed $22.6 million, or $0.28 per diluted share in the fiscal 2006 first quarter, largely due to capturing favorable arbitrage spreads during a period of unprecedented market volatility.

 

    Gross profit for the fiscal 2006 first quarter was negatively affected by $8.0 million from weather that was 7 percent warmer than normal, as adjusted for jurisdictions with weather-normalized rates. Warmer-than-normal-weather in the Mid-Tex Division accounted for $4.5 million of the reduction in gross profit. Atmos Energy’s budgeted earnings for the full 2006 fiscal year reflect 30-year normal weather.

 

    First quarter results reflect the adverse impact of the effects of Hurricane Katrina on operations in the Louisiana Division, which reduced gross profit by about $2.5 million. As previously disclosed, the company expects a negative impact on gross profit of between $10 million and $12 million for the full 2006 fiscal year.

 

“In the first quarter, we were able to offset much of the effect on our earnings of unseasonably warm weather with a continued strong performance in our nonutility businesses, especially our natural gas marketing operations, and our continued control of operations and maintenance expenses,” said Robert W. Best, chairman, president and chief executive officer of Atmos Energy Corporation. “Weather in our Mid-Tex Division, which makes up almost 50 percent of our customer base and does not have weather-normalized rates, was 17 percent warmer than normal. We remain focused on seeking rate design that will mitigate the effects of weather, conservation and regulatory lag on our utility margins.”

 

Consolidated gross profit for the three months ended December 31, 2005 was $346.6 million, compared with $322.1 million in the prior-year quarter. Utility gross profit increased $22.9 million to $280.2 million for the three months ended December 31, 2005, compared with $257.3 million in the prior-year quarter, before intersegment eliminations. Consolidated utility throughput increased to 125.8 billion cubic feet (Bcf) for the three months ended December 31, 2005, compared with 118.9 Bcf for the prior-year quarter. The increases in utility gross profit and throughput primarily reflect weather, as adjusted for jurisdictions with weather-normalized rates that was 7 percent colder than the prior-year quarter. Additionally, the Mississippi Division benefited from an increase in its WNA coverage during the three months ended December 31, 2005, and colder than normal weather prior to the beginning of its WNA period. Offsetting these increases was a reduction in gross profit in the Louisiana Division due to the impact of Hurricane Katrina.

 

Natural gas marketing gross profit decreased $0.5 million to $26.3 million for the three months ended December 31, 2005, compared with $26.8 million for the three months ended December 31, 2004, before intersegment eliminations. For the fiscal 2006 first quarter, the storage and marketing margin of $26.3 million included a negative $29.5 million mark-to-market impact, which resulted from the change in value of the physical/financial portfolio from September 30, 2005. For the first quarter of fiscal 2005, the storage and marketing margin of $26.8 million included a positive $10.7 million of mark-to-market impact, which resulted from the change in value of the physical/financial portfolio from September 30, 2004. As of December 31, 2005, the physical storage position was 12.8 Bcf with equal and offsetting financial hedges, compared to physical/financial positions of 6.4 Bcf at December 31, 2004. Consolidated natural gas marketing sales volumes were 71.5 Bcf for the three months ended December 31, 2005, compared with 60.3 Bcf in the prior-year quarter.

 

Pipeline and storage gross profit increased $2.2 million to $39.7 million for the three months ended December 31, 2005, compared with $37.5 million in the prior-year quarter. The increase in pipeline and storage gross profit was primarily attributable to increased throughput on the Atmos Pipeline–Texas system coupled with higher transportation and related services margins.

 

Consolidated operation and maintenance expense for the three months ended December 31, 2005, was $108.2 million, compared with $110.8 million for the three months ended December 31, 2004. Excluding the provision for doubtful accounts, operation and maintenance expense for the three months ended December 31, 2005, decreased $3.8 million compared with the prior-year quarter. The decrease was primarily attributable to a reduction in third-party costs for outsourced administrative and meter reading functions in the first quarter of fiscal 2005 that were subsequently in-sourced during the first quarter of fiscal 2006, partially offset by a $2.0 million charge for Hurricane Katrina-related losses, increased employee headcount and higher benefit costs. The provision for doubtful accounts increased from $7.5 million for the three months ended December 31, 2004 to $8.7 million for the three months ended December 31, 2005. The $1.2 million increase was primarily attributable to increases in the utility segment provision due to potential increased collection risk associated with higher natural gas prices. In the utility segment, the average cost of natural gas for the three months ended December 31, 2005, was $11.82 per thousand cubic feet (Mcf), compared with $7.22 per Mcf for the prior-year quarter.

 

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Taxes, other than income taxes, for the three months ended December 31, 2005, were $45.4 million, compared with $38.7 million for the prior-year quarter. The $6.7 million increase was primarily related to franchise fees and state gross receipts taxes, both of which are calculated as a percentage of revenue and are paid by utility customers as a component of their monthly bills. Although these amounts are included as a component of revenue in accordance with the company’s tariffs, timing differences between when these amounts are billed to customers and when the company recognizes the associated expense may favorably or unfavorably affect net income on a temporary basis. However, there is no permanent effect on net income.

 

Interest charges for the three months ended December 31, 2005, were $36.2 million, compared with $32.5 million for the prior-year quarter. The $3.7 million increase was primarily due to higher average outstanding short-term debt balances used to fund natural gas purchases at significantly higher prices, coupled with an increase in the three-month LIBOR rate. These increases were partially offset by $1.2 million in interest savings arising from the early payoff of $72.5 million of the company’s First Mortgage Bonds in June 2005.

 

For the three months ended December 31, 2005, cash flow generated from operating activities reflected a $195.4 million cash outflow, compared with a $67.9 million cash inflow from operations for the three months ended December 31, 2004. Overall, operating cash flow was adversely impacted by significantly higher natural gas prices, which increased the levels of accounts receivable, natural gas inventories and under-collected deferred gas costs. These increases were partially offset by working capital management efforts which favorably affected the timing of payments for accounts payable and other accrued liabilities.

 

Capital expenditures increased to $102.5 million for the three months ended December 31, 2005, from $67.2 million for the three months ended December 31, 2004. The $35.3 million increase in capital expenditures primarily reflects increased spending associated with the company’s North Side Loop project in the Dallas/Fort Worth Metroplex and other pipeline expansion projects in the Atmos Pipeline–Texas Division as well as various capital projects in the Mid-Tex Division.

 

Outlook

 

Atmos Energy’s leadership remains focused on enhancing shareholder value by delivering consistent earnings growth and providing a sound and attractive dividend. As a result of additional short-term borrowings to fund natural gas purchases and meet working capital requirements during the winter heating season, the debt to capitalization ratio typically reaches its peak at the end of the fiscal first quarter. At December 31, 2005, debt to total capitalization was 61.9 percent. However, Atmos Energy remains committed to reducing the debt to capitalization ratio to a targeted range of 50 to 55 percent within two to four years.

 

The company believes that despite the continued unseasonably warm weather that is negatively impacting its utility results, natural gas price volatility creates the potential for the complementary nonutility businesses to deliver stronger results, thereby partially offsetting the impact of warmer weather at the utility. As a result, Atmos Energy still anticipates earnings per diluted share in the full 2006 fiscal year to be between $1.80 and $1.90, as previously announced. However, changes in these events or other circumstances that the

 

3

company cannot currently anticipate could materially impact earnings, and could result in earnings for fiscal 2006 significantly above or below this outlook.

 

Conference Call to be Webcast February 8, 2006

 

Atmos Energy Corporation will host a conference call with financial analysts to discuss the financial results for the first quarter of fiscal 2006 on Wednesday, February 8, 2006, at 8 a.m. EST. The phone number is 800-218-0204. The conference call will be webcast live on the Atmos Energy Web site at www.atmosenergy.com. A slide presentation also will be available on the company’s Web site, and a playback of the call will be available on the Web site later that day. Atmos Energy officers who will participate in the conference call include: Bob Best, chairman, president and chief executive officer; Pat Reddy, senior vice president and chief financial officer; Earl Fischer, senior vice president, utility operations; JD Woodward, senior vice president, nonutility operations; Fred Meisenheimer, vice president and controller; Laurie Sherwood, vice president, corporate development, and treasurer; and Susan Kappes, vice president, investor relations.

 

Highlights and Recent Developments

 

New Credit Facilities

 

During the first quarter of fiscal 2006, Atmos Energy renewed and amended its credit facilities to increase its total availability under its committed and uncommitted credit facilities from $893 million to approximately $1.5 billion.

 

On October 18, 2005, Atmos Energy entered into a $600 million 3-year committed revolving credit facility to replace its $600 million 364-day working capital facility. The credit facility will expire on October 18, 2008. This facility serves as a backup liquidity facility for the company’s commercial paper program. Additionally, on November 10, 2005, Atmos Energy entered into a new $300 million 364-day committed revolving credit facility to supplement amounts available under its existing $18 million committed credit facility and $25 million uncommitted credit facility. The new $600 million and $300 million committed credit facilities contain essentially the same terms as those of the previous $600 million committed credit facility.

 

On November 28, 2005, Atmos Energy Marketing amended its $250 million uncommitted demand working capital credit facility, primarily to increase the amount of credit available from $250 million to a maximum of $580 million. The credit facility will expire on March 31, 2006. The new credit facility contains essentially the same terms as those of the previous credit facility.

 

4

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,” “believes,” “estimate,” “expects,” “forecast,” “goal,” “intends,” “objective,” “plans,” “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 relating to the acquisition of the operations of TXU Gas, the company’s ability to continue to access the capital markets and the other factors discussed in the company’s SEC filings. These factors include the risks and uncertainties discussed in the company’s Form 10-K for the fiscal year ended September 30, 2005. 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 the country’s largest natural gas-only distributor, serving about 3.2 million gas utility customers. Atmos Energy’s utility operations serve more than 1,500 communities in 12 states from the Blue Ridge Mountains in the East to the Rocky Mountains in the West. Atmos Energy’s nonutility operations, organized under Atmos Energy Holdings, Inc., operate in 22 states. They provide natural gas marketing and procurement services to industrial, commercial and municipal customers and manage 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.

 

5

Atmos Energy Corporation

Financial Highlights (Unaudited)

 

Statements of Income

(000s except per share)        


   Three Months Ended
December 31


   

Percentage

Change


 
   2005

    2004

   

Operating revenues:

                      

Utility segment

   $ 1,405,010     $ 913,681        

Natural gas marketing segment

     1,101,845       493,801        

Pipeline and storage segment

     39,712       43,690        

Other nonutility segment

     1,492       1,359        

Intersegment eliminations

     (264,239 )     (83,907 )      
    


 


     
       2,283,820       1,368,624        

Purchased gas cost:

                      

Utility segment

     1,124,829       656,370        

Natural gas marketing segment

     1,075,526       466,957        

Pipeline and storage segment

     —         6,221        

Other nonutility segment

     —         —          

Intersegment eliminations

     (263,125 )     (83,027 )      
    


 


     
       1,937,230       1,046,521        
    


 


     

Gross profit

     346,590       322,103     8 %

Operation and maintenance expense

     108,217       110,777     (2 )%

Depreciation and amortization

     43,260       43,997     (2 )%

Taxes, other than income

     45,416       38,655     17 %
    


 


 

Total operating expenses

     196,893       193,429     2 %

Operating income

     149,697       128,674     16 %

Miscellaneous income, net

     448       385     16 %

Interest charges

     36,189       32,542     11 %
    


 


 

Income before income taxes

     113,956       96,517     18 %

Income tax expense

     42,929       36,918     16 %
    


 


 

Net income

   $ 71,027     $ 59,599     19 %
    


 


 

Basic net income per share

   $ 0.88     $ 0.79        

Diluted net income per share

   $ 0.88     $ 0.79        

Cash dividends per share

   $ .315     $ .310        

Weighted average shares outstanding:

                      

Basic

     80,259       75,306        

Diluted

     80,722       75,725        

 

     Three Months Ended
December 31


  

Percentage

Change


 

Summary Net Income (Loss) by Segment (000s)        


   2005

    2004

  

Utility

   $ 48,413     $ 37,023    31 %

Natural gas marketing

     11,452       13,262    (14 )%

Pipeline and storage

     11,167       9,084    23 %

Other nonutility

     (5 )     230    (102 )%
    


 

  

Consolidated net income

   $ 71,027     $ 59,599    19 %
    


 

  

 

6

Atmos Energy Corporation

Financial Highlights, continued (Unaudited)

 

Condensed Balance Sheets

(000s)                                         


  

December 31,

2005


  

September 30,

2005


     

Net property, plant and equipment

   $ 3,439,934    $ 3,374,367

Cash and cash equivalents

     49,451      40,116

Cash held on deposit in margin account

     74,076      80,956

Accounts receivable, net

     1,229,190      454,313

Gas stored underground

     583,572      450,807

Other current assets

     239,992      238,238
    

  

Total current assets

     2,176,281      1,264,430

Goodwill and intangible assets

     737,641      737,787

Deferred charges and other assets

     265,146      276,943
    

  

     $ 6,619,002    $ 5,653,527
    

  

Shareholders’ equity

   $ 1,637,617    $ 1,602,422

Long-term debt

     2,181,497      2,183,104
    

  

Total capitalization

     3,819,114      3,785,526

Accounts payable and accrued liabilities

     1,170,402      461,314

Other current liabilities

     401,948      503,368

Short-term debt

     474,059      144,809

Current maturities of long-term debt

     3,286      3,264
    

  

Total current liabilities

     2,049,695      1,112,755

Deferred income taxes

     284,196      292,207

Deferred credits and other liabilities

     465,997      463,039
    

  

     $ 6,619,002    $ 5,653,527
    

  

 

7

Atmos Energy Corporation

Financial Highlights, continued (Unaudited)

 

Condensed Statements of Cash Flows

(000s)                                                             


   Three Months Ended
December 31


 
   2005

    2004

 

Cash flows from operating activities

                

Net income

   $ 71,027     $ 59,599  

Depreciation and amortization

     43,407       44,251  

Deferred income taxes

     20,448       8,308  

Changes in assets and liabilities

     (333,931 )     (45,231 )

Other

     3,680       977  
    


 


Net cash (used in) provided by operating activities

     (195,369 )     67,904  

Cash flows from investing activities

                

Capital expenditures

     (102,465 )     (67,201 )

Acquisitions

     —         (1,912,532 )

Other, net

     (1,121 )     (1,051 )
    


 


Net cash used in investing activities

     (103,586 )     (1,980,784 )

Cash flows from financing activities

                

Net increase in short-term debt

     329,250       28,797  

Net proceeds from issuance of long-term debt

     —         1,385,847  

Repayment of long-term debt

     (1,695 )     (3,373 )

Settlement of Treasury lock agreements

     —         (43,770 )

Cash dividends paid

     (25,429 )     (24,521 )

Net proceeds from equity offering

     —         382,014  

Issuance of common stock

     6,164