filings.toolsItem 1. Financial Statements
116K characters. Original on sec.gov · Markdown
Item 1. Financial Statements
ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2023 | September 30, 2022 | ||||||||||
| (Unaudited) | |||||||||||
| (In thousands, except share data) | |||||||||||
| ASSETS | |||||||||||
| Property, plant and equipment | $ | 22,224,360 | $ | 20,238,139 | |||||||
| Less accumulated depreciation and amortization | 3,206,019 | 2,997,900 | |||||||||
| Net property, plant and equipment | 19,018,341 | 17,240,239 | |||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | 56,237 | 51,554 | |||||||||
| Restricted cash and cash equivalents | 1,876 | — | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents | 58,113 | 51,554 | |||||||||
| Accounts receivable, net (See Note 5) | 330,827 | 363,708 | |||||||||
| Gas stored underground | 211,041 | 357,941 | |||||||||
| Other current assets (See Note 8) | 288,945 | 2,274,490 | |||||||||
| Total current assets | 888,926 | 3,047,693 | |||||||||
| Securitized intangible asset, net (See Note 9) | 93,600 | — | |||||||||
| Goodwill | 731,257 | 731,257 | |||||||||
| Deferred charges and other assets (See Note 8) | 1,039,405 | 1,173,800 | |||||||||
| $ | 21,771,529 | $ | 22,192,989 | ||||||||
| CAPITALIZATION AND LIABILITIES | |||||||||||
| Shareholders’ equity | |||||||||||
| Common stock, no par value (stated at $0.005 per share); 200,000,000 shares authorized; issued and outstanding: June 30, 2023 — 147,304,538 shares; September 30, 2022 — 140,896,598 shares | $ | 737 | $ | 704 | |||||||
| Additional paid-in capital | 6,537,820 | 5,838,118 | |||||||||
| Accumulated other comprehensive income | 404,403 | 369,112 | |||||||||
| Retained earnings | 3,659,421 | 3,211,157 | |||||||||
| Shareholders’ equity | 10,602,381 | 9,419,091 | |||||||||
| Long-term debt, net | 6,553,618 | 5,760,647 | |||||||||
| Securitized long-term debt (See Note 9) | 89,027 | — | |||||||||
| Total capitalization | 17,245,026 | 15,179,738 | |||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities | 327,890 | 496,019 | |||||||||
| Other current liabilities | 698,918 | 720,157 | |||||||||
| Short-term debt | — | 184,967 | |||||||||
| Current maturities of long-term debt | 1,540 | 2,201,457 | |||||||||
| Current maturities of securitized long-term debt (See Note 9) | 5,973 | — | |||||||||
| Total current liabilities | 1,034,321 | 3,602,600 | |||||||||
| Deferred income taxes | 2,205,291 | 1,999,505 | |||||||||
| Regulatory excess deferred taxes | 277,506 | 385,213 | |||||||||
| Regulatory cost of removal obligation | 487,996 | 487,631 | |||||||||
| Deferred credits and other liabilities | 521,389 | 538,302 | |||||||||
| $ | 21,771,529 | $ | 22,192,989 |
See accompanying notes to condensed consolidated financial statements.
ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three Months Ended June 30 | |||||||||||
| 2023 | 2022 | ||||||||||
| (Unaudited) (In thousands, except per share data) | |||||||||||
| Operating revenues | |||||||||||
| Distribution segment | $ | 616,067 | $ | 773,311 | |||||||
| Pipeline and storage segment | 208,225 | 183,412 | |||||||||
| Intersegment eliminations | (161,559) | (140,294) | |||||||||
| Total operating revenues | 662,733 | 816,429 | |||||||||
| Purchased gas cost | |||||||||||
| Distribution segment | 206,048 | 390,559 | |||||||||
| Pipeline and storage segment | (194) | (1,347) | |||||||||
| Intersegment eliminations | (161,304) | (140,053) | |||||||||
| Total purchased gas cost | 44,550 | 249,159 | |||||||||
| Operation and maintenance expense | 195,049 | 182,325 | |||||||||
| Depreciation and amortization expense | 150,726 | 134,231 | |||||||||
| Taxes, other than income | 103,155 | 96,127 | |||||||||
| Operating income | 169,253 | 154,587 | |||||||||
| Other non-operating income | 16,170 | 13,263 | |||||||||
| Interest charges | 31,334 | 26,190 | |||||||||
| Income before income taxes | 154,089 | 141,660 | |||||||||
| Income tax expense | 16,282 | 13,113 | |||||||||
| Net income | $ | 137,807 | $ | 128,547 | |||||||
| Basic net income per share | $ | 0.94 | $ | 0.92 | |||||||
| Diluted net income per share | $ | 0.94 | $ | 0.92 | |||||||
| Cash dividends per share | $ | 0.74 | $ | 0.68 | |||||||
| Basic weighted average shares outstanding | 146,051 | 139,881 | |||||||||
| Diluted weighted average shares outstanding | 146,067 | 140,227 | |||||||||
| Net income | $ | 137,807 | $ | 128,547 | |||||||
| Other comprehensive income (loss), net of tax | |||||||||||
| Net unrealized holding losses on available-for-sale securities, net of tax of $35 and $31 | (121) | (106) | |||||||||
| Cash flow hedges: | |||||||||||
| Amortization and unrealized gains on interest rate agreements, net of tax of $12,580 and $46,168 | 43,527 | 159,737 | |||||||||
| Total other comprehensive income | 43,406 | 159,631 | |||||||||
| Total comprehensive income | $ | 181,213 | $ | 288,178 |
See accompanying notes to condensed consolidated financial statements.
ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Nine Months Ended June 30 | |||||||||||
| 2023 | 2022 | ||||||||||
| (Unaudited) (In thousands, except per share data) | |||||||||||
| Operating revenues | |||||||||||
| Distribution segment | $ | 3,556,703 | $ | 3,356,279 | |||||||
| Pipeline and storage segment | 579,278 | 510,077 | |||||||||
| Intersegment eliminations | (448,266) | (387,322) | |||||||||
| Total operating revenues | 3,687,715 | 3,479,034 | |||||||||
| Purchased gas cost | |||||||||||
| Distribution segment | 1,896,986 | 1,881,212 | |||||||||
| Pipeline and storage segment | (431) | (3,075) | |||||||||
| Intersegment eliminations | (447,545) | (386,437) | |||||||||
| Total purchased gas cost | 1,449,010 | 1,491,700 | |||||||||
| Operation and maintenance expense | 574,781 | 504,787 | |||||||||
| Depreciation and amortization expense | 445,063 | 395,461 | |||||||||
| Taxes, other than income | 305,784 | 271,506 | |||||||||
| Operating income | 913,077 | 815,580 | |||||||||
| Other non-operating income | 54,767 | 27,178 | |||||||||
| Interest charges | 105,464 | 74,969 | |||||||||
| Income before income taxes | 862,380 | 767,789 | |||||||||
| Income tax expense | 95,042 | 65,034 | |||||||||
| Net income | $ | 767,338 | $ | 702,755 | |||||||
| Basic net income per share | $ | 5.33 | $ | 5.13 | |||||||
| Diluted net income per share | $ | 5.33 | $ | 5.12 | |||||||
| Cash dividends per share | $ | 2.22 | $ | 2.04 | |||||||
| Basic weighted average shares outstanding | 143,938 | 136,799 | |||||||||
| Diluted weighted average shares outstanding | 143,998 | 137,055 | |||||||||
| Net income | $ | 767,338 | $ | 702,755 | |||||||
| Other comprehensive income (loss), net of tax | |||||||||||
| Net unrealized holding gains (losses) on available-for-sale securities, net of tax of $29 and $(98) | 100 | (336) | |||||||||
| Cash flow hedges: | |||||||||||
| Amortization and unrealized gains on interest rate agreements, net of tax of $10,171 and $68,136 | 35,191 | 235,743 | |||||||||
| Total other comprehensive income | 35,291 | 235,407 | |||||||||
| Total comprehensive income | $ | 802,629 | $ | 938,162 |
See accompanying notes to condensed consolidated financial statements.
ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended June 30 | |||||||||||
| 2023 | 2022 | ||||||||||
| (Unaudited) (In thousands) | |||||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net income | $ | 767,338 | $ | 702,755 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization expense | 445,063 | 395,461 | |||||||||
| Deferred income taxes | 75,407 | 40,899 | |||||||||
| Other | (38,360) | (15,941) | |||||||||
| Net assets / liabilities from risk management activities | (1,545) | (7,167) | |||||||||
| Net change in Winter Storm Uri current regulatory asset (See Note 8) | 2,021,889 | — | |||||||||
| Net change in other operating assets and liabilities | (48,284) | (186,691) | |||||||||
| Net cash provided by operating activities | 3,221,508 | 929,316 | |||||||||
| Cash Flows From Investing Activities | |||||||||||
| Capital expenditures | (2,083,486) | (1,726,039) | |||||||||
| Debt and equity securities activities, net | (7,302) | 3,594 | |||||||||
| Other, net | 13,469 | 7,876 | |||||||||
| Net cash used in investing activities | (2,077,319) | (1,714,569) | |||||||||
| Cash Flows From Financing Activities | |||||||||||
| Net decrease in short-term debt | (184,967) | — | |||||||||
| Net proceeds from equity issuances | 671,630 | 675,320 | |||||||||
| Issuance of common stock through stock purchase and employee retirement plans | 11,660 | 11,670 | |||||||||
| Proceeds from issuance of long-term debt | 797,258 | 798,802 | |||||||||
| Proceeds from issuance of securitized long-term debt by AEK | 95,000 | — | |||||||||
| Proceeds from term loan | 2,020,000 | — | |||||||||
| Repayment of term loan | (2,020,000) | — | |||||||||
| Repayment of long-term debt | (2,200,000) | (200,000) | |||||||||
| Cash dividends paid | (319,074) | (279,256) | |||||||||
| Debt issuance costs | (7,864) | (8,196) | |||||||||
| Securitized debt issuance costs | (1,273) | — | |||||||||
| Other | — | (1,735) | |||||||||
| Net cash provided by (used in) financing activities | (1,137,630) | 996,605 | |||||||||
| Net increase in cash and cash equivalents and restricted cash and cash equivalents | 6,559 | 211,352 | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | 51,554 | 116,723 | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents at end of period | $ | 58,113 | $ | 328,075 | |||||||
See accompanying notes to condensed consolidated financial statements.
ATMOS ENERGY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2023
1. Nature of Business
Atmos Energy Corporation (“Atmos Energy” or the “Company”) and its subsidiaries are engaged in the regulated natural gas distribution and pipeline and storage businesses. Our distribution business is subject to federal and state regulation and/or regulation by local authorities in each of the states in which our regulated divisions and subsidiaries operate.
Our distribution business delivers natural gas through sales and transportation arrangements to over 3.3 million residential, commercial, public authority and industrial customers through our six regulated distribution divisions, which at June 30, 2023, covered service areas located in eight states.
Our pipeline and storage business, which is also subject to federal and state regulations, includes the transportation of natural gas to our Texas and Louisiana distribution systems and the management of our underground storage facilities used to support our distribution business in various states.
2. Unaudited Financial Information
These consolidated interim-period financial statements have been prepared in accordance with accounting principles generally accepted in the United States on the same basis as those used for the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. In the opinion of management, all material adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been made to the unaudited consolidated interim-period financial statements. These consolidated interim-period financial statements are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of Atmos Energy Corporation included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. Because of seasonal and other factors, the results of operations for the nine-month period ended June 30, 2023 are not indicative of our results of operations for the full 2023 fiscal year, which ends September 30, 2023.
No events have occurred subsequent to the balance sheet date that would require recognition or disclosure in the condensed consolidated financial statements.
Significant accounting policies
Except as noted below related to our policies regarding restricted cash and cash equivalents and securitized intangible asset, our accounting policies are described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.
During the second quarter of fiscal 2023, we completed our annual goodwill impairment assessment using a qualitative assessment, as permitted under U.S. GAAP. We test for goodwill at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit. Based on the assessment performed, we determined that our goodwill was not impaired.
Restricted cash and cash equivalents
Restricted cash and cash equivalents consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our condensed consolidated balance sheets. Restricted cash and cash equivalents accounts were established for payment of Securitized Utility Tariff Bonds issuance costs and payment of debt service on those bonds as well as certain ongoing costs of Atmos Energy Kansas Securitization I, LLC (AEK).
Securitized intangible asset
Our securitized intangible asset represents the Securitized Utility Tariff Property that AEK acquired from Atmos Energy in the third quarter of fiscal 2023 as part of a securitization transaction. This transaction is discussed in further detail in Notes 8 and 9 to the condensed consolidated financial statements. The securitized intangible asset is stated at cost, net of accumulated amortization, and is amortized over the life of the asset in proportion to the pattern of economic benefit based on expected future undiscounted cash flows. At the end of its life, this securitized intangible asset will have no residual value. We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of amortizable intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value.
Regulatory assets and liabilities
Accounting principles generally accepted in the United States require cost-based, rate-regulated entities that meet certain criteria to reflect the authorized recovery of costs due to regulatory decisions in their financial statements. As a result, certain costs are permitted to be capitalized rather than expensed because they can be recovered through rates. We record certain costs as regulatory assets when future recovery through customer rates is considered probable. Regulatory liabilities are recorded when it is probable that revenues will be reduced for amounts that will be credited to customers through the ratemaking process. Substantially all of our regulatory assets are recorded as a component of other current assets and deferred charges and other assets and our regulatory liabilities are recorded as a component of other current liabilities and deferred credits and other liabilities. Deferred gas costs are recorded either in other current assets or liabilities.
Significant regulatory assets and liabilities as of June 30, 2023 and September 30, 2022 included the following:
| June 30, 2023 | September 30, 2022 | ||||||||||
| (In thousands) | |||||||||||
| Regulatory assets: | |||||||||||
| Pension and postretirement benefit costs | $ | 22,941 | $ | 31,122 | |||||||
| Infrastructure mechanisms (1) | 218,999 | 235,972 | |||||||||
| Winter Storm Uri incremental costs (2) | 32,441 | 2,109,454 | |||||||||
| Deferred gas costs | 48,649 | 119,742 | |||||||||
| Regulatory excess deferred taxes (3) | 47,252 | 47,311 | |||||||||
| Recoverable loss on reacquired debt | 3,280 | 3,406 | |||||||||
| Deferred pipeline record collection costs | 52,588 | 36,898 | |||||||||
| Other | 16,430 | 21,467 | |||||||||
| $ | 442,580 | $ | 2,605,372 | ||||||||
| Regulatory liabilities: | |||||||||||
| Regulatory excess deferred taxes (3) | $ | 425,440 | $ | 545,021 | |||||||
| Regulatory cost of removal obligation | 574,098 | 568,307 | |||||||||
| Deferred gas costs | 34,933 | 28,834 | |||||||||
| Asset retirement obligation | 5,737 | 5,737 | |||||||||
| APT annual adjustment mechanism | 42,797 | 31,138 | |||||||||
| Pension and postretirement benefit costs | 141,032 | 156,857 | |||||||||
| Other | 27,055 | 23,013 | |||||||||
| $ | 1,251,092 | $ | 1,358,907 |
(1)Infrastructure mechanisms in Texas, Louisiana and Tennessee allow for the deferral of all eligible expenses associated with capital expenditures incurred pursuant to these rules, including the recording of interest on deferred expenses until the next rate proceeding (rate case or annual rate filing), at which time investment and costs would be recoverable through base rates.
(2)Includes extraordinary gas costs incurred during Winter Storm Uri and certain related carrying costs. See Note 8 to the condensed consolidated financial statements for further information.
(3)Regulatory excess deferred taxes represent changes in our net deferred tax liability related to our cost of service ratemaking due to the enactment of Tax Cuts and Jobs Act of 2017 (the "TCJA") and a Kansas legislative change enacted in fiscal 2020. See Note 12 to the condensed consolidated financial statements for further information.
3. Segment Information
We manage and review our consolidated operations through the following reportable segments:
-
The distribution segment is primarily comprised of our regulated natural gas distribution and related sales operations in eight states.
-
The pipeline and storage segment is comprised primarily of the pipeline and storage operations of our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies found in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.
Income statements and capital expenditures for the three and nine months ended June 30, 2023 and 2022 by segment are presented in the following tables:
| Three Months Ended June 30, 2023 | |||||||||||||||||||||||||||||
| Distribution | Pipeline and Storage | Eliminations | Consolidated | ||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
| Operating revenues from external parties | $ | 615,259 | $ | 47,474 | $ | — | $ | 662,733 | |||||||||||||||||||||
| Intersegment revenues | 808 | 160,751 | (161,559) | — | |||||||||||||||||||||||||
| Total operating revenues | 616,067 | 208,225 | (161,559) | 662,733 | |||||||||||||||||||||||||
| Purchased gas cost | 206,048 | (194) | (161,304) | 44,550 | |||||||||||||||||||||||||
| Operation and maintenance expense | 138,351 | 56,953 | (255) | 195,049 | |||||||||||||||||||||||||
| Depreciation and amortization expense | 107,809 | 42,917 | — | 150,726 | |||||||||||||||||||||||||
| Taxes, other than income | 92,180 | 10,975 | — | 103,155 | |||||||||||||||||||||||||
| Operating income | 71,679 | 97,574 | — | 169,253 | |||||||||||||||||||||||||
| Other non-operating income | 6,695 | 9,475 | — | 16,170 | |||||||||||||||||||||||||
| Interest charges | 16,146 | 15,188 | — | 31,334 | |||||||||||||||||||||||||
| Income before income taxes | 62,228 | 91,861 | — | 154,089 | |||||||||||||||||||||||||
| Income tax expense | 2,589 | 13,693 | — | 16,282 | |||||||||||||||||||||||||
| Net income | $ | 59,639 | $ | 78,168 | $ | — | $ | 137,807 | |||||||||||||||||||||
| Capital expenditures | $ | 512,585 | $ | 155,552 | $ | — | $ | 668,137 |
| Three Months Ended June 30, 2022 | |||||||||||||||||||||||
| Distribution | Pipeline and Storage | Eliminations | Consolidated | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Operating revenues from external parties | $ | 772,497 | $ | 43,932 | $ | — | $ | 816,429 | |||||||||||||||
| Intersegment revenues | 814 | 139,480 | (140,294) | — | |||||||||||||||||||
| Total operating revenues | 773,311 | 183,412 | (140,294) | 816,429 | |||||||||||||||||||
| Purchased gas cost | 390,559 | (1,347) | (140,053) | 249,159 | |||||||||||||||||||
| Operation and maintenance expense | 133,654 | 48,912 | (241) | 182,325 | |||||||||||||||||||
| Depreciation and amortization expense | 97,106 | 37,125 | — | 134,231 | |||||||||||||||||||
| Taxes, other than income | 85,933 | 10,194 | — | 96,127 | |||||||||||||||||||
| Operating income | 66,059 | 88,528 | — | 154,587 | |||||||||||||||||||
| Other non-operating income | 6,708 | 6,555 | — | 13,263 | |||||||||||||||||||
| Interest charges | 12,341 | 13,849 | — | 26,190 | |||||||||||||||||||
| Income before income taxes | 60,426 | 81,234 | — | 141,660 | |||||||||||||||||||
| Income tax expense | 3,025 | 10,088 | — | 13,113 | |||||||||||||||||||
| Net income | $ | 57,401 | $ | 71,146 | $ | — | $ | 128,547 | |||||||||||||||
| Capital expenditures | $ | 417,244 | $ | 118,766 | $ | — | $ | 536,010 |
| Nine Months Ended June 30, 2023 | |||||||||||||||||||||||
| Distribution | Pipeline and Storage | Eliminations | Consolidated | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Operating revenues from external parties | $ | 3,554,389 | $ | 133,326 | $ | — | $ | 3,687,715 | |||||||||||||||
| Intersegment revenues | 2,314 | 445,952 | (448,266) | — | |||||||||||||||||||
| Total operating revenues | 3,556,703 | 579,278 | (448,266) | 3,687,715 | |||||||||||||||||||
| Purchased gas cost | 1,896,986 | (431) | (447,545) | 1,449,010 | |||||||||||||||||||
| Operation and maintenance expense | 426,173 | 149,329 | (721) | 574,781 | |||||||||||||||||||
| Depreciation and amortization expense | 319,783 | 125,280 | — | 445,063 | |||||||||||||||||||
| Taxes, other than income | 275,002 | 30,782 | — | 305,784 | |||||||||||||||||||
| Operating income | 638,759 | 274,318 | — | 913,077 | |||||||||||||||||||
| Other non-operating income | 20,934 | 33,833 | — | 54,767 | |||||||||||||||||||
| Interest charges | 60,405 | 45,059 | — | 105,464 | |||||||||||||||||||
| Income before income taxes | 599,288 | 263,092 | — | 862,380 | |||||||||||||||||||
| Income tax expense | 56,707 | 38,335 | — | 95,042 | |||||||||||||||||||
| Net income | $ | 542,581 | $ | 224,757 | $ | — | $ | 767,338 | |||||||||||||||
| Capital expenditures | $ | 1,381,118 | $ | 702,368 | $ | — | $ | 2,083,486 |
| Nine Months Ended June 30, 2022 | |||||||||||||||||||||||
| Distribution | Pipeline and Storage | Eliminations | Consolidated | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Operating revenues from external parties | $ | 3,353,800 | $ | 125,234 | $ | — | $ | 3,479,034 | |||||||||||||||
| Intersegment revenues | 2,479 | 384,843 | (387,322) | — | |||||||||||||||||||
| Total operating revenues | 3,356,279 | 510,077 | (387,322) | 3,479,034 | |||||||||||||||||||
| Purchased gas cost | 1,881,212 | (3,075) | (386,437) | 1,491,700 | |||||||||||||||||||
| Operation and maintenance expense | 378,479 | 127,193 | (885) | 504,787 | |||||||||||||||||||
| Depreciation and amortization expense | 286,515 | 108,946 | — | 395,461 | |||||||||||||||||||
| Taxes, other than income | 242,214 | 29,292 | — | 271,506 | |||||||||||||||||||
| Operating income | 567,859 | 247,721 | — | 815,580 | |||||||||||||||||||
| Other non-operating income | 9,173 | 18,005 | — | 27,178 | |||||||||||||||||||
| Interest charges | 36,046 | 38,923 | — | 74,969 | |||||||||||||||||||
| Income before income taxes | 540,986 | 226,803 | — | 767,789 | |||||||||||||||||||
| Income tax expense | 35,163 | 29,871 | — | 65,034 | |||||||||||||||||||
| Net income | $ | 505,823 | $ | 196,932 | $ | — | $ | 702,755 | |||||||||||||||
| Capital expenditures | $ | 1,217,094 | $ | 508,945 | $ | — | $ | 1,726,039 |
Balance sheet information at June 30, 2023 and September 30, 2022 by segment is presented in the following tables:
| June 30, 2023 | |||||||||||||||||||||||
| Distribution | Pipeline and Storage | Eliminations | Consolidated | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Net property, plant and equipment | $ | 13,938,357 | $ | 5,079,984 | $ | — | $ | 19,018,341 | |||||||||||||||
| Total assets | $ | 21,015,851 | $ | 5,369,445 | $ | (4,613,767) | $ | 21,771,529 | |||||||||||||||
| September 30, 2022 | |||||||||||||||||||||||
| Distribution | Pipeline and Storage | Eliminations | Consolidated | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Net property, plant and equipment | $ | 12,723,532 | $ | 4,516,707 | $ | — | $ | 17,240,239 | |||||||||||||||
| Total assets | $ | 21,424,586 | $ | 4,797,206 | $ | (4,028,803) | $ | 22,192,989 | |||||||||||||||
4. Earnings Per Share
We use the two-class method of computing earnings per share because we have participating securities in the form of non-vested restricted stock units with a nonforfeitable right to dividend equivalents, for which vesting is predicated solely on the passage of time. The calculation of earnings per share using the two-class method excludes income attributable to these participating securities from the numerator and excludes the dilutive impact of those shares from the denominator. Basic weighted average shares outstanding is calculated based upon the weighted average number of common shares outstanding during the periods presented. Also, this calculation includes fully vested stock awards that have not yet been issued as common stock. Additionally, the weighted average shares outstanding for diluted EPS includes the incremental effects of the forward sale agreements, discussed in Note 7 to the condensed consolidated financial statements, when the impact is dilutive.
Basic and diluted earnings per share for the three and nine months ended June 30, 2023 and 2022 are calculated as follows:
| Three Months Ended June 30 | Nine Months Ended June 30 | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||||||||
| Basic Earnings Per Share | |||||||||||||||||||||||
| Net income | $ | 137,807 | $ | 128,547 | $ | 767,338 | $ | 702,755 | |||||||||||||||
| Less: Income allocated to participating securities | 83 | 79 | 482 | 465 | |||||||||||||||||||
| Income available to common shareholders | $ | 137,724 | $ | 128,468 | $ | 766,856 | $ | 702,290 | |||||||||||||||
| Basic weighted average shares outstanding | 146,051 | 139,881 | 143,938 | 136,799 | |||||||||||||||||||
| Net income per share — Basic | $ | 0.94 | $ | 0.92 | $ | 5.33 | $ | 5.13 | |||||||||||||||
| Diluted Earnings Per Share | |||||||||||||||||||||||
| Income available to common shareholders | $ | 137,724 | $ | 128,468 | $ | 766,856 | $ | 702,290 | |||||||||||||||
| Effect of dilutive shares | — | — | — | — | |||||||||||||||||||
| Income available to common shareholders | $ | 137,724 | $ | 128,468 | $ | 766,856 | $ | 702,290 | |||||||||||||||
| Basic weighted average shares outstanding | 146,051 | 139,881 | 143,938 | 136,799 | |||||||||||||||||||
| Dilutive shares | 16 | 346 | 60 | 256 | |||||||||||||||||||
| Diluted weighted average shares outstanding | 146,067 | 140,227 | 143,998 | 137,055 | |||||||||||||||||||
| Net income per share — Diluted | $ | 0.94 | $ | 0.92 | $ | 5.33 | $ | 5.12 |
5. Revenue and Accounts Receivable
Revenue
Our revenue recognition policy is fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. The following tables disaggregate our revenue from contracts with customers by customer type and segment and provide a reconciliation to total operating revenues, including intersegment revenues, for the three and nine months ended June 30, 2023 and 2022.
| Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | ||||||||||||||||||||||
| Distribution | Pipeline and Storage | Distribution | Pipeline and Storage | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Gas sales revenues: | |||||||||||||||||||||||
| Residential | $ | 380,099 | $ | — | $ | 441,806 | $ | — | |||||||||||||||
| Commercial | 165,930 | — | 231,309 | — | |||||||||||||||||||
| Industrial | 23,533 | — | 57,045 | — | |||||||||||||||||||
| Public authority and other | 8,562 | — | 13,080 | — | |||||||||||||||||||
| Total gas sales revenues | 578,124 | — | 743,240 | — | |||||||||||||||||||
| Transportation revenues | 27,988 | 212,322 | 27,216 | 186,405 | |||||||||||||||||||
| Miscellaneous revenues | 2,706 | 4,397 | 2,453 | 3,104 | |||||||||||||||||||
| Revenues from contracts with customers | 608,818 | 216,719 | 772,909 | 189,509 | |||||||||||||||||||
| Alternative revenue program revenues (1) | 6,772 | (8,494) | (77) | (6,097) | |||||||||||||||||||
| Other revenues | 477 | — | 479 | — | |||||||||||||||||||
| Total operating revenues | $ | 616,067 | $ | 208,225 | $ | 773,311 | $ | 183,412 |
| Nine Months Ended June 30, 2023 | Nine Months Ended June 30, 2022 | ||||||||||||||||||||||
| Distribution | Pipeline and Storage | Distribution | Pipeline and Storage | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Gas sales revenues: | |||||||||||||||||||||||
| Residential | $ | 2,276,240 | $ | — | $ | 2,108,349 | $ | — | |||||||||||||||
| Commercial | 953,409 | — | 910,400 | — | |||||||||||||||||||
| Industrial | 127,792 | — | 160,098 | — | |||||||||||||||||||
| Public authority and other | 54,074 | — | 54,668 | — | |||||||||||||||||||
| Total gas sales revenues | 3,411,515 | — | 3,233,515 | — | |||||||||||||||||||
| Transportation revenues | 93,661 | 597,822 | 87,886 | 514,114 | |||||||||||||||||||
| Miscellaneous revenues | 7,650 | 8,271 | 7,732 | 11,931 | |||||||||||||||||||
| Revenues from contracts with customers | 3,512,826 | 606,093 | 3,329,133 | 526,045 | |||||||||||||||||||
| Alternative revenue program revenues (1) | 42,360 | (26,815) | 25,663 | (15,968) | |||||||||||||||||||
| Other revenues | 1,517 | — | 1,483 | — | |||||||||||||||||||
| Total operating revenues | $ | 3,556,703 | $ | 579,278 | $ | 3,356,279 | $ | 510,077 |
(1) In our distribution segment, we have weather-normalization adjustment mechanisms that serve to mitigate the effects of weather on our revenue. Additionally, APT has a regulatory mechanism that requires that APT shares with its tariffed customers 75% of the difference between the total non-tariffed revenues earned during a test period and a revenue benchmark.
Accounts receivable and allowance for uncollectible accounts
Accounts receivable arise from natural gas sales to residential, commercial, industrial, public authority and other customers. Our accounts receivable balance includes unbilled amounts which represent a customer’s consumption of gas from the date of the last cycle billing through the last day of the month. Our policy related to the accounting for our accounts receivable and allowance for uncollectible accounts is fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. During the nine months ended June 30, 2023, there were no material changes to this policy. Rollforwards of our allowance for uncollectible accounts for the three and nine months ended June 30, 2023 and 2022 are presented in the table below. The allowance excludes the gas cost portion of customers’ bills
for approximately 81 percent of our customers as we have the ability to collect these gas costs through our gas cost recovery mechanisms in most of our jurisdictions.
| Three Months Ended June 30, 2023 | |||||
| (In thousands) | |||||
| Beginning balance, March 31, 2023 | $ | 52,751 | |||
| Current period provisions | 1,758 | ||||
| Write-offs charged against allowance | (5,902) | ||||
| Recoveries of amounts previously written off | 294 | ||||
| Ending balance, June 30, 2023 | $ | 48,901 |
| Three Months Ended June 30, 2022 | |||||
| (In thousands) | |||||
| Beginning balance, March 31, 2022 | $ | 62,213 | |||
| Current period provisions | 5,657 | ||||
| Write-offs charged against allowance | (7,430) | ||||
| Recoveries of amounts previously written off | 328 | ||||
| Ending balance, June 30, 2022 | $ | 60,768 |
| Nine Months Ended June 30, 2023 | |||||
| (In thousands) | |||||
| Beginning balance, September 30, 2022 | $ | 49,993 | |||
| Current period provisions | 22,000 | ||||
| Write-offs charged against allowance | (24,656) | ||||
| Recoveries of amounts previously written off | 1,564 | ||||
| Ending balance, June 30, 2023 | $ | 48,901 |
| Nine Months Ended June 30, 2022 | |||||
| (In thousands) | |||||
| Beginning balance, September 30, 2021 | $ | 64,471 | |||
| Current period provisions | 17,733 | ||||
| Write-offs charged against allowance | (22,888) | ||||
| Recoveries of amounts previously written off | 1,452 | ||||
| Ending balance, June 30, 2022 | $ | 60,768 |
6. Debt
The nature and terms of our debt instruments and credit facilities are described in detail in Note 7 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. Other than as described below, there were no material changes in the terms of our debt instruments during the nine months ended June 30, 2023.
Long-term debt at June 30, 2023 and September 30, 2022 consisted of the following:
| June 30, 2023 | September 30, 2022 | ||||||||||
| (In thousands) | |||||||||||
| Unsecured 0.625% Senior Notes, due March 2023 | $ | — | $ | 1,100,000 | |||||||
| Unsecured 3.00% Senior Notes, due June 2027 | 500,000 | 500,000 | |||||||||
| Unsecured 2.625% Senior Notes, due September 2029 | 500,000 | 500,000 | |||||||||
| Unsecured 1.50% Senior Notes, due January 2031 | 600,000 | 600,000 | |||||||||
| Unsecured 5.45% Senior Notes, due October 2032 | 300,000 | — | |||||||||
| Unsecured 5.95% Senior Notes, due October 2034 | 200,000 | 200,000 | |||||||||
| Unsecured 5.50% Senior Notes, due June 2041 | 400,000 | 400,000 | |||||||||
| Unsecured 4.15% Senior Notes, due January 2043 | 500,000 | 500,000 | |||||||||
| Unsecured 4.125% Senior Notes, due October 2044 | 750,000 | 750,000 | |||||||||
| Unsecured 4.30% Senior Notes, due October 2048 | 600,000 | 600,000 | |||||||||
| Unsecured 4.125% Senior Notes, due March 2049 | 450,000 | 450,000 | |||||||||
| Unsecured 3.375% Senior Notes, due September 2049 | 500,000 | 500,000 | |||||||||
| Unsecured 2.85% Senior Notes, due February 2052 | 600,000 | 600,000 | |||||||||
| Unsecured 5.75% Senior Notes, due October 2052 | 500,000 | — | |||||||||
| Floating-rate Senior Notes, due March 2023 | — | 1,100,000 | |||||||||
| Medium-term note Series A, 1995-1, 6.67%, due December 2025 | 10,000 | 10,000 | |||||||||
| Unsecured 6.75% Debentures, due July 2028 | 150,000 | 150,000 | |||||||||
| Finance lease obligations | 50,766 | 51,850 | |||||||||
| Total long-term debt | 6,610,766 | 8,011,850 | |||||||||
| Less: | |||||||||||
| Original issue discount on unsecured senior notes and debentures | 6,188 | 3,704 | |||||||||
| Debt issuance cost | 49,420 | 46,042 | |||||||||
| Current maturities of long-term debt | 1,540 | 2,201,457 | |||||||||
| Total long-term debt, net | $ | 6,553,618 | $ | 5,760,647 |
On October 3, 2022, we completed a public offering of $500 million of 5.75% senior notes due October 2052, with an effective interest rate of 4.50%, after giving effect to the offering costs and settlement of our interest rate swaps, and $300 million of 5.45% senior notes due October 2032, with an effective interest rate of 5.57%, after giving effect to the offering costs. The net proceeds from the offering, after the underwriting discount and offering expenses, of $789.4 million were used for general corporate purposes.
Short-term debt
We utilize short-term debt to provide cost-effective, short-term financing until it can be replaced with a balance of long-term debt and equity financing that achieves the Company’s desired capital structure. Our short-term borrowing requirements are driven primarily by construction work in progress and the seasonal nature of the natural gas business.
Our short-term borrowing requirements are satisfied through a combination of a $1.5 billion commercial paper program and four committed revolving credit facilities with third-party lenders that provide $2.5 billion of total working capital funding.
Our commercial paper program is supported by a five-year unsecured $1.5 billion credit facility that expires on March 31, 2027. This facility bears interest at a base rate or at a SOFR-based rate for the applicable interest period, plus a margin ranging from zero percent to 0.25 percent for base rate advances or a margin ranging from 0.75 percent to 1.25 percent for SOFR-based advances, based on the Company’s credit ratings. Additionally, the facility contains a $250 million accordion feature, which provides the opportunity to increase the total committed loan to $1.75 billion. At June 30, 2023, there were no amounts outstanding under our commercial paper program. At September 30, 2022, there was $185.0 million outstanding under our commercial paper program.
We also have a $900 million three-year unsecured revolving credit facility, which expires March 31, 2025 and is used to provide additional working capital funding. This facility bears interest at a base rate or at a SOFR-based rate for the applicable interest period, plus a margin ranging from zero percent to 0.25 percent for base rate advances or a margin ranging from 0.75 percent to 1.25 percent for SOFR-based advances, based on the Company's credit ratings. Additionally, the facility contains a
$100 million accordion feature, which provides the opportunity to increase the total committed loan to $1.0 billion. At June 30, 2023 and September 30, 2022, there were no borrowings outstanding under this facility.
Additionally, we have a $50 million 364-day unsecured facility, which was renewed April 1, 2023 and is used to provide working capital funding. There were no borrowings outstanding under this facility as of June 30, 2023 and September 30, 2022.
Finally, we have a $50 million 364-day unsecured revolving credit facility, which was renewed March 31, 2023 and is used to issue letters of credit and to provide working capital funding. At June 30, 2023, there were no borrowings outstanding under this facility; however, outstanding letters of credit reduced the total amount available to us to $44.4 million.
On March 3, 2023, we entered into a term loan agreement for a $2.02 billion senior unsecured term loan facility that would have matured December 31, 2023. The proceeds from the facility, along with cash on hand, were used to repay at maturity on March 9, 2023 our outstanding $1.1 billion senior notes and $1.1 billion floating-rate senior notes. Under the terms of the facility, we were required to prepay the facility prior to maturity upon receiving proceeds from the issuance of certain securities that were part of a utility recovery securitization transaction authorized by the state of Texas. On March 23, 2023, we received those proceeds (see Note 8), and on March 24, 2023 we prepaid the term loan facility, thus terminating the term loan agreement and all obligations thereunder.
Debt covenants
The availability of funds under these credit facilities is subject to conditions specified in the respective credit agreements, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in these agreements. We are required by the financial covenants in each of these facilities to maintain, at the end of each fiscal quarter, a ratio of total-debt-to-total-capitalization of no greater than 70 percent. At June 30, 2023, our total-debt-to-total-capitalization ratio, as defined in the agreements, was 39 percent. In addition, both the interest margin and the fee that we pay on unused amounts under certain of these facilities are subject to adjustment depending upon our credit ratings.
These credit facilities and our public indentures contain usual and customary covenants for our business, including covenants substantially limiting liens, substantial asset sales and mergers. Additionally, our public debt indentures relating to our senior notes and debentures, as well as certain of our revolving credit agreements, each contain a default provision that is triggered if outstanding indebtedness arising out of any other credit agreements in amounts ranging from in excess of $15 million to in excess of $100 million becomes due by acceleration or if not paid at maturity. We were in compliance with all of our debt covenants as of June 30, 2023. If we were unable to comply with our debt covenants, we would likely be required to repay our outstanding balances on demand, provide additional collateral or take other corrective actions.
7. Shareholders' Equity
The following tables present a reconciliation of changes in stockholders' equity for the three and nine months ended June 30, 2023 and 2022.
| Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Total | |||||||||||||||||||||||||||||||
| Number of Shares | Stated Value | ||||||||||||||||||||||||||||||||||
| (In thousands, except share and per share data) | |||||||||||||||||||||||||||||||||||
| Balance, September 30, 2022 | 140,896,598 | $ | 704 | $ | 5,838,118 | $ | 369,112 | $ | 3,211,157 | $ | 9,419,091 | ||||||||||||||||||||||||
| Net income | — | — | — | — | 271,860 | 271,860 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 22,218 | — | 22,218 | |||||||||||||||||||||||||||||
| Cash dividends ($0.74 per share) | — | — | — | — | (104,552) | (104,552) | |||||||||||||||||||||||||||||
| Common stock issued: | |||||||||||||||||||||||||||||||||||
| Public and other stock offerings | 2,147,210 | 11 | 223,768 | — | — | 223,779 | |||||||||||||||||||||||||||||
| Stock-based compensation plans | 111,953 | 1 | 3,877 | — | — | 3,878 | |||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 143,155,761 | 716 | 6,065,763 | 391,330 | 3,378,465 | 9,836,274 | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | 357,671 | 357,671 | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | (30,333) | — | (30,333) | |||||||||||||||||||||||||||||
| Cash dividends ($0.74 per share) | — | — | — | — | (106,173) | (106,173) | |||||||||||||||||||||||||||||
| Common stock issued: | |||||||||||||||||||||||||||||||||||
| Public and other stock offerings | 1,316,930 | 6 | 143,808 | — | — | 143,814 | |||||||||||||||||||||||||||||
| Stock-based compensation plans | 11,959 | — | 3,952 | — | — | 3,952 | |||||||||||||||||||||||||||||
| Balance, March 31, 2023 | 144,484,650 | 722 | 6,213,523 | 360,997 | 3,629,963 | 10,205,205 | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | 137,807 | 137,807 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 43,406 | — | 43,406 | |||||||||||||||||||||||||||||
| Cash dividends ($0.74 per share) | — | — | — | — | (108,349) | (108,349) | |||||||||||||||||||||||||||||
| Common stock issued: | |||||||||||||||||||||||||||||||||||
| Public and other stock offerings | 2,754,533 | 15 | 315,682 | — | — | 315,697 | |||||||||||||||||||||||||||||
| Stock-based compensation plans | 65,355 | — | 8,615 | — | — | 8,615 | |||||||||||||||||||||||||||||
| Balance, June 30, 2023 | 147,304,538 | $ | 737 | $ | 6,537,820 | $ | 404,403 | $ | 3,659,421 | $ | 10,602,381 |
| Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Total | |||||||||||||||||||||||||||||||
| Number of Shares | Stated Value | ||||||||||||||||||||||||||||||||||
| (In thousands, except share and per share data) | |||||||||||||||||||||||||||||||||||
| Balance, September 30, 2021 | 132,419,754 | $ | 662 | $ | 5,023,751 | $ | 69,803 | $ | 2,812,673 | $ | 7,906,889 | ||||||||||||||||||||||||
| Net income | — | — | — | — | 249,209 | 249,209 | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | (45,947) | — | (45,947) | |||||||||||||||||||||||||||||
| Cash dividends ($0.68 per share) | — | — | — | — | (90,411) | (90,411) | |||||||||||||||||||||||||||||
| Common stock issued: | |||||||||||||||||||||||||||||||||||
| Public and other stock offerings | 2,730,115 | 13 | 265,848 | — | — | 265,861 | |||||||||||||||||||||||||||||
| Stock-based compensation plans | 275,212 | 2 | 3,942 | — | — | 3,944 | |||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 135,425,081 | 677 | 5,293,541 | 23,856 | 2,971,471 | 8,289,545 | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | 324,999 | 324,999 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 121,723 | — | 121,723 | |||||||||||||||||||||||||||||
| Cash dividends ($0.68 per share) | — | — | — | — | (93,533) | (93,533) | |||||||||||||||||||||||||||||
| Common stock issued: | |||||||||||||||||||||||||||||||||||
| Public and other stock offerings | 3,509,116 | 18 | 336,451 | — | — | 336,469 | |||||||||||||||||||||||||||||
| Stock-based compensation plans | 77,832 | — | 4,028 | — | — | 4,028 | |||||||||||||||||||||||||||||
| Balance, March 31, 2022 | 139,012,029 | 695 | 5,634,020 | 145,579 | 3,202,937 | 8,983,231 | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | 128,547 | 128,547 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 159,631 | — | 159,631 | |||||||||||||||||||||||||||||
| Cash dividends ($0.68 per share) | — | — | — | — | (95,312) | (95,312) | |||||||||||||||||||||||||||||
| Common stock issued: | |||||||||||||||||||||||||||||||||||
| Public and other stock offerings | 801,952 | 4 | 84,656 | — | — | 84,660 | |||||||||||||||||||||||||||||
| Stock-based compensation plans | 74,775 | — | 7,414 | — | — | 7,414 | |||||||||||||||||||||||||||||
| Balance, June 30, 2022 | 139,888,756 | $ | 699 | $ | 5,726,090 | $ | 305,210 | $ | 3,236,172 | $ | 9,268,171 |
Shelf Registration, At-the-Market Equity Sales Program and Equity Issuances
On March 31, 2023, we filed a shelf registration statement with the Securities and Exchange Commission (SEC) that allows us to issue up to $5.0 billion in common stock and/or debt securities, which expires March 31, 2026. This shelf registration statement replaced our previous shelf registration statement which was filed on June 29, 2021. At June 30, 2023, $4.0 billion of securities were available for issuance under this shelf registration statement.
On March 31, 2023, we filed a prospectus supplement under the shelf registration statement relating to an at-the-market (ATM) equity sales program under which we may issue and sell shares of our common stock up to an aggregate offering price of $1.0 billion through March 31, 2026 (including shares of common stock that may be sold pursuant to forward sale agreements entered into concurrently with the ATM equity sales program). This ATM equity sales program replaced our previous ATM equity sales program, filed on March 23, 2022.
During the nine months ended June 30, 2023, we executed forward sales under our ATM equity sales program with various forward sellers who borrowed and sold 4,116,489 shares of our common stock at an aggregate price of $485.7 million. During the nine months ended June 30, 2023, we also settled forward sale agreements with respect to 6,116,848 shares that had been borrowed and sold by various forward sellers under the ATM program for net proceeds of $671.6 million. As of June 30, 2023, $771.3 million of equity was available for issuance under our existing ATM program. Additionally, we had $589.5 million in available proceeds from outstanding forward sale agreements, as detailed below.
| Maturity | Shares Available | Net Proceeds Available (In thousands) | Forward Price | ||||||||||||||||||||
| March 28, 2024 | 2,099,709 | $ | 247,295 | $ | 117.78 | ||||||||||||||||||
| June 28, 2024 | 927,939 | 108,946 | $ | 117.41 | |||||||||||||||||||
| September 30, 2024 | 1,133,978 | 132,104 | $ | 116.50 | |||||||||||||||||||
| December 31, 2024 | 864,175 | 101,138 | $ | 117.03 | |||||||||||||||||||
| Total | 5,025,801 | $ | 589,483 | $ | 117.29 |
Accumulated Other Comprehensive Income (Loss)
We record deferred gains (losses) in AOCI related to available-for-sale debt securities and interest rate agreement cash flow hedges. Deferred gains (losses) for our available-for-sale debt securities are recognized in earnings upon settlement, while deferred gains (losses) related to our interest rate agreement cash flow hedges are recognized in earnings on a straight-line basis over the life of the related financing. The following tables provide the components of our accumulated other comprehensive income (loss) balances, net of the related tax effects allocated to each component of other comprehensive income (loss).
| Available- for-Sale Securities | Interest Rate Agreement Cash Flow Hedges | Total | |||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| September 30, 2022 | $ | (495) | $ | 369,607 | $ | 369,112 | |||||||||||||||||
| Other comprehensive income before reclassifications | 100 | 36,781 | 36,881 | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | (1,590) | (1,590) | ||||||||||||||||||||
| Net current-period other comprehensive income | 100 | 35,191 | 35,291 | ||||||||||||||||||||
| June 30, 2023 | $ | (395) | $ | 404,798 | $ | 404,403 |
| Available- for-Sale Securities | Interest Rate Agreement Cash Flow Hedges | Total | |||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| September 30, 2021 | $ | 47 | $ | 69,756 | $ | 69,803 | |||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (336) | 233,511 | 233,175 | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | 2,232 | 2,232 | ||||||||||||||||||||
| Net current-period other comprehensive income (loss) | (336) | 235,743 | 235,407 | ||||||||||||||||||||
| June 30, 2022 | $ | (289) | $ | 305,499 | $ | 305,210 |
8. Winter Storm Uri
Overview
As described in Note 9 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, a historic winter storm impacted supply, market pricing and demand for natural gas in our service territories in mid-February 2021. During this time, the governors of Kansas and Texas each declared a state of emergency, and certain regulatory agencies issued emergency orders that impacted the utility and natural gas industries, including statewide utilities curtailment programs and orders encouraging or requiring jurisdictional natural gas utilities to work to ensure customers were provided with safe and reliable natural gas service.
Due to the historic nature of this winter storm, we experienced unforeseeable and unprecedented market pricing for gas costs, which resulted in aggregated natural gas purchases during the month of February of approximately $2.3 billion. These gas costs were paid using funds received from a public offering of debt securities completed in March 2021 of $2.2 billion. On March 3, 2023, we entered into a term loan agreement for a $2.02 billion senior unsecured term loan facility and used the proceeds, along with cash on hand, to repay at maturity the outstanding $2.2 billion senior notes that matured on March 9, 2023.
Regulatory Asset Accounting
Our purchased gas costs are recoverable through purchased gas cost adjustment mechanisms in each state where we operate. Due to the unprecedented level of purchased gas costs incurred during Winter Storm Uri, the Kansas Corporation
Commission (KCC) and the Railroad Commission of Texas (RRC) issued orders authorizing natural gas utilities to record a regulatory asset to account for the extraordinary costs associated with the winter storm. Pursuant to these orders, we recorded a regulatory asset for incremental costs, including certain carrying costs, incurred in Kansas and Texas. As of June 30, 2023, the regulatory assets related to costs incurred in Kansas and in Texas have been relieved as discussed below. Additionally, pursuant to a separate regulatory order issued by the RRC, we have deferred $32.4 million in carrying costs incurred after September 1, 2022, which we anticipate recovering in future regulatory filings. We have recorded the regulatory asset for Texas as a long-term asset in deferred charges and other assets as of June 30, 2023.
Securitization Proceedings
To minimize the impact on the customer bill by extending the recovery periods for these unprecedented purchased gas costs, the Kansas and Texas State Legislatures each enacted securitization legislation during fiscal 2021, as described in further detail in Note 9 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.
Kansas
The KCC issued a financing order on October 25, 2022, which authorized us to securitize, through the issuance of bonds, the qualified extraordinary costs associated with the winter storm. As part of the order, we created AEK, a special-purpose, wholly-owned subsidiary of Atmos Energy, and filed a registration statement with the SEC for the purpose of issuing securitized utility tariff bonds. The registration statement was declared effective on June 8, 2023.
As discussed in Note 9 to the condensed consolidated financial statements, AEK issued $95 million of Securitized Utility Tariff Bonds and used the proceeds from the issuance to purchase the Securitized Utility Tariff Property from Atmos Energy for $92.3 million. As a result of this transaction, Atmos Energy relieved $92.3 million of a regulatory asset related to costs incurred in Kansas that was recorded in deferred charges and other assets.
Texas
On February 8, 2022, the RRC issued a Financing Order that authorized the Texas Public Financing Authority (TPFA) to issue customer rate relief bonds to securitize the costs that were approved in the Final Determination over a period not to exceed 30 years. The TPFA authorized the creation of the Texas Natural Gas Securitization Finance Corporation (the Finance Corporation) as an issuing financing entity for the purpose of issuing customer rate relief bonds. On March 23, 2023, the Finance Corporation issued $3.5 billion in customer rate relief bonds with varying scheduled final maturities from 12 to 18 years. The bonds are obligations of the Finance Corporation, payable from the customer rate relief charges and other bond collateral, and are not an obligation of Atmos Energy. When we begin collecting the customer rate relief charges on October 1, 2023, such property shall be solely owned by the Finance Corporation and not available to pay creditors of Atmos Energy.
On March 23, 2023, we received proceeds from the Finance Corporation in the amount of $2.02 billion, and we relieved $2.02 billion in regulatory assets related to costs incurred in Texas. U.S. GAAP does not provide comprehensive recognition and measurement guidance for many forms of government assistance received by business entities. Accordingly, we have accounted for the proceeds received from the Finance Corporation by analogy to International Accounting Standards No. 20, "Accounting for Government Grants and Disclosure of Government Assistance" consistent with a grant related to income. The proceeds received and the corresponding derecognition of the deferred regulatory asset have been reflected in purchased gas cost and interest charges in our condensed consolidated statements of comprehensive income. As the proceeds reflect the recovery of the regulatory asset, there was no impact to earnings. The proceeds are reflected in our condensed consolidated statements of cash flow as an increase in operating cash flow. As discussed in Note 6 to the condensed consolidated financial statements, we used the proceeds from the Finance Corporation to repay a term loan facility.
9. Variable Interest Entity
AEK is a special-purpose, wholly-owned subsidiary of Atmos Energy that was formed for the purpose of issuing securitized bonds to recover extraordinary costs incurred during Winter Storm Uri. On June 20, 2023, AEK completed a public offering of $95 million of 5.155% Series 2023-A Senior Secured Securitized Utility Tariff Bonds with a term of 10 years and semi-annual payments of principal and interest. The net proceeds from the offering, after the underwriting discount and offering expenses, of $93.7 million were primarily used to purchase the Securitized Utility Tariff Property from Atmos Energy for $92.3 million. The bonds are governed by an indenture between AEK and the indenture trustee. The indenture contains certain covenants that restrict AEK's ability to sell, transfer, convey, exchange or otherwise dispose of its assets. AEK's assets cannot be used to settle Atmos Energy's obligations, and the holders of the Securitized Utility Tariff Bonds have no recourse against Atmos Energy. See Note 8 to the condensed consolidated financial statements for additional information about the securitization transaction.
Because AEK's equity at risk is less than 1% of its total assets, it is considered to be a variable interest entity. Atmos Energy has the power to direct the most significant financial and operating activities of AEK, including billing, collections and remittance of customer cash receipts to enable AEK to service the principal and interest payments due under the Securitized Utility Tariff Bonds. Atmos Energy also has the obligation to absorb losses and rights to receive returns from AEK. Therefore, Atmos Energy is the primary beneficiary of AEK, and as a result, AEK is included in the condensed consolidated financial statements of Atmos Energy. No gain or loss was recognized upon initial consolidation.
The Securitized Utility Tariff Property that was acquired by AEK is classified as a securitized intangible asset on our condensed consolidated balance sheets. This securitized intangible asset will be amortized over 10 years, the estimated period needed to collect the required amounts from Atmos Energy's customers to service the Securitized Utility Tariff Bonds, with a weighted average amortization period of 5.31 years. The amortization expense related to the securitized intangible asset will be included in depreciation and amortization expense in our condensed consolidated statements of comprehensive income. We did not record amortization expense related to the securitized intangible asset for the three and nine months ended June 30, 2023 as billing did not begin until July 1, 2023.
The following table summarizes the impact of AEK on our condensed consolidated balance sheet, for the period indicated:
| June 30, 2023 | ||||||||
| (In thousands) | ||||||||
| Restricted cash and cash equivalents | $ | 1,876 | ||||||
| Securitized intangible asset, net | $ | 93,600 | ||||||
| Current maturities of securitized long-term debt | $ | 5,973 | ||||||
| Securitized long-term debt | $ | 89,027 |
There were no material impacts to the condensed consolidated statements of comprehensive income for the three and nine months ended June 30, 2023.
The following table summarizes the maturities of the securitized long-term debt and the amortization expense related to the securitized intangible asset expected to be recognized in our consolidated statements of comprehensive income:
| Maturities of Securitized Long-Term Debt | Amortization Expense of Securitized Intangible Asset | |||||||||||||
| For the fiscal year ending: | (In thousands) | |||||||||||||
| 2023 | $ | — | $ | 2,368 | ||||||||||
| 2024 | 9,922 | 8,073 | ||||||||||||
| 2025 | 8,207 | 8,121 | ||||||||||||
| 2026 | 8,635 | 8,545 | ||||||||||||
| 2027 | 9,086 | 8,991 | ||||||||||||
| Thereafter | 59,150 | 57,502 | ||||||||||||
| Total | $ | 95,000 | $ | 93,600 |
The securitized long-term debt is recorded at carrying value. The fair value of the securitized long-term debt is determined using third party market value quotations, which are considered Level 2 fair value measurements for debt instruments where fair value is determined using the most recent available quoted market price. The carrying value and fair value of the securitized long-term debt as of June 30, 2023 is $95.0 million and $94.2 million.
10. Interim Pension and Other Postretirement Benefit Plan Information
The components of our net periodic pension cost for our pension and other postretirement benefit plans for the three and nine months ended June 30, 2023 and 2022 are presented in the following tables. Most of these costs are recoverable through our tariff rates. A portion of these costs is capitalized into our rate base or deferred as a regulatory asset or liability. The remaining costs are recorded as a component of operation and maintenance expense or other non-operating expense.
In the third quarter of fiscal 2023, due to the retirement of certain executives, we recognized a settlement charge of $1.0 million associated with our Supplemental Executive Retirement Plan and revalued the net periodic pension cost for the remainder of fiscal 2023. The revaluation of the net periodic pension cost for our Supplemental Executive Retirement Plan resulted in a decrease in the discount rate, effective April 30, 2023, to 5.21% from 5.71%, which will decrease our net periodic pension cost by approximately $0.1 million for the remainder of the fiscal year.
| Three Months Ended June 30 | |||||||||||||||||||||||
| Pension Benefits | Other Benefits | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Components of net periodic pension cost: | |||||||||||||||||||||||
| Service cost | $ | 2,915 | $ | 4,323 | $ | 1,546 | $ | 2,559 | |||||||||||||||
| Interest cost (1) | 7,265 | 5,063 | 3,478 | 2,683 | |||||||||||||||||||
| Expected return on assets (1) | (7,278) | (7,383) | (2,804) | (3,312) | |||||||||||||||||||
| Amortization of prior service cost (credit) (1) | (30) | (58) | (3,285) | (3,308) | |||||||||||||||||||
| Amortization of actuarial (gain) loss (1) | 178 | 1,951 | (1,863) | — | |||||||||||||||||||
| Settlements (1) | 1,030 | — | — | — | |||||||||||||||||||
| Net periodic pension cost | $ | 4,080 | $ | 3,896 | $ | (2,928) | $ | (1,378) |
| Nine Months Ended June 30 | |||||||||||||||||||||||
| Pension Benefits | Other Benefits | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Components of net periodic pension cost: | |||||||||||||||||||||||
| Service cost | $ | 8,731 | $ | 12,970 | $ | 4,637 | $ | 7,676 | |||||||||||||||
| Interest cost (1) | 21,915 | 15,190 | 10,433 | 8,050 | |||||||||||||||||||
| Expected return on assets (1) | (21,835) | (22,149) | (8,411) | (9,937) | |||||||||||||||||||
| Amortization of prior service cost (credit) (1) | (91) | (174) | (9,856) | (9,925) | |||||||||||||||||||
| Amortization of actuarial (gain) loss (1) | 506 | 5,853 | (5,589) | — | |||||||||||||||||||
| Settlements (1) | 1,030 | — | — | — | |||||||||||||||||||
| Net periodic pension cost | $ | 10,256 | $ | 11,690 | $ | (8,786) | $ | (4,136) |
(1) The components of net periodic cost other than the service cost component are included in the line item other non-operating expense in the condensed consolidated statements of comprehensive income or are capitalized on the condensed consolidated balance sheets as a regulatory asset or liability, as described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.
We made a voluntary contribution of $8.0 million to our pension plan during the third quarter of fiscal 2023.
For the nine months ended June 30, 2023 we contributed $9.9 million to our postretirement medical plan. We anticipate contributing a total of between $12 million and $15 million to our postretirement medical plan during fiscal 2023.
11. Commitments and Contingencies
Litigation and Environmental Matters
In the normal course of business, we are subject to various legal and regulatory proceedings. For such matters, we record liabilities when they are considered probable and estimable, based on currently available facts, our historical experience and our estimates of the ultimate outcome or resolution of the liability in the future. While the outcome of these proceedings is uncertain and a loss in excess of the amount we have accrued is possible though not reasonably estimable, it is the opinion of management that any amounts exceeding the accruals will not have a material adverse impact on our financial position, results of operations or cash flows.
We are a party to various other litigation and environmental-related matters or claims that have arisen in the ordinary course of our business. While the results of such litigation and response actions to such environmental-related matters or claims cannot be predicted with certainty, we continue to believe the final outcome of such litigation and matters or claims will not have a material adverse effect on our financial condition, results of operations or cash flows.
Purchase Commitments
Our distribution divisions maintain supply contracts with several vendors that generally cover a period of up to one year. Commitments for estimated base gas volumes are established under these contracts on a monthly basis at contractually negotiated prices. Commitments for incremental daily purchases are made as necessary during the month in accordance with the terms of the individual contract.
Our Mid-Tex Division also maintains a limited number of long-term supply contracts to ensure a reliable source of gas for our customers in its service area, which obligate it to purchase specified volumes at prices under contracts indexed to natural
gas hubs or fixed price contracts. These purchase commitment contracts are detailed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. At June 30, 2023, we were committed to purchase 70.9 Bcf within one year and 91.7 Bcf within two to three years under indexed contracts. At June 30, 2023, we were committed to purchase 17.0 Bcf within one year under fixed price contracts with a weighted average price of $2.78 per Mcf.
Rate Regulatory Proceedings
As of June 30, 2023, routine rate regulatory proceedings were in progress in several of our service areas, which are discussed in further detail below in Management’s Discussion and Analysis — Recent Ratemaking Developments. Except for these proceedings, there were no material changes to rate regulatory proceedings for the nine months ended June 30, 2023.
12. Income Taxes
Income Tax Expense
Our interim effective tax rates reflect the estimated annual effective tax rates for the fiscal years ended September 30, 2023 and 2022, adjusted for tax expense associated with certain discrete items. The effective tax rates for the three months ended June 30, 2023 and 2022 were 10.6% and 9.3% and for the nine months ended June 30, 2023 and 2022 were 11.0% and 8.5%. These effective tax rates differ from the federal statutory tax rate of 21% primarily due to the amortization of excess deferred federal income tax liabilities, tax credits, state income taxes and other permanent book-to-tax differences. These adjustments have a relative impact on the effective tax rate proportionally to pretax income or loss.
Regulatory Excess Deferred Taxes
Regulatory excess net deferred taxes represent changes in our net deferred tax liability related to our cost of service ratemaking due to the enactment of the Tax Cuts and Jobs Act of 2017 (the TCJA) and a Kansas legislative change enacted in fiscal 2020. Currently, the regulatory excess net deferred tax liability of $378.2 million is being returned over various periods. Of this amount, $320.7 million is being returned to customers over 35 - 60 months. An additional $54.5 million is being returned to customers on a provisional basis over 15 - 69 years until our regulators establish the final refund periods. The refund of the remaining $3.0 million will be addressed in future rate proceedings.
As of June 30, 2023 and September 30, 2022, $147.9 million and $159.8 million is recorded in other current liabilities.
13. Financial Instruments
We currently use financial instruments to mitigate commodity price risk and interest rate risk. The objectives and strategies for using financial instruments and the related accounting for these financial instruments are fully described in Notes 2 and 15 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. During the nine months ended June 30, 2023, there were no material changes in our objectives, strategies and accounting for using financial instruments. Our financial instruments do not contain any credit-risk-related or other contingent features that could cause payments to be accelerated when our financial instruments are in net liability positions. The following summarizes those objectives and strategies.
Commodity Risk Management Activities
Our purchased gas cost adjustment mechanisms essentially insulate our distribution segment from commodity price risk; however, our customers are exposed to the effects of volatile natural gas prices. We manage this exposure through a combination of physical storage, fixed-price forward contracts and financial instruments, primarily over-the-counter swap and option contracts, in an effort to minimize the impact of natural gas price volatility on our customers during the winter heating season.
We typically seek to hedge between 25 and 50 percent of anticipated heating season gas purchases using financial instruments. For the 2022-2023 heating season (generally October through March), in the jurisdictions where we are permitted to utilize financial instruments, we hedged approximately 32 percent, or 17.7 Bcf, of the winter flowing gas requirements. We have not designated these financial instruments as hedges for accounting purposes.
Interest Rate Risk Management Activities
We manage interest rate risk by periodically entering into financial instruments to effectively fix the Treasury yield component of the interest cost associated with anticipated financings.
In March and April 2023, we entered into forward starting interest rate swaps to effectively fix the Treasury yield component associated with $250 million of planned issuances of unsecured senior notes in fiscal 2024. These swaps were designated as cash flow hedges at the time the agreements were executed.
The following table summarizes our existing forward starting interest rate swaps as of June 30, 2023.
| Planned Debt Issuance Date | Amount Hedged | |||||||||||||
| (In thousands) | ||||||||||||||
| Fiscal 2024 | $ | 700,000 | ||||||||||||
| Fiscal 2025 | 600,000 | |||||||||||||
| Fiscal 2026 | 300,000 | |||||||||||||
| $ | 1,600,000 |
Quantitative Disclosures Related to Financial Instruments
The following tables present detailed information concerning the impact of financial instruments on our condensed consolidated balance sheet and statements of comprehensive income.
As of June 30, 2023, our financial instruments were comprised of both long and short commodity positions. A long position is a contract to purchase the commodity, while a short position is a contract to sell the commodity. As of June 30, 2023, we had 19,735 MMcf of net long commodity contracts outstanding. These contracts have not been designated as hedges.
Financial Instruments on the Balance Sheet
The following tables present the fair value and balance sheet classification of our financial instruments as of June 30, 2023 and September 30, 2022. The gross amounts of recognized assets and liabilities are netted within our condensed consolidated balance sheets to the extent that we have netting arrangements with our counterparties. However, as of June 30, 2023 and September 30, 2022, no gross amounts and no cash collateral were netted within our consolidated balance sheet.
| June 30, 2023 | |||||||||||||||||
| Balance Sheet Location | Assets | Liabilities | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Designated As Hedges: | |||||||||||||||||
| Interest rate contracts | Other current assets / Other current liabilities | $ | 123,716 | $ | — | ||||||||||||
| Interest rate contracts | Deferred charges and other assets / Deferred credits and other liabilities | 278,771 | — | ||||||||||||||
| Total | 402,487 | — | |||||||||||||||
| Not Designated As Hedges: | |||||||||||||||||
| Commodity contracts | Other current assets / Other current liabilities | 2,811 | (9,752) | ||||||||||||||
| Commodity contracts | Deferred charges and other assets / Deferred credits and other liabilities | 678 | (503) | ||||||||||||||
| Total | 3,489 | (10,255) | |||||||||||||||
| Gross / Net Financial Instruments | $ | 405,976 | $ | (10,255) | |||||||||||||
| September 30, 2022 | |||||||||||||||||
| Balance Sheet Location | Assets | Liabilities | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Designated As Hedges: | |||||||||||||||||
| Interest rate contracts | Deferred charges and other assets / Deferred credits and other liabilities | $ | 355,075 | $ | — | ||||||||||||
| Total | 355,075 | — | |||||||||||||||
| Not Designated As Hedges: | |||||||||||||||||
| Commodity contracts | Other current assets / Other current liabilities | 26,207 | (3,000) | ||||||||||||||
| Commodity contracts | Deferred charges and other assets / Deferred credits and other liabilities | 709 | (1,129) | ||||||||||||||
| Total | 26,916 | (4,129) | |||||||||||||||
| Gross / Net Financial Instruments | $ | 381,991 | $ | (4,129) | |||||||||||||
Impact of Financial Instruments on the Statement of Comprehensive Income
Cash Flow Hedges
As discussed above, our distribution segment has interest rate agreements, which we designated as cash flow hedges at the time the agreements were executed. The net (gain) loss on settled interest rate agreements reclassified from AOCI into interest charges on our condensed consolidated statements of comprehensive income for the three months ended June 30, 2023 and 2022 was $(0.7) million and $1.0 million and for the nine months ended June 30, 2023 and 2022 was $(2.1) million and $2.9 million.
The following table summarizes the gains and losses arising from hedging transactions that were recognized as a component of other comprehensive income (loss), net of taxes, for the three and nine months ended June 30, 2023 and 2022.
| Three Months Ended June 30 | Nine Months Ended June 30 | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Increase in fair value: | |||||||||||||||||||||||
| Interest rate agreements | $ | 44,057 | $ | 158,993 | $ | 36,781 | $ | 233,511 | |||||||||||||||
| Recognition of (gains) losses in earnings due to settlements: | |||||||||||||||||||||||
| Interest rate agreements | (530) | 744 | (1,590) | 2,232 | |||||||||||||||||||
| Total other comprehensive income from hedging, net of tax | $ | 43,527 | $ | 159,737 | $ | 35,191 | $ | 235,743 |
Deferred gains (losses) recorded in AOCI associated with our interest rate agreements are recognized in earnings as they are amortized over the terms of the underlying debt instruments. As of June 30, 2023, we had $92.6 million of net realized gains in AOCI associated with our interest rate agreements. The following amounts, net of deferred taxes, represent the expected recognition in earnings of the deferred net gains recorded in AOCI associated with our interest rate agreements, based upon the fair values of these agreements at the date of settlement. The remaining amortization periods for these settled amounts extend through fiscal 2053. However, the table below does not include the expected recognition in earnings of our outstanding interest rate swaps as those instruments have not yet settled.
| Interest Rate Agreements | |||||
| (In thousands) | |||||
| Next twelve months | $ | 2,120 | |||
| Thereafter | 90,437 | ||||
| Total | $ | 92,557 |
Financial Instruments Not Designated as Hedges
As discussed above, commodity contracts which are used in our distribution segment are not designated as hedges. However, there is no earnings impact on our distribution segment as a result of the use of these financial instruments because the gains and losses arising from the use of these financial instruments are recognized in the consolidated statement of comprehensive income as a component of purchased gas cost when the related costs are recovered through our rates and recognized in revenue. Accordingly, the impact of these financial instruments is excluded from this presentation.
14. Fair Value Measurements
We report certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We record cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, and short-term debt at carrying value, which substantially approximates fair value due to the short-term nature of these assets and liabilities. For other financial assets and liabilities, we primarily use quoted market prices and other observable market pricing information to minimize the use of unobservable pricing inputs in our measurements when determining fair value. The methods used to determine fair value for our assets and liabilities are fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. During the nine months ended June 30, 2023, there were no changes in these methods.
Fair value measurements also apply to the valuation of our pension and postretirement plan assets. Current accounting guidance requires employers to annually disclose information about fair value measurements of the assets of a defined benefit pension or other postretirement plan. The fair value of these assets is presented in Note 10 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.
Quantitative Disclosures
Financial Instruments
The classification of our fair value measurements requires judgment regarding the degree to which market data is observable or corroborated by observable market data. Authoritative accounting literature establishes a fair value hierarchy that prioritizes the inputs used to measure fair value based on observable and unobservable data. The hierarchy categorizes the inputs into three levels, with the highest priority given to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1), with the lowest priority given to unobservable inputs (Level 3). The following tables summarize, by level within the fair value hierarchy, our assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2023 and September 30, 2022. Assets and liabilities are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement.
| Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2)****(1) | Significant Other Unobservable Inputs (Level 3) | Netting and Cash Collateral | June 30, 2023 | |||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Financial instruments | $ | — | $ | 405,976 | $ | — | $ | — | $ | 405,976 | |||||||||||||||||||
| Debt and equity securities | |||||||||||||||||||||||||||||
| Registered investment companies | 27,569 | — | — | — | 27,569 | ||||||||||||||||||||||||
| Bond mutual funds | 37,267 | — | — | — | 37,267 | ||||||||||||||||||||||||
| Bonds (2) | — | 34,058 | — | — | 34,058 | ||||||||||||||||||||||||
| Money market funds | — | 5,485 | — | — | 5,485 | ||||||||||||||||||||||||
| Total debt and equity securities | 64,836 | 39,543 | — | — | 104,379 | ||||||||||||||||||||||||
| Total assets | $ | 64,836 | $ | 445,519 | $ | — | $ | — | $ | 510,355 | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Financial instruments | $ | — | $ | 10,255 | $ | — | $ | — | $ | 10,255 |
| Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2)****(1) | Significant Other Unobservable Inputs (Level 3) | Netting and Cash Collateral | September 30, 2022 | |||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Financial instruments | $ | — | $ | 381,991 | $ | — | $ | — | $ | 381,991 | |||||||||||||||||||
| Debt and equity securities | |||||||||||||||||||||||||||||
| Registered investment companies | 26,367 | — | — | — | 26,367 | ||||||||||||||||||||||||
| Bond mutual funds | 32,367 | — | — | — | 32,367 | ||||||||||||||||||||||||
| Bonds (2) | — | 33,433 | — | — | 33,433 | ||||||||||||||||||||||||
| Money market funds | — | 3,845 | — | — | 3,845 | ||||||||||||||||||||||||
| Total debt and equity securities | 58,734 | 37,278 | — | — | 96,012 | ||||||||||||||||||||||||
| Total assets | $ | 58,734 | $ | 419,269 | $ | — | $ | — | $ | 478,003 | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Financial instruments | $ | — | $ | 4,129 | $ | — | $ | — | $ | 4,129 |
(1)Our Level 2 measurements consist of over-the-counter options and swaps, which are valued using a market-based approach in which observable market prices are adjusted for criteria specific to each instrument, such as the strike price, notional amount or basis differences, municipal and corporate bonds, which are valued based on the most recent available quoted market prices and money market funds that are valued at cost.
(2)Our investments in bonds are considered available-for-sale debt securities in accordance with current accounting guidance.
Debt and equity securities are comprised of our available-for-sale debt securities and our equity securities. As described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, we evaluate the performance of our available-for-sale debt securities on an investment by investment basis for impairment, taking into consideration the investment’s purpose, volatility, current returns and any intent to sell the security. As of June 30, 2023, no allowance for credit losses was recorded for our available-for-sale debt securities. At June 30, 2023 and September 30, 2022, the amortized cost of our available-for-sale debt securities was $34.6 million and $34.1 million. At June 30, 2023, we maintained investments in bonds that have contractual maturity dates ranging from July 2023 through September 2026.
Other Fair Value Measures
Our long-term debt is recorded at carrying value. The fair value of our long-term debt, excluding finance leases, is determined using third party market value quotations, which are considered Level 1 fair value measurements for debt instruments with a recent, observable trade or Level 2 fair value measurements for debt instruments where fair value is determined using the most recent available quoted market price. The carrying value of our finance leases materially approximates fair value. The following table presents the carrying value and fair value of our long-term debt, excluding finance leases, debt issuance costs and original issue premium or discount, as of June 30, 2023 and September 30, 2022:
| June 30, 2023 | September 30, 2022 | ||||||||||
| (In thousands) | |||||||||||
| Carrying Amount | $ | 6,560,000 | $ | 7,960,000 | |||||||
| Fair Value | $ | 5,760,036 | $ | 6,918,843 |
15. Concentration of Credit Risk
Information regarding our concentration of credit risk is disclosed in Note 17 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. During the nine months ended June 30, 2023, there were no material changes in our concentration of credit risk.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Atmos Energy Corporation
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Atmos Energy Corporation (the Company) as of June 30, 2023, the related condensed consolidated statements of comprehensive income for the three and nine month periods ended June 30, 2023 and 2022, the condensed consolidated statements of cash flows for the nine month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the "condensed consolidated interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of September 30, 2022, the related consolidated statements of comprehensive income, shareholders’ equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated November 14, 2022, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of September 30, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ ERNST & YOUNG LLP
Dallas, Texas
August 2, 2023
Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations