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 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 Monday, August 8, 2005, Atmos Energy Corporation (the
Company) announced in a news release its financial results for the third quarter of fiscal 2005, and that certain of its officers will discuss such financial results in a conference call on Tuesday, August 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.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 News Release issued by Atmos Energy Corporation dated August 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.
/s/ LOUIS P. GREGORY
EXHIBIT INDEX
Description
ATMOS ENERGY CORPORATION
(Registrant)
DATE: August 8, 2005
By:
Louis P. Gregory
Senior Vice President and General Counsel
Exhibit
Number
99.1
News Release dated August 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 Third Quarter and Nine Months; Sharpens 2005 Guidance
DALLAS (August 8, 2005)Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its fiscal third quarter and nine months ended June 30, 2005.
| | For the fiscal 2005 third quarter, net income was $4.5 million, or $0.06 per diluted share, compared with net income of $4.8 million, or $0.09 per diluted share in the prior year quarter. |
| | For the nine months ended June 30, 2005, net income was $152.6 million, or $1.94 per diluted share, compared with net income of $92.6 million, or $1.78 per diluted share for the nine months ended June 30, 2004. |
| | Results for the three and nine month periods ended June 30, 2004, included a nonrecurring after-tax gain of $1.1 million, or $0.02 per diluted share for the three months and $4.2 million, or $0.08 per diluted share for the nine months; the gain was associated with the sale of an office building and the sale of the companys remaining indirect interest in Heritage Propane Partners, L.P. (Heritage). |
| | Results from the TXU Gas Company (TXU Gas) acquisition for the nine months ended June 30, 2005, have been accretive to consolidated earnings by $0.14 per diluted share. |
| | As a result of these strong year-to-date results, Atmos Energy now expects to achieve earnings at the middle of the previously announced range of $1.65 to $1.75 per diluted share for fiscal 2005. |
Because of the seasonal nature of the
companys utility operations, the third quarter of the fiscal year is typically a breakeven or loss quarter. However, by controlling expenses across the enterprise during the quarter, coupled with realizing expense reductions earlier than
planned from the TXU Gas acquisition and strong results in our nonutility businesses, we were able to offset the negative effect during this past heating season on our earnings from the unseasonably warm weather in jurisdictions without
weather-normalized rates, said Robert W. Best, chairman, president and chief executive officer of Atmos Energy Corporation.
Net income for the nine months ended June 30, 2005, was adversely affected by approximately $20.3 million, or $0.26 per diluted share, due to weather that was 11 percent warmer than normal, as adjusted for jurisdictions with weather-normalized rates. However, by accelerating into fiscal 2005 $20.0 million pretax of operational synergies from the TXU Gas acquisition that were originally anticipated in fiscal 2006, Atmos Energy substantially overcame these negative effects of weather on fiscal 2005 results. The realization of these operational synergies improved net income by $0.16 per diluted share in the current nine month period.
Earnings in fiscal 2005 include the results of operations of the acquired natural gas utility distribution and pipeline operations of 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 $2.1 million in net income for the three months ended June 30, 2005, and $55.7 million in net income for the nine months ended June 30, 2005.
Earnings per diluted share for the three and nine month periods ended June 30, 2005, reflect dilution associated with a 27.5 million share increase, quarter over quarter, and a 26.3 million share increase, year over year, in the companys weighted average number of diluted shares outstanding. The increases in shares were primarily due to equity offerings in July and October 2004, resulting in a total issuance of 26.0 million new shares to finance a portion of the TXU Gas acquisition.
Results for the 2005 Third Quarter Ended June 30, 2005
Consolidated gross profit for the three months ended June 30, 2005, was $224.3 million, compared with $107.5 million for the three months ended June 30, 2004. The increase in consolidated gross profit primarily reflects the positive effects of the TXU Gas acquisition.
Utility gross profit increased to $175.2 million in the current quarter, compared with $93.2 million in the same period last year, before intersegment eliminations. Consolidated utility throughput increased to 72.7 billion cubic feet (Bcf) for the three months ended June 30, 2005, compared with 42.6 Bcf for the prior year quarter. The increases in utility gross profit and throughput primarily reflect the contribution of $79.4 million in gross profit and 28.6 Bcf in throughput from the Mid-Tex Division. Excluding the new Mid-Tex Division, gross profit margin increased $2.6 million, primarily due to weather that was 6 percent colder than the same period last year for the companys historical utility operations, partially offset by lower irrigation margin in its West Texas and Colorado-Kansas divisions.
Natural gas marketing gross profit was $10.4 million for the three months ended June 30, 2005, compared with $11.6 million in the same quarter last year, before intersegment eliminations. The slight decrease in natural gas marketing gross profit was primarily attributable to increased storage fees associated with the incremental storage contracted in the current quarter and less favorable arbitrage spreads, partially offset by improved profitability resulting from successfully executed marketing efforts to customers in new market areas. Consolidated natural gas marketing sales volumes were 52.7 Bcf during the three months ended June 30, 2005, compared with 47.6 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 were previously included in the companys other nonutility segment. Pipeline and storage gross profit was $38.3 million for the three months ended June 30, 2005, compared with $2.2 million for the three months ended June 30, 2004. The increase was primarily due to 97.6 Bcf of incremental pipeline transportation volumes from the new Atmos PipelineTexas Division.
Consolidated operation and maintenance expense for the three months ended June 30, 2005, was $94.5 million, compared with $50.5 million for the three months ended June 30, 2004. Excluding the provision for doubtful accounts and a $41.2 million increase attributable to the new Mid-Tex and Atmos PipelineTexas Divisions, operation and maintenance expense for the three months ended June 30, 2005, decreased $3.5 million compared with the same quarter in 2004, primarily due to the effects of cost-control efforts in the utility segment. Atmos Energy continued to experience strong collection efforts during the third quarter of 2005. In the utility segment, the average cost of natural gas for the three months ended June 30, 2005, was $7.43 per thousand cubic feet (Mcf), compared with $6.49 per Mcf for the three months ended June 30, 2004.
Depreciation and amortization expense for the quarter ended June 30, 2005, was $43.4 million, compared with $23.3 million in the prior year period. The $20.1 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 June 30, 2005, were $46.9 million, compared with $12.3 million for the prior year period. The $34.6 million increase was primarily attributable to additional franchise, payroll and property taxes associated with the new Mid-Tex and Atmos PipelineTexas Divisions and higher franchise taxes due to higher revenues. Increases in franchise taxes have no permanent effect on net income because these amounts are revenue based and are ultimately recovered through customer billings.
Interest charges for the three months ended June 30, 2005, were $33.7 million, compared with $16.0 million for the three months ended June 30, 2004. The $17.7 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 finance a portion of the TXU Gas acquisition.
Miscellaneous income for the three months ended June 30, 2005, was $1.5 million, compared with $2.2 million for the three months ended June 30, 2004. The $0.7 million decrease was primarily due to the absence in the current quarter of a $1.0 million pretax gain associated with the sale of the companys remaining indirect interest in Heritage and a $0.8 million pretax gain on the sale of an office building during the third quarter of fiscal 2004, partially offset by increased interest income earned on higher cash balances during the third quarter of 2005 compared with the prior year quarter.
Results for the Nine Months Ended June 30, 2005
Consolidated gross profit for the nine months ended June 30, 2005, was $927.4 million, compared with $472.7 million for the nine months ended June 30, 2004. 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 $755.6 million for the nine months ended June 30, 2005, compared with $421.0 million in the same period last year, before intersegment eliminations. Consolidated utility throughput increased to 351.7 Bcf for the nine months ended June 30, 2005, compared with 208.6 Bcf for the prior year period. The increases in utility gross profit and throughput primarily reflect the contribution of $324.5 million in gross profit and 150.7 Bcf in throughput from the Mid-Tex Division. Additionally, gross profit increased $10.1 million primarily due to rate increases in the West Texas and Mississippi jurisdictions that were not in effect during the same period last year, coupled with the recognition of a $1.9 million refund to customers in the Colorado service area in the prior year period. For the nine months ended June 30, 2005, weather was 11 percent warmer than normal, as adjusted for jurisdictions with weather-normalized operations. In the Louisiana and Mid-Tex Divisions where the company does not have weather-normalized rates, weather was 22 percent and 20 percent warmer than normal, respectively. Atmos Energy is pursuing alternatives to reduce the impact of weather on earnings in these two jurisdictions.
Natural gas marketing gross profit was $48.4 million for the nine months ended June 30, 2005, compared with $41.0 million in the same period last year, before intersegment eliminations. The increase in natural gas marketing gross profit was primarily attributable to improved profitability from successfully executed marketing efforts on higher-margin customers and customers in new market areas, partially offset by weather that was warmer than normal across the market areas and an unfavorable mark-to-market effect on increased physical volumes in storage. At June 30, 2005, physical volumes in storage were 14.7 Bcf, compared to 4.9 Bcf in the prior year period. Consolidated natural gas marketing sales volumes were 179.7 Bcf during the nine months ended June 30, 2005, compared with 173.7 Bcf in the prior year period.
Pipeline and storage gross profit was $121.9 million for the nine months ended June 30, 2005, compared with $9.1 million for the nine months ended June 30, 2004. The increase was primarily due to 254.5 Bcf of incremental pipeline transportation volumes from the operations of the Atmos PipelineTexas Division, coupled with higher transportation and related service margins due to significant basis differentials at the three major Texas gas hubs.
Consolidated operation and maintenance expense for the nine months ended June 30, 2005, was $313.8 million compared with $166.5 million for the nine months ended June 30, 2004. Excluding the provision for doubtful accounts and a $141.2 million increase attributable to the new Mid-Tex and Atmos PipelineTexas Divisions, operation and maintenance expense for the nine months ended June 30, 2005, decreased $2.8 million compared with the same period in 2004. The provision for doubtful accounts increased from $5.6 million in the prior year period to $14.5 million for the nine months ended June 30, 2005. The $8.9 million increase in the provision for doubtful accounts was primarily attributable to the new Mid-Tex Division operations partially offset by exceptional customer accounts receivable collection efforts. In the utility segment, the average cost of natural gas for the nine months ended June 30, 2005, was $7.20 per Mcf, compared with $6.56 per Mcf for the nine months ended June 30, 2004.
Depreciation and amortization expense for the nine months ended June 30, 2005, was $132.8 million, compared with $69.9 million in the prior year period. The $62.9 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 nine months ended June 30, 2005, were $140.5 million, compared with $45.9 million for the prior year period. The $94.6 million increase was primarily attributable to additional franchise, payroll and property taxes associated with the new Mid-Tex and Atmos PipelineTexas Divisions and higher franchise taxes due to higher revenues.
Interest charges for the nine months ended June 30, 2005, were $99.3 million, compared with $49.5 million for the nine months ended June 30, 2004. The $49.8 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, which was used to finance a portion of the TXU Gas acquisition.
Miscellaneous income for the nine months ended June 30, 2005, was $2.9 million, compared with miscellaneous income of $7.9 million for the nine months ended June 30, 2004. The $5.0 million decrease was primarily due to the absence in the current year period of a $5.9 million pretax gain associated with the sale of the companys indirect interest in Heritage in fiscal 2004 and a $0.8 million pretax gain on the sale of an office building in fiscal 2004, partially offset by a $2.0 million increase in interest income earned on higher cash balances during fiscal 2005 compared with fiscal 2004.
For the nine months ended June 30, 2005, operating activities provided cash of $387.4 million, compared with $359.3 million for the nine months ended June 30, 2004. The period over period increase was primarily due to increased net income and more effective management of working capital, partially offset by lower than expected utility sales volumes due to the effects of warmer weather. In addition, cash flow was negatively affected by higher volumes of natural gas held in inventory at a 10 percent higher average cost, as compared with the prior year period, seasonally unfavorable purchased gas cost recoveries and an increase in margin deposits due to net unfavorable movements in the market indices used to value the natural gas marketing segment risk management assets and liabilities.
Capital expenditures increased to $226.9 million for the nine months ended June 30, 2005, from $129.5 million for the nine months ended June 30, 2004, primarily reflecting spending for the new Mid-Tex Division of $77.8 million and for the Atmos PipelineTexas Division of $16.3 million. Capital expenditures for fiscal 2005 are expected to be between $335 million and $345 million.
Conference Call to be Webcast August 9
Atmos Energy Corporation will host a conference call with financial analysts to discuss the financial results for the third quarter and first nine months of fiscal 2005 on Tuesday, August 9, 2005, at 7 a.m. CDT. 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, 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 and corporate communications.
Highlights and Recent Developments
Debt Reduction
On July 6, 2005, Atmos Energy announced that it had elected to utilize excess cash to facilitate the early redemption, effective June 30, 2005, of five series of its First Mortgage Bonds, due from 2007 to 2022, reducing the aggregate principal amount of its outstanding debt by approximately $72.5 million. The make-whole premium paid to extinguish these bonds was approximately $25.0 million. Additionally, accrued interest of approximately $1.0 million was also paid. Atmos Energys total savings for interest payments resulting from the debt redemptions are expected to be approximately $1.3 million pretax, or $0.01 per diluted share for fiscal 2005 and about $5.1 million pretax, or $0.04 per diluted share, for fiscal 2006.
Pipeline Projects
On May 17, 2005, Atmos Energy announced it had entered into an agreement with Enbridge Energy Partners, L.P., to transport up to 100,000 million Btu per day of natural gas through its Texas intrastate pipeline system for Enbridge beginning in April 2006. Atmos Energy said the natural gas would flow from gas producers in the Fort Worth Basin through its 36-inch X line to an interconnection with Enbridges new Bethel-to-Carthage line. To handle the increased volumes for this project and other planned projects, Atmos Energy will install near Howard, Texas, compression equipment and other pipeline infrastructure, costing approximately $20 million. These system improvements will benefit utility customers of Atmos Energy by increasing the reliability and capacity of the companys pipeline system, as well as Texas gas producers and shippers by transporting Fort Worth Basin natural gas in the Texas intrastate wholesale gas market.
In conjunction with the compression upgrade at Howard, Atmos Energy executed an agreement with a third-party shipper on July 14, 2005, to transport an additional 50,000 million Btu per day of natural gas through its Texas intrastate pipeline system.
Both of these projects are expected to come on line beginning in fiscal 2006.
Georgia Rate Filing
On May 20, 2005, Atmos Energy announced that it had requested its first gas rate increase in Georgia in more than nine years because of increased operating costs and investments to maintain service reliability and safety for its customers. The company asked the Georgia Public Service Commission to increase its revenues by approximately $4.0 million, or 5 percent. Hearings are scheduled in Atlanta in October 2005, and new rates are expected to be implemented in November 2005. Atmos Energy serves approximately 68,000 residential, commercial and industrial natural gas customers in Georgia.
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, and the Companys Form 10-Q for the three and six month periods ended March 31, 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.
Atmos Energy Corporation, headquartered in Dallas, is the countrys largest natural gas-only distributor, serving about 3.2 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 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 .
Atmos Energy Corporation
Financial Highlights
(Unaudited)
Statements of Income
Nine Months Ended
June 30
Operating revenues:
Utility segment
Natural gas marketing segment
Pipeline and storage segment
Other nonutility segment
Intersegment eliminations
Purchased gas cost:
Utility segment
Natural gas marketing segment
Pipeline and storage segment
Other nonutility 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 income per share
Diluted income per share
Cash dividends per share
Weighted average shares outstanding:
Basic
Diluted
Nine Months Ended
June 30
Summary Net Income (Loss) by Segment (000s)
Utility
Natural gas marketing
Pipeline and storage
(1)
Other nonutility
Consolidated net income
Atmos Energy Corporation
Financial Highlights, continued
(Unaudited)
Condensed Balance Sheets
(000s)
September 30,
2004
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
Three Months Ended
June 30
(000s except per share)
2005
2004
2005
2004
$
501,735
$
256,252
$
2,650,793
$
1,425,022
466,835
364,339
1,473,527
1,255,386
36,524
5,357
130,798
18,243
1,421
853
4,058
2,249
(96,563
)
(80,743
)
(290,477
)
(273,741
)
909,952
546,058
3,968,699
2,427,159
326,502
163,093
1,895,181
1,003,977
456,440
352,708
1,425,128
1,214,395
(1,733
)
3,150
8,895
9,158
(95,606
)
(80,385
)
(287,889
)
(273,042
)
685,603
438,566
3,041,315
1,954,488
224,349
107,492
927,384
472,671
94,518
50,467
313,753
166,476
43,448
23,268
132,771
69,879
46,915
12,297
140,537
45,901
184,881
86,032
587,061
282,256
39,468
21,460
340,323
190,415
1,524
2,187
2,867
7,850
33,689
16,011
99,304
49,506
7,303
7,636
243,886
148,759
2,817
2,871
91,299
56,148
$
4,486
$
4,765
$
152,587
$
92,611
$
0.06
$
0.09
$
1.96
$
1.79
$
0.06
$
0.09
$
1.94
$
1.78
$
.310
$
.305
$
.930
$
.915
79,683
52,220
78,009
51,788
80,144
52,617
78,478
52,166
Three Months Ended
June 30
2005
2004
2005
2004
$
(6,668
)
$
(548
)
$
104,006
$
71,121
2,360
3,950
19,413
14,908
8,842
542
28,564
2,644
(48
)
821
604
3,938
$
4,486
$
4,765
$
152,587
$
92,611
(1)
Effective October 1, 2004, Atmos Energy created the pipeline and storage segment, which reflects the regulated pipeline and storage operations of the Atmos Pipeline Texas
Division and the nonregulated pipeline and storage operations of Atmos Pipeline and Storage, LLC, 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.
June 30,
2005
$
3,304,811
$
1,722,521
23,637
201,932
22,660
299,954
211,810
334,245
200,134
75,958
63,236
756,454
677,112
709,980
238,272
286,699
231,978