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
May 1, 2008
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 Thursday, May 1, 2008, Atmos Energy Corporation (the Company) issued a news release in which it reported the Companys financial results for the second quarter of its 2008 fiscal year, which ends September 30, 2008, and that certain of its officers would discuss such financial results in a conference call on Friday, May 2, 2008 at 10:00 a.m. Eastern 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 Web site 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, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any of the Companys filings under the Securities Act or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
99.1 |
News Release issued by Atmos Energy Corporation dated May 1, 2008 |
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: | May 1, 2008 | By: | /s/ LOUIS P. GREGORY | |||
| Louis P. Gregory | ||||||
| Senior Vice President and General Counsel | ||||||
INDEX TO EXHIBITS
News Release
Analysts and Media Contact:
Susan Giles (972) 855-3729
Atmos Energy Corporation Reports Earnings for the
Fiscal 2008 Second Quarter and Six Months; Affirms Fiscal 2008 Guidance
DALLAS (May 1, 2008)Atmos Energy
Corporation (NYSE: ATO) today reported consolidated results for its fiscal 2008 second quarter and six months ended March 31, 2008.
Fiscal 2008 second quarter net income was $111.5 million, or $1.24 per diluted share, compared with net income of $106.5 million, or $1.20 per diluted share, in the
fiscal 2007 second quarter.
Regulated operations contributed $100.9 million of net income, or $1.12 per diluted share in the fiscal 2008 second quarter, compared with $89.6 million of net
income, or $1.01 per diluted share in the same period last year.
Nonregulated operations contributed $10.6 million of net income in the fiscal 2008 second quarter, or $0.12 per diluted share, compared with $16.9 million of net
income, or $0.19 per diluted share, in the prior year.
Atmos Energy affirms its fiscal 2008 earnings guidance of $1.95 to $2.05 per diluted share.
For the six months ended March 31, 2008, net income was $185.3 million, or $2.06 per diluted share, compared with net income of $187.8 million, or $2.18 per diluted
share for the same period last year. Diluted earnings per share for the current six-month period fully reflect the effect of a 4.4 percent increase in weighted average diluted shares outstanding, primarily associated with the companys December
2006 equity offering. For the current six-month period, the regulated operations contributed $150.9 million of net income, or $1.68 per diluted share, and the nonregulated operations contributed $34.4 million of net income, or $0.38 per diluted
share.
Our strategy of combining complementary regulated and nonregulated operations continues to drive results, said Robert W. Best,
chairman, president and chief executive officer of Atmos Energy Corporation. Once again, our regulated operations benefited from regulatory enhancements that have further stabilized margins and provided accelerated recognition of capital
expenditures in rates, which more than offset the anticipated decrease in our nonregulated operations as a result of reduced natural gas price volatility in the market, Best said.
As a result, we expect our earnings contributions to return to a more historical mix, with about 70 percent derived from the regulated businesses and about 30 percent from the nonregulated businesses. We remain
confident that Atmos Energy is on track to meet our previously announced guidance for fiscal 2008 of earning between $1.95 and $2.05 per diluted share, Best concluded.
1
Results for the 2008 Second Quarter Ended March 31, 2008
Natural gas distribution gross profit increased $11.3 million to $357.5 million for the fiscal 2008 second quarter, compared with $346.2 million in the prior-year
quarter, before intersegment eliminations. This increase mainly reflects a net $13.4 million increase in rates in the companys Mid-Tex, Louisiana, Tennessee, Missouri and Kentucky service areas.
Regulated transmission and storage gross profit increased $5.3 million to $51.4 million for the three months ended March 31, 2008, compared with $46.1 million for
the three months ended March 31, 2007, before intersegment eliminations. This increase primarily reflects higher revenues resulting from the companys 2006 filing under the Texas Gas Reliability Infrastructure Program (GRIP). Regulated
transmission and storage gross profit also benefited from favorable market conditions that continue in the Barnett Shale and Carthage gas producing regions in Texas, resulting in a 21 percent increase in consolidated throughput and the realization
of higher per-unit margins.
Natural gas marketing gross profit decreased $6.8 million to $16.3 million for the fiscal 2008 second quarter, compared with
$23.1 million for the fiscal 2007 second quarter, before intersegment eliminations. This decrease primarily reflects a $50.0 million decrease in Atmos Energy Marketings (AEM) storage and trading activities, resulting from smaller gains earned
from the settlement of financial positions combined with increased storage fees charged by third parties. Delivered gas margins increased $11.9 million, as a result of an 18 percent increase in consolidated sales volumes combined with capturing
favorable gains due to the location of gas sold. Additionally, AEMs unrealized losses decreased $31.3 million during the current quarter compared with the prior-year quarter, principally due to a narrowing of the spreads between the current
cash prices and forward natural gas prices.
Pipeline, storage and other gross profit decreased $4.1 million to $9.7 million for the three months ended
March 31, 2008, compared with $13.8 million for the same period last year, before intersegment eliminations. The decrease was largely due to lower realized margins from storage and asset optimization activities in a less volatile natural gas
market, which creates less opportunity to capitalize on price fluctuations, partially offset by lower unrealized losses.
Consolidated operation and
maintenance expense for the second quarter of fiscal 2008 was $120.1 million, compared with $111.9 million for the second quarter last year. Excluding the provision for doubtful accounts, operation and maintenance expense for the current quarter
increased $10.5 million, compared with the prior-year quarter. The increase primarily was due to higher pipeline maintenance, odorization, fuel and other administrative costs. The prior-year quarter expense was abnormally low due to $4.3 million of
previously incurred operation and maintenance expenses related to Hurricane Katrina recovery efforts being reversed and deferred due to a Louisiana Public Service Commissions decision to permit the recovery of these expenses from customers.
The provision for doubtful accounts decreased $2.3 million to $1.8 million for the three months ended March 31, 2008, compared with $4.1 million for
the same period last year, as a result of increased collection efforts.
2
Results for the Six Months Ended March 31, 2008
Natural gas distribution gross profit increased $21.9 million to $630.7 million for the six months ended March 31, 2008, compared with $608.8 million in the
prior-year period, before intersegment eliminations. This increase primarily reflects a net $22.8 million increase in rates in the companys Mid-Tex, Louisiana, Tennessee, Missouri and Kentucky service areas.
Regulated transmission and storage gross profit increased $10.6 million to $96.5 million for the six months ended March 31, 2008, compared with $85.9 million for
the same period last year, before intersegment eliminations. This increase reflects higher revenues resulting from the companys 2006 GRIP filing, a 19 percent increase in consolidated throughput, primarily associated with increased production
in the Barnett Shale and Carthage regions in Texas and higher per-unit margins earned due to greater demand.
Natural gas marketing gross profit decreased
$23.9 million to $62.3 million for the fiscal 2008 six-month period, compared with $86.2 million for the prior-year period, before intersegment eliminations. This decrease primarily reflects a $44.7 million decrease in AEMs storage and trading
activities, primarily attributable to smaller gains earned from the settlement of financial positions combined with increased storage fees charged by third parties. Delivered gas margins increased $10.0 million as a result of a 21 percent increase
in consolidated sales volumes combined with capturing favorable gains due to the location of gas sold. Additionally, unrealized losses decreased $10.8 million period over period, principally due to a narrowing of the spreads between the current cash
prices and forward natural gas prices.
Pipeline, storage and other gross profit decreased $9.3 million to $15.7 million for the six months ended
March 31, 2008, compared with $25.0 million for the six months ended March 31, 2007, before intersegment eliminations. The decrease primarily was due to lower realized margins from storage and asset optimization activities in a less
volatile natural gas market, which creates less opportunity to capitalize on price fluctuations along with lower unrealized margins.
Consolidated
operation and maintenance expense for the six months ended March 31, 2008, was $241.2 million, compared with $227.2 million for the prior-year period. Excluding the provision for doubtful accounts, operation and maintenance expense for the
current six months was $234.8 million, compared with $216.4 million for the prior-year period. The $18.4 million increase was mainly due to higher pipeline maintenance, odorization, fuel and other administrative costs. Additionally, the increase
reflects the aforementioned absence in the current period of the hurricane expense recovery reflected in the prior-year period.
The provision for doubtful
accounts was $6.4 million for the six months ended March 31, 2008, compared with $10.8 million for the same period last year. The $4.4 million decrease reflects the effect of increased customer collection efforts.
Interest charges for the six months ended March 31, 2008, were $70.3 million, compared with $74.8 million for the six months ended March 31, 2007. The $4.5
million period-over-period decrease primarily was due to lower average short-term debt balances experienced in the current period.
The capitalization
ratio at March 31, 2008, was 50.0 percent, compared with 53.7 percent at September 30, 2007, and 51.9 percent at March 31, 2007. No short-term debt was outstanding as of March 31, 2008 and March 31, 2007, while short-term
debt was $150.6 million at September 30, 2007.
3
For the six months ended March 31, 2008, operating activities provided cash of $479.2 million, compared with $511.9
million for the six months ended March 31, 2007. Period over period, the decrease in operating cash flow primarily reflects an increase in cash required to collateralize risk management accounts as of March 31, 2008, coupled with net
unfavorable changes in various working capital items.
Capital expenditures increased to $198.7 million for the six months ended March 31, 2008,
compared with $172.8 million for the same period last year. The $25.9 million increase principally reflects spending in the Mid-Tex Division for the replacement of mains and for the companys new automated metering initiative in its natural gas
distribution business.
Outlook
The
leadership of Atmos Energy remains focused on enhancing shareholder value by delivering consistent earnings growth. Atmos Energy continues to project fiscal 2008 earnings to be in the range of $1.95 to $2.05 per diluted share, excluding any material
mark-to-market impact, with capital expenditures expected to range from $450 million to $465 million. Major assumptions underlying the earnings projection include a reduced contribution from the natural gas marketing segment due to less volatility
in natural gas prices, continued successful execution of the rate strategy in the natural gas distribution segment, an average annual short-term interest rate of 6.5 percent and no material acquisitions. However, the mark-to-market impact on the
nonregulated marketing companys physical storage inventory at September 30, 2008, and changes in events or other circumstances that the company cannot currently anticipate or predict could result in earnings for fiscal 2008 that are
significantly above or below this outlook.
Conference Call to be Webcast May 2, 2008
Atmos Energy will host a conference call with financial analysts to discuss the financial results for the fiscal 2008 second quarter and first six months on Friday,
May 2, 2008, at 10 a.m. EDT. The telephone number is 800-240-4186. The conference call will be webcast live on the Atmos Energy Web site at
www.atmosenergy.com
. 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; Kim Cocklin, senior vice president, regulated
operations; Mark Johnson, senior vice president, nonregulated operations; Fred Meisenheimer, vice president and controller; Laurie Sherwood, vice president, corporate development and treasurer; and Susan Giles, vice president, investor relations.
Highlights and Recent Developments
Mid-Tex Division Rate Case Update
On February 13, 2008, Atmos Energy announced that it had entered into a settlement agreement with
the Atmos Texas Municipalities (ATM), representing 49 cities located in the division. The terms of this agreement were subsequently adopted by the cities comprising the Atmos Cities Steering Committee (ACSC), which had reached an earlier settlement
with the company in January 2008. All remaining cities in the division, other than the City of Dallas, have agreed to the terms of the settlement reached with ATM. In late March 2008, hearings were conducted at the Railroad Commission of Texas (RRC)
on the rate case with the City of Dallas. The RRC subsequently ordered mediation, which was scheduled for today, in an attempt to reach a settlement with the City of Dallas. Meanwhile, a proposal for decision from the RRC is expected in May 2008,
with a final order expected in June 2008.
4
Effective April 1, 2008, the Mid-Tex Division implemented new rates for the cities that had agreed to the
settlement, which is equivalent to an approximate $10 million increase in rates on a systemwide basis. Additionally, on April 14, 2008, the Mid-Tex Division filed its first rate adjustment of $33.5 million under the rate review mechanism
contained in the ATM settlement agreement. Pending the settling cities review and approval, the rate adjustment will be reflected in rates effective October 1, 2008.
Park City Gathering Project
During the fiscal 2008 second quarter, Atmos Pipeline and Storage, LLC completed
construction on a 23-mile low-pressure natural gas gathering system northeast of Bowling Green, Kentucky. Final testing is under way with operational startup expected in early May 2008.
AEM $580 Million Uncommitted Demand Credit Facility Renewal
In March 2008, Atmos Energy Marketing, LLC, renewed its
$580 million uncommitted demand credit facility to extend the term of the facility for an additional 12 months to March 31, 2009, on substantially similar terms.
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
companys 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 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 Annual Report on Form 10-K for the fiscal year ended September 30, 2007, and in the companys Quarterly Report
on Form 10-Q for the three months ended December 31, 2007. 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 natural gas distribution customers in more than 1,600 communities in 12 states from the Blue Ridge Mountains in the East to the Rocky Mountains in the West. Atmos Energy also provides
natural gas marketing and procurement services to industrial, commercial and municipal customers primarily in the Midwest and Southeast and manages company-owned natural gas pipeline and storage assets, including one of the largest intrastate
natural gas pipeline systems in Texas. Atmos Energy is a Fortune 500 company. For more information, visit
www.atmosenergy.com
.
5
Atmos Energy Corporation
Financial Highlights
(Unaudited)
Statements of Income
Gross Profit:
Natural gas distribution segment
Regulated transmission and storage segment
Natural gas marketing segment
Pipeline, storage and other segment
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
Summary Net Income by Segment (000s)
Natural gas distribution
Regulated transmission and storage
Natural gas marketing
Pipeline, storage and other
Consolidated net income
6
Atmos Energy Corporation
Financial Highlights, continued
(Unaudited)
Statements of Income
Gross Profit:
Natural gas distribution segment
Regulated transmission and storage segment
Natural gas marketing segment
Pipeline, storage and other segment
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
Summary Net Income by Segment (000s)
Natural gas distribution
Regulated transmission and storage
Natural gas marketing
Pipeline, storage and other
Consolidated net income
7
Atmos Energy Corporation
Financial Highlights, continued
(Unaudited)
Condensed Balance Sheets
Net property, plant and equipment
Cash and cash equivalents
Cash held on deposit in margin account
Accounts receivable, net
Gas stored underground
Other current assets
Total current assets
Goodwill and intangible assets
Deferred charges and other assets
Shareholders equity
Long-term debt
Total capitalization
Accounts payable and accrued liabilities
Other current liabilities
Short-term debt
Current maturities of long-term debt
Total current liabilities
Deferred income taxes
Exhibit
Number
Description
99.1
News Release dated May 1, 2008 (furnished under Item 2.02)
Exhibit 99.1
Three Months Ended
March 31
Percentage
Change
(000s except per share)
2008
2007
$
357,524
$
346,246
3%
51,440
46,068
2%
16,332
23,053
(29)%
9,684
13,848
(30)%
(586
)
(529
)
(11)%
434,394
428,686
1%
120,053
111,862
7%
48,790
51,066
(4)%
54,408
56,746
(4)%
223,251
219,674
2%
211,143
209,012
1%
1,467
1,838
(20)%
33,516
35,262
(5)%
179,094
175,588
2%
67,560
69,083
(2)%
$
111,534
$
106,505
5%
$
1.25
$
1.21
$
1.24
$
1.20
$
.325
$
.320
89,314
88,078
89,990
88,735
Three Months Ended
March 31
Percentage
Change
2008
2007
$
85,656
$
76,320
12%
15,224
13,273
15%
5,279
11,031
(52)%
5,375
5,881
(9)%
$
111,534
$
106,505
5%
Six Months Ended
March 31
Percentage
Change
(000s except per share)
2008
2007
$
630,724
$
608,814
4%
96,486
85,940
12%
62,295
86,187
(28)%
15,682
24,956
(37)%
(1,155
)
(1,619
)
29%
804,032
804,278
%
241,242
227,232
6%
97,303
100,061
(3)%
95,835
96,813
(1)%
434,380
424,106
2%
369,652
380,172
(3)%
1,374
3,417
(60)%
70,333
74,794
(6)%
300,693
308,795
(3)%
115,356
121,029
(5)%
$
185,337
$
187,766
(1)%
$
2.08
$
2.20
$
2.06
$
2.18
$
.65
$
.64
89,133
85,404
89,817
86,061
Six Months Ended
March 31
Percentage
Change
2008
2007
$
125,820
$
108,154
16%
25,071
22,924
9%
25,879
45,978
(44)%
8,567
10,710
(20)%
$
185,337
$
187,766
(1)%
March 31,
2008
September 30,
2007
(000s)
$
3,948,866
$
3,836,836
139,636
60,725
29,591
805,940
380,133
421,980
515,128
95,567
112,909
1,492,714
1,068,895
737,380
737,692
242,034
253,494
$
6,420,994
$
5,896,917
$
2,125,993
$
1,965,754
2,119,696
2,126,315
4,245,689
4,092,069
809,140
355,255
408,575
409,993
150,599
8,453
3,831
1,226,168
919,678