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
November 11, 2003
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 or Organization) |
(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)
Item 7. Financial Statements and Exhibits.
| (c) | Exhibits |
| 99.1 | News Release dated November 11, 2003, furnished with this report pursuant to Item 12. |
Item 12. Results of Operations and Financial Condition.
On November 11, 2003, Atmos Energy Corporation (the Company) announced in a news release its financial results for the fiscal 2003 fourth quarter and fiscal year ended September 30, 2003, and that its officers will discuss such financial results on November 12, 2003 at 7:00 a.m. Central Time. In the release, the Company also announced that the presentation would be webcast live and that slides for the broadcast would also be available on its website. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety into this Item 12.
The information furnished in this Item 12 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.
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) | ||
| By: | /s/ LOUIS P. GREGORY | |
| Louis P. Gregory Senior Vice President and General Counsel | ||
DATE: November 11, 2003
EXHIBIT INDEX
| Exhibit Number |
Description |
|||
| 99.1 |
News Release dated November 11, 2003 | |||
|
[ATMOS ENERGY LOGO] |
EXHIBIT 99.1 |
News Release
Analyst and Media Contact:
Susan Kappes
(972) 855-3729
Atmos Energy Corporation Reports Strong Results
For 2003 Fiscal Year and Fourth Quarter
DALLAS (November 11, 2003)Atmos Energy Corporation (NYSE: ATO) today reported net income of $71.7 million, or $1.54 per diluted share, for the fiscal year ended September 30, 2003, compared with net income of $59.7 million, or $1.45 per diluted share, for fiscal 2002. Weighted average diluted shares were 46.5 million for the year ended September 30, 2003, an increase of 5.2 million shares, or approximately 13 percent, from September 30, 2002. Results for fiscal 2003 represent a 20 percent increase in net income and a 6 percent increase in year-over-year diluted earnings per share.
For the fourth quarter of fiscal 2003, Atmos Energy reported an expected net loss of $2.4 million, or $0.05 per diluted share, compared with a net loss in the fourth quarter of fiscal 2002 of $5.6 million, or $0.14 per diluted share. Atmos Energy traditionally reports a loss in the fourth quarter because customers natural gas usage is lowest in the summer months.
Atmos Energy overcame many challenges in fiscal 2003, including high and volatile gas prices, a steep rise in customer receivables and increased employee benefits costs, said Robert W. Best, chairman, president and chief executive officer of Atmos Energy Corporation. We are very pleased with the continued performance of our utility operations and the improvements in our nonutility operations.
Best reaffirmed Atmos Energys earnings guidance for fiscal 2004. He said earnings are projected to range from $1.55 to $1.60 per diluted share for the year, assuming normal weather conditions and gas commodity prices that are less volatile than those experienced during the past winter.
We are now targeting between 3 percent and 5 percent growth, on average, as a result of a strategic decision to reduce the risk profile of our nonutility gas marketing segment and the dilution resulting from our June 2003 common stock offering, he said.
Results for the Year Ended September 30, 2003
Consolidated gross profit for the fiscal year ended September 30, 2003, was $535.0 million, compared with $431.1 million for the prior year. Total utility gas throughput for the year ended September 30, 2003, was 248.0 billion cubic feet (Bcf), compared with 208.5 Bcf for the prior year. The increases in gross profit and utility throughput were primarily attributable to the additional volumes resulting from the acquisition of Mississippi Valley Gas Company (MVG) in December 2002 and to weather that was 3 percent colder than last year as adjusted for jurisdictions with weather-normalized operations. Total natural gas marketing sales volumes were 226.0 Bcf, compared with 204.0 Bcf for the prior year.
As reported in the second quarter of 2003, net income for the 2003 fiscal year includes a cumulative noncash after-tax charge of $7.8 million for an accounting change. On October 25, 2002, the Emerging Issues Task Force rescinded Issue No. 98-10 Accounting for Energy Trading and Risk Management Activities. As a result, Atmos Energy no longer uses mark-to-market accounting for inventory, storage, transportation and index-priced physical forward contracts. As performance under these contracts is completed, the applicable income is recognized. Beginning January 1, 2003, Atmos Energys index-priced physical forward contracts are considered normal purchases and sales under SFAS No. 133. Atmos Energy also now presents its nonutility gas marketing segments forward physical contracts on a gross basisin other words, as components of revenues and purchased gas costrather than on a net basis in gas trading margin. All prior-year periods have been reclassified to conform to this new presentation.
Atmos Energys net income from nonutility operations, which operate under Atmos Energy Holdings, Inc, was $9.6 million for the year ended September 30, 2003, compared with net income of $16.7 million for fiscal 2002. Nonutility operations contributed 13 percent of consolidated net income for the current year, as compared with 28 percent for the prior year.
Nonutility net income was lower in fiscal 2003 primarily due to high gas prices and volatility, contract price risk and an inability to withdraw sufficient volumes from storage to match the unwinding of associated financial hedges. During the third and fourth quarters of fiscal 2003, Atmos Energy took steps to mitigate any future negative effect of these previous events. The company entered into a leasing arrangement for 1 Bcf of additional salt-dome storage as of November 2003 and it renegotiated contracts, where possible, to transfer the risk of volatile gas prices to the customer and to provide higher gas marketing margins to the nonutility.
Operation and maintenance expense for the year ended September 30, 2003, was $205.1 million, compared with $158.1 million in fiscal 2002. Excluding the provision for doubtful accounts and a $36.0 million increase attributable to the acquired MVG assets, operation and maintenance expense for fiscal 2003 decreased $2.2 million, compared to fiscal 2002. The provision for doubtful accounts increased $13.3 million in fiscal 2003 generally due to higher revenues in 2003. In the utility segment, the average cost of natural gas for 2003 was $5.76 per thousand cubic feet (Mcf), compared with $3.81 per Mcf for 2002.
Taxes, other than income taxes, for the year ended September 30, 2003, were $55.0 million, compared with $36.2 million for the prior year. The increase primarily was attributable to additional franchise, payroll and property taxes associated with the acquired MVG assets and higher franchise taxes due to higher revenues. Increases in franchise taxes have no effect on net income because these amounts are revenue-based and are recovered through customer billings.
Miscellaneous income for the year ended September 30, 2003, was $2.2 million, compared with miscellaneous expense of $1.3 million for fiscal 2002. The $3.5 million positive change primarily was attributable to a $3.9 million gain recognized in 2003 associated with a sales-type lease of a distributed electric generation plant and to an increase in year-over-year earnings of $1.0 million from an indirect equity interest in Heritage Propane Partners, L.P., partially offset by a $0.6 million charge associated with the cancellation of a weather insurance policy in 2003 and a $0.5 million charge associated with the write-down of obsolete compressor inventory.
Interest charges increased $4.5 million during fiscal 2003, compared with fiscal 2002. The increase was primarily due to interest expense associated with Atmos Energys $250 million debt offering in January 2003 used to partially finance the MVG acquisition.
For the year ended September 30, 2003, operating activities provided cash of $49.5 million, compared with providing cash of $297.4 million in 2002. The year-over-year decrease was primarily due to increased accounts receivable balances in the current year as a result of higher gas prices and the additional sales generated by the MVG acquisition, higher costs associated with gas in storage and the effect of the companys cash contribution in June 2003 to its pension fund.
Results for the 2003 Fourth Quarter Ended September 30, 2003
Consolidated gross profit for the 2003 fourth quarter was $99.8 million, compared with $69.0 million for the same period last year. Total utility gas throughput for the fourth quarter was 36.2 Bcf, compared with 32.2 Bcf for the same period a year ago. The increase in utility throughput resulted primarily from additional volumes associated with the acquired assets of MVG, partially offset by slightly lower transportation volumes. Weather, as adjusted for jurisdictions with weather-normalized operations, was 13 percent colder than normal during the fourth quarter of 2003, compared with weather that was 47 percent warmer than normal in the same period last year. Total natural gas marketing sales volumes for the fourth quarter were 44.9 Bcf, compared with 51.4 Bcf for the prior-year period.
Net income from nonutility operations was $5.9 million for the fourth quarter of 2003, compared with net income of $3.0 million for the same period last year. Nonutility income was higher in the current quarter primarily due to increased marketing margins.
Operation and maintenance expense for the fourth quarter of 2003 was $53.8 million, compared with $35.5 million in 2002. Excluding the provision for doubtful accounts and the $9.9 million increase attributable to the acquired MVG assets, operation and maintenance expense for the fourth quarter of 2003 increased $0.2 million from the same period last year. The provision for doubtful accounts increased $8.2 million compared with the prior-year quarter generally due to higher revenues. In the utility segment, the average cost of natural gas for the 2003 fourth quarter was $5.60 per Mcf, compared with $4.23 per Mcf for the 2002 quarter.
Depreciation and amortization expense for the 2003 fourth quarter was $21.7 million, compared with $20.6 million for the same quarter a year ago. The $1.1 million increase in the 2003 fourth quarter primarily is a result of the acquired MVG assets.
Taxes, other than income taxes, for the fourth quarter of 2003 were $11.0 million, compared with $6.6 million for the fourth quarter of 2002. The increase was primarily attributable to additional franchise, payroll and property taxes associated with the acquired MVG assets and to higher franchise taxes due to higher revenues. Increases in franchise taxes have no effect on net income because these amounts are revenue-based and are recovered through customer billings.
Miscellaneous expense for the 2003 fourth quarter was $1.1 million, compared with miscellaneous expense of $0.4 million for the same period in 2002. The $0.7 million increase was primarily attributable to a $0.5 million charge associated with the write-down of obsolete compressor inventory.
Interest charges increased $1.1 million during the 2003 fourth quarter, compared with the same period last year. The increase was primarily due to interest expense associated with Atmos Energys $250 million debt offering in January 2003 used to partially finance the purchase of the MVG assets.
Highlights and Recent Developments
City of Amarillo approves new Atmos Energy rates
On August 28, 2003, the company announced that the City of Amarillo, Texas, had approved an overall rate increase of $2.8 million in the annual revenues of Atmos Energys natural gas utility operations within the city. As part of its decision, the city also granted a weather-normalization adjustment rider for residential, commercial and public-authority customers in Amarillo.
Rate increase sought in 66 West Texas cities
On September 12, 2003, Atmos Energy filed with 66 cities in West Texas for an overall increase of $7.7 million in the annual revenues of its natural gas utility operations. As a part of the filing, a weather-normalization adjustment rider was proposed for residential, commercial and public-authority customers in West Texas.
Nonutility gas marketing operations reorganized
On October 1, 2003, Woodward Marketing, L.L.C., and the companys other nonutility natural gas marketing operations were reorganized as Atmos Energy Marketing, LLC. Adopting a single name helps municipal and industrial customers recognize the scope of the companys nonutility operations and is consistent with the companys national branding of its utility operations under the trade name Atmos Energy.
Atmos Energy to sell indirect equity interest in Heritage Propane
On November 7, 2003, Atmos Energy announced that it and three utility partners had entered into an agreement to sell their interest in the general partnership and limited partnerships in Heritage Propane Partners, L.P., for $130 million. Atmos Energy expects to receive approximately $24.7 million and to record a $4.4 million pretax book gain. Closing of the transaction, which is conditional upon regulatory approvals, is expected by the end of calendar year 2003.
Conference call to be webcast November 12
Atmos Energy Corporation officers will discuss financial results for the fourth quarter and the year ended September 30, 2003, and the companys outlook for the future during a webcast conference call on November 12 at 7 a.m. CST. To listen to the call, dial 1-800-218-4007. Slides for the webcast may be viewed on the Internet at www.atmosenergy.com.
Forward-Looking Statements
The matters discussed or incorporated by reference 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, expect, estimate, plans, believe, objective, forecast, goal 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 expressed or implied in the statements relating to the Companys earnings-per-share projections, operations, markets, services, rates, recovery of costs, availability of gas supply and other factors. A discussion of these risks and uncertainties may be found in the Companys Form 10-K for the fiscal year ended September 30, 2002. 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. We undertake no obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise.
Atmos Energy Corporation, headquartered in Dallas, Texas, is one of the largest natural gas distributors in the United States, serving about 1.7 million utility customers. Atmos Energys utility operations serve more than 1,000 small and medium-size 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, manage company-owned natural gas storage and pipeline assets, construct small distributed generating plants for industrial and municipal customers and hold an indirect equity interest in Heritage Propane Partners, L.P., the fourth-largest U.S. propane marketer. For more information, visit www.atmosenergy.com.
Atmos Energy Corporation
Financial Highlights (Unaudited)
| Three
Months Ended September 30 |
Year Ended September 30 |
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|
Statements of Income |
2003 |
2002 |
2003 |
2002 |
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| (000s except per share) | ||||||||||||||||
|
Operating revenues: |
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|
Utility segment |
$ | 211,555 | $ | 136,066 | $ | 1,554,082 | $ | 937,526 | ||||||||
|
Natural gas marketing segment |
329,761 | 239,264 | 1,668,493 | 1,031,874 | ||||||||||||
|
Other nonutility segment |
5,388 | 3,857 | 21,630 | 24,705 | ||||||||||||
|
Intersegment eliminations |
(109,832 | ) | (86,741 | ) | (444,289 | ) | (343,141 | ) | ||||||||
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| 436,872 | 292,446 | 2,799,916 | 1,650,964 | |||||||||||||
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Purchased gas cost: |
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|
Utility segment |
128,030 | 79,198 | 1,062,679 | 559,891 | ||||||||||||
|
Natural gas marketing segment |
318,673 | 231,243 | 1,644,328 | 994,318 | ||||||||||||
|
Other nonutility segment |
65 | (1,019 | ) | 1,540 | 8,022 | |||||||||||
|
Intersegment eliminations |
(109,674 | ) | (86,009 | ) | (443,607 | ) | (342,407 | ) | ||||||||
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| 337,094 | 223,413 | 2,264,940 | 1,219,824 | |||||||||||||
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Gross profit |
99,778 | 69,033 | 534,976 | 431,140 | ||||||||||||
|
Operation and maintenance expense |
53,780 | 35,505 | 205,090 | 158,119 | ||||||||||||
|
Depreciation and amortization |
21,728 | 20,594 | 87,001 | 81,469 | ||||||||||||
|
Taxes, other than income |
10,988 | 6,560 | 55,045 | 36,221 | ||||||||||||
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Total operating expenses |
86,496 | 62,659 | 347,136 | 275,809 | ||||||||||||
|
Operating income |
13,282 | 6,374 | 187,840 | 155,331 | ||||||||||||
|
Miscellaneous income (expense) |
(1,130 | ) | (428 | ) | 2,191 | (1,321 | ) | |||||||||
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Interest charges |
15,981 | 14,870 | 63,660 | 59,174 | ||||||||||||
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Income (loss) before income taxes and cumulative effect of accounting change |
(3,829 | ) | (8,924 | ) | 126,371 | 94,836 | ||||||||||
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Income tax expense (benefit) |
(1,393 | ) | (3,315 | ) | 46,910 | 35,180 | ||||||||||
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Income (loss) before cumulative effect of accounting change |
(2,436 | ) | (5,609 | ) | 79,461 | 59,656 | ||||||||||
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Cumulative effect of accounting change, net of income tax benefit |
| | (7,773 | ) | | |||||||||||
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Net income (loss) |
$ | (2,436 | ) | $ | (5,609 | ) | $ | 71,688 | $ | 59,656 | ||||||
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Basic income (loss) per share: |
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|
Income (loss) before cumulative effect of accounting change |
$ | (.05 | ) | $ | (.14 | ) | $ | 1.72 | $ | 1.45 | ||||||
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Cumulative effect of accounting change, net of income tax benefit |
| | (.17 | ) | | |||||||||||
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Net income (loss) |
$ | (.05 | ) | $ | (.14 | ) | $ | 1.55 | $ | 1.45 | ||||||
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Diluted income (loss) per share: |
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|
Income (loss) before cumulative effect of accounting change |
$ | (.05 | ) | $ | (.14 | ) | $ | 1.71 | $ | 1.45 | ||||||
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Cumulative effect of accounting change, net of income tax benefit |
| | (.17 | ) | | |||||||||||
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Net income (loss) |
$ | (.05 | ) | $ | (.14 | ) | $ | 1.54 | $ | 1.45 | ||||||
|
Cash dividends per share |
$ | .300 | $ | .295 | $ | 1.20 | $ | 1.18 | ||||||||
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Weighted average shares outstanding: |
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|
Basic |
51,200 | 41,495 | 46,319 | 41,171 | ||||||||||||
|
Diluted |
51,200 | 41,495 | 46,496 | 41,250 | ||||||||||||
Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
| Three
Months Ended September 30 |
Year
Ended September 30 |
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|
Summary Net Income (Loss) by Segment (000s) |
2003 |
2002 |
2003 |
2002 |
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|
Utility |
$ | (8,357 | ) | $ | (8,573 | ) | $ | 62,137 | $ | 42,994 | |||||
|
Natural gas marketing |
3,593 | 2,888 | (970 | ) | 12,614 | ||||||||||
|
Other nonutility |
2,328 | 76 | 10,521 | 4,048 | |||||||||||
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Consolidated net income (loss) |
$ | (2,436 | ) | $ | (5,609 | ) | $ | 71,688 | $ | 59,656 | |||||
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| September
30 |
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|
Condensed Balance Sheets |
2003 |
2002 |
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| (000s) | ||||||
|
Net property, plant and equipment |
$ | 1,515,989 | $ | 1,300,320 | ||
|
Cash and cash equivalents |
15,683 | 47,991 | ||||
|
Cash held on deposit in margin account |
17,903 | 10,192 | ||||
|
Accounts receivable, net |
216,783 | 136,227 | ||||