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 8, 2005
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
(Registrants 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 February 8, 2005, Atmos Energy Corporation (the Company)
announced in a news release its financial results for the first quarter of fiscal 2005, and that certain of its officers will discuss such financial results in a conference call on February 9, 2005 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.
| (c) | Exhibits |
| 99.1 | News Release issued by Atmos Energy Corporation dated February 8, 2005 |
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 8, 2005
By:
/s/ LOUIS P. GREGORY
Louis P. Gregory
Senior Vice President
and General Counsel
EXHIBIT INDEX
Description
Exhibit
Number
99.1
News Release dated February 8, 2005 (furnished under Item 2.02)
Exhibit 99.1
News Release
ANALYSTS AND MEDIA CONTACT:
Susan Kappes (972) 855-3729
Atmos Energy Corporation Reports
Strong Results for Fiscal 2005 First Quarter
DALLAS (February 8, 2005)Atmos Energy Corporation (NYSE: ATO) today reported that net income in the first quarter of its 2005 fiscal year more than doubled from results in the same period last year. Net income for the three months ended December 31, 2004, was $59.6 million, or $0.79 per diluted share, compared with net income of $29.5 million, or $0.57 per diluted share, for the three months ended December 31, 2003.
Earnings in the fiscal 2005 first quarter include results of operations of the acquired natural gas utility distribution and pipeline operations of TXU Gas Company (TXU Gas). After completing the acquisition on October 1, 2004, Atmos Energy formed its Mid-Tex Division to operate the utility distribution operations and its Atmos PipelineTexas Division to operate the gas pipeline and storage operations. Together, the new divisions contributed $24.3 million of the total $30.1 million increase in net income for the 2005 first quarter.
Earnings per diluted share for the fiscal 2005 first quarter increased 39 percent over the same quarter a year ago, reflecting the effects of a 23.9 million share increase, quarter over quarter, in the companys weighted average number of diluted shares. The increase in shares was primarily due to issuing 26.0 million shares in July and October 2004 to partially finance the TXU Gas acquisition.
Our 2005 first-quarter results display how beneficial the TXU Gas acquisition will be for Atmos Energy, said Robert W. Best, chairman, president and chief executive officer of Atmos Energy Corporation. In our utility segment, the acquisition clearly strengthened our earnings and offers prospects for continued growth. The strong performance by the acquired pipeline and storage operations, along with our existing nonutility gas marketing segment, helped overcome lower performance in our historical utility operations caused largely by unseasonably warm weather during the quarter. We feel confident that Atmos Energy is on track to meet our previously announced guidance for fiscal 2005 of earning between $1.65 and $1.75 per diluted share.
Consolidated gross profit for the three months ended December 31, 2004, was $324.5 million, compared with $159.1 million for the three months ended December 31, 2003. The increase in consolidated gross profit reflects the positive effects of the TXU Gas acquisition coupled with strong performance in the nonutility natural gas marketing segment.
Utility gross profit increased to $257.3 million for the three months ended December 31, 2004, compared with $138.4 million in the same period last year, before intersegment eliminations. Consolidated utility throughput increased to 118.9 billion cubic feet (Bcf) for the three months ended December 31, 2004, compared with 68.2 Bcf for the prior-year quarter. The increases in utility gross profit and throughput primarily reflect the contribution of $114.0 million gross profit and 51.9 Bcf in throughput from the acquired TXU Gas operations as well as the effect of rate increases in West Texas and Mississippi that were not in effect during the same period last year. For the three months ended December 31, 2004, weather was 12 percent warmer than normal, as adjusted for jurisdictions with weather-normalized operations. Excluding the new Mid-Tex operations, weather was 6 percent warmer than normal for the three months ended December 31, 2004, and 1 percent warmer than the same period last year.
Natural gas marketing gross profit was $26.8 million for the three months ended December 31, 2004, compared with $17.5 million in the same period last year, before intersegment eliminations. The improvement in natural gas marketing gross profit was primarily attributable to the favorable mark-to-market impact on increased physical volumes in storage. Consolidated natural gas marketing sales volumes were 60.3 Bcf during the three months ended December 31, 2004, compared with 58.9 Bcf in the prior-year quarter.
On October 1, 2004, Atmos Energy created a separate pipeline and storage reporting segment to manage the companys gas pipeline and storage operations. This segment combines the regulated pipeline and storage operations of the Atmos PipelineTexas Division and the nonregulated pipeline and storage operations of Atmos Pipeline and Storage, LLC, which was previously included in the other nonutility segment. Pipeline and storage gross profit was $39.8 million for the three months ended December 31, 2004, compared with $2.6 million for the three months ended December 31, 2003. The increase was due to 72.8 Bcf of incremental pipeline transportation volumes from the operations of the Atmos PipelineTexas Division, which was formed from the acquired TXU Gas pipeline and storage operations.
Consolidated operation and maintenance expense for the three months ended December 31, 2004, was $113.1 million, compared with $56.9 million for the three months ended December 31, 2003. Excluding the provision for doubtful accounts and a $48.9 million increase attributable to the new Mid-Tex and Atmos PipelineTexas Divisions, operation and maintenance expense for the three months ended December 31, 2004, increased $3.0 million compared with the same quarter in 2003, primarily due to increased employee compensation and benefits. The provision for doubtful accounts increased $4.3 million to $7.5 million for the three months ended December 31, 2004, compared with $3.2 million in the prior year period. The increase in the provision for doubtful accounts was primarily attributable to the new Mid-Tex operations. In the utility segment, the average cost of natural gas for the three months ended December 31, 2004, was $7.22 per thousand cubic feet (Mcf), compared with $6.35 per Mcf for the three months ended December 31, 2003.
Depreciation and amortization expense for the quarter ended December 31, 2004, was $44.0 million, compared with $23.5 million in the prior-year period. The $20.5 million increase primarily reflects the depreciation associated with the operations of the new Mid-Tex and Atmos PipelineTexas Divisions.
Taxes, other than income taxes, for the three months ended December 31, 2004, were $38.7 million, compared with $15.1 million for the prior-year period. The $23.6 million increase was primarily attributable to additional franchise, payroll and property taxes associated with the new Mid-Tex and Atmos PipelineTexas operations and higher franchise taxes due to higher revenues. Increases in franchise taxes have no effect on the companys net income because these amounts are revenue-based and are recovered through customer billings.
Interest charges for the three months ended December 31, 2004, were $32.5 million, compared with $17.3 million for the three months ended December 31, 2003. The $15.2 million increase was primarily due to higher average outstanding debt balances and the resulting incremental interest expense associated with Atmos Energys $1.4 billion debt offering in October 2004 used to partially finance its TXU Gas acquisition.
Miscellaneous income for the three months ended December 31, 2004, was $0.4 million, compared with $1.2 million for the three months ended December 31, 2003. The $0.8 million decrease primarily was due to the absence during the current-year quarter of equity earnings associated with the companys Heritage Propane Partners, L.P., interest, which was sold in January 2004.
For the three months ended December 31, 2004, operating activities provided cash of $67.9 million, compared with $11.5 million for the three months ended December 31, 2003. The quarter-over-quarter increase was primarily due to increased net income, more effective management of working capital partially offset by lower than expected utility sales volumes due to the effect of warmer weather. In addition, cash flow was negatively affected by a 14 percent higher average cost of gas, as compared with the prior-year quarter, and by seasonally unfavorable purchased gas cost recoveries.
Capital expenditures increased to $67.2 million for the three months ended December 31, 2004, from $45.5 million for the three months ended December 31, 2003, primarily reflecting spending for the new Mid-Tex Division of $23.4 million and for the Atmos PipelineTexas Division of $1.1 million.
Highlights and Recent Developments
Acquisition of TXU Gas Operations Completed
On October 1, 2004, Atmos Energy completed its acquisition of the natural gas distribution and pipeline operations of TXU Gas Company. Atmos Energy paid approximately $1.905 billion in cash for the acquisition, which was funded by issuing both senior unsecured notes and common stock. The acquisition increased the companys number of customers served in its gas distribution business to more than 3.1 million and made Atmos Energy the largest pure-play natural gas distribution company in the United States. It also made the company one of the largest intrastate pipeline operators in Texas.
Atmos Energy and Energy Transfer Partners Agree to Build Natural Gas Pipeline
On January 12, 2005, Atmos Energy signed a letter of intent with Energy Transfer Partners L.P. to jointly construct, own and operate a 45-mile, 30-inch natural gas pipeline in the northern portion of the Dallas/Fort Worth Metroplex. Under terms of the letter of intent, Energy Transfer will provide the initial capital to build the pipeline, and Atmos Energy will contribute its share of capital within two years of signing a definitive agreement. The new pipeline is expected to be in operation by December 31, 2005.
Conference Call to be Webcast February 9
Atmos Energy Corporation will host a conference call with financial analysts to discuss the financial results of its fiscal 2005 first quarter on Wednesday, February 9, 2005, at 7 a.m. CST. The telephone number is 800-218-0713. 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 companys Web site. 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 and corporate communications.
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 or 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 Companys 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 successful integration of the Companys acquisition of the operations of TXU Gas, the Companys ability to continue to access the capital markets and the other factors discussed in the Companys SEC filings. These factors include the risks and uncertainties discussed in the Companys Form 10-K for the fiscal year ended September 30, 2004. 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.
Atmos Energy Corporation, headquartered in Dallas, is the countrys largest natural gas-only distributor, serving more than 3.1 million gas utility customers. Atmos Energys 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 Energys nonutility operations, organized under Atmos Energy Holdings, Inc., operate in 18 states. They provide natural gas marketing and procurement services to industrial, commercial and municipal customers and manage company-owned natural gas storage and pipeline assets, including one of the largest intrastate natural gas pipeline systems in Texas. For more information, visit www.atmosenergy.com .
Atmos Energy Corporation
Financial Highlights
(Unaudited)
(000s except per share)
Operating revenues:
Utility segment
Natural gas marketing segment
Pipeline and storage segment
(1)
Other nonutility segment
(1)
Intersegment eliminations
Purchased gas cost:
Utility segment
Natural gas marketing segment
Pipeline and storage segment
(1)
Other nonutility segment
(1)
Intersegment eliminations
Gross profit
Operation and maintenance expense
Depreciation and amortization
Taxes, other than income
Total operating expenses
Operating income
Miscellaneous income
Interest charges
Income before income taxes
Income tax expense
Net income
Basic net income per share
Diluted net income per share
Cash dividends per share
Weighted average shares outstanding:
Basic
Diluted
Atmos Energy Corporation
Financial Highlights, continued
(Unaudited)
Three Months Ended
December 31
Summary Net Income by Segment (000s)
Utility
Natural gas marketing
Pipeline and storage
(1)
Other nonutility
(1)
Consolidated net income
Atmos Energy Corporation
Financial Highlights, continued
(Unaudited)
Three Months Ended
December 31
(000s)
Cash flows from operating activities
Net income
Depreciation and amortization
Deferred income taxes
Changes in assets and liabilities
Other
Net cash provided by operating activities
Cash flows from investing activities
Capital expenditures
Acquisitions
Other
Net cash used in investing activities
Cash flows from financing activities
Net increase in short-term debt
Net proceeds from issuance of long-term debt
Repayment of long-term debt
Settlement of Treasury lock agreements
Cash dividends paid
Net proceeds from equity offering
Issuance of common stock
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Three Months Ended
December 31
Statistics
Heating degree days *
Percent of normal *
Consolidated utility gas throughput (MMcf as metered)
Consolidated natural gas marketing sales volumes (MMcf)
Consolidated pipeline transportation volumes (MMcf)
Natural gas meters in service
Utility average cost of gas
###
Statements of Income
Three Months Ended
December 31
2004
2003
$
913,681
$
460,488
493,801
373,829
43,690
2,919
1,359
709
(83,907
)
(74,329
)
1,368,624
763,616
656,370
322,064
466,957
356,331
3,872
327
(83,027
)
(74,159
)
1,044,172
604,563
324,452
159,053
113,126
56,916
43,997
23,473
38,655
15,123
195,778
95,512
128,674
63,541
385
1,207
32,542
17,335
96,517
47,413
36,918
17,872
$
59,599
$
29,541
$
0.79
$
0.57
$
0.79
$
0.57
$
.310
$
.305
75,306
51,483
75,725
51,861
2004
2003
$
37,023
$
21,111
13,262
7,536
9,084
515
230
379
$
59,599
$
29,541
(1)
Effective October 1, 2004, Atmos Energy created the pipeline and storage segment, which reflects the regulated pipeline and storage operations of the Atmos
PipelineTexas Division and the nonregulated pipeline and storage operations of Atmos Pipeline and Storage, L.L.C, which was previously included in the other nonutility segment. Segment information for all prior-year periods has been restated
to reflect this new organizational structure.
Condensed Statements of Cash Flows
2004
2003
$
59,599
$
29,541
44,251
24,145
8,308
19,347
(45,231
)
(61,054
)
977
(476
)
67,904
11,503
(67,201
)
(45,471
)
(1,912,532
)
(1,051
)
489
(1,980,784
)
(44,982
)
28,797
73,200
1,385,847
(3,373
)
(5,363
)
(43,770
)
(24,521
)
(15,744
)
382,014
11,116
7,413
1,736,110
59,506
(176,770
)
26,027
201,932
15,683
$
25,162
$
41,710
2004
2003
988
1,240
88
%
95
%
118,935
68,179
60,296
58,917
72,753
3,184,727
1,683,387
$
7.22
$
6.35
*
Adjusted for weather-normalized operations.