ATMOS ENERGY CORPORATION (NYSE:ATO) Files An 8-K Other Events
Item 8.01. Other Events
Atmos Energy Corporation, a Texas and Virginia corporation (Atmos
Energy or the Company), has filed this Current Report on Form 8-K
(the Form 8-K) to provide a recast of the presentation of our
consolidated financial statements filed with the Securities and
Exchange Commission (SEC) in the Companys Annual Report on Form
10-K for the year ended September 30, 2016, filed on November 14,
2016 (the Fiscal 2016 Form 10-K) to reflect changes in the
Company’s reportable segments which took effect on December 1,
2016 and the presentation of the Company’s nonregulated natural
gas marketing business as discontinued operations.
Energy or the Company), has filed this Current Report on Form 8-K
(the Form 8-K) to provide a recast of the presentation of our
consolidated financial statements filed with the Securities and
Exchange Commission (SEC) in the Companys Annual Report on Form
10-K for the year ended September 30, 2016, filed on November 14,
2016 (the Fiscal 2016 Form 10-K) to reflect changes in the
Company’s reportable segments which took effect on December 1,
2016 and the presentation of the Company’s nonregulated natural
gas marketing business as discontinued operations.
As disclosed in our Quarterly Report on Form 10-Q for the period
ended December 31, 2016 (First Quarter Fiscal 2017 Form 10-Q),
effective January 1, 2017, we closed the sale of all the equity
interests of Atmos Energy Marketing, LLC (AEM) to CenterPoint
Energy Services, Inc., a subsidiary of CenterPoint Energy Inc. Upon
the closing of that sale, Atmos Energy fully exited the
nonregulated natural gas marketing business. Following the
announcement of the sale of AEM, Atmos Energy revised the
information used by our chief operating decision maker to manage
the Company. Effective December 1, 2016, we have been managing and
reviewing our consolidated operations through the following three
reportable segments: (i) Distribution, (ii) Pipeline and Storage
and (iii) Natural Gas Marketing (comprised solely of our
discontinued natural gas marketing operations) instead of the
following reportable segments prior to that time: (i) Regulated
Distribution, (ii) Regulated Pipeline and (iii) Nonregulated. The
Company also began to report under the new reporting structure
effective with the filing of our First Quarter Fiscal 2017 Form
10-Q. Further, as a result of the sale, we presented the results of
AEM as discontinued operations as of December 31, 2016. The
following items of our Fiscal 2016 Form 10-K and related exhibits
have been recast to reflect the segment changes and discontinued
operations presentation described above, to the extent applicable,
and are filed as exhibits to this Form 8-K and incorporated herein
by reference:
ended December 31, 2016 (First Quarter Fiscal 2017 Form 10-Q),
effective January 1, 2017, we closed the sale of all the equity
interests of Atmos Energy Marketing, LLC (AEM) to CenterPoint
Energy Services, Inc., a subsidiary of CenterPoint Energy Inc. Upon
the closing of that sale, Atmos Energy fully exited the
nonregulated natural gas marketing business. Following the
announcement of the sale of AEM, Atmos Energy revised the
information used by our chief operating decision maker to manage
the Company. Effective December 1, 2016, we have been managing and
reviewing our consolidated operations through the following three
reportable segments: (i) Distribution, (ii) Pipeline and Storage
and (iii) Natural Gas Marketing (comprised solely of our
discontinued natural gas marketing operations) instead of the
following reportable segments prior to that time: (i) Regulated
Distribution, (ii) Regulated Pipeline and (iii) Nonregulated. The
Company also began to report under the new reporting structure
effective with the filing of our First Quarter Fiscal 2017 Form
10-Q. Further, as a result of the sale, we presented the results of
AEM as discontinued operations as of December 31, 2016. The
following items of our Fiscal 2016 Form 10-K and related exhibits
have been recast to reflect the segment changes and discontinued
operations presentation described above, to the extent applicable,
and are filed as exhibits to this Form 8-K and incorporated herein
by reference:
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Exhibit 12 – Computation of Ratio of Earnings to Fixed
Charges |
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Exhibit 99.1
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Item 1. Business
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Item 2. Properties
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Item 6. Selected Financial Data
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Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations |
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Item 7A. Quantitative and Qualitative Disclosures About
Market Risk |
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Item 8. Financial Statements and Supplementary Data
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Exhibit 101.INS – XBRL Instance Document
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Exhibit 101.SCH – XBRL Taxonomy Extension Schema
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Exhibit 101.CAL – XBRL Taxonomy Extension Calculation
Linkbase |
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Exhibit 101.DEF – XBRL Taxonomy Extension Definition
Linkbase |
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Exhibit 101.LAB – XBRL Taxonomy Extension Label Linkbase
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Exhibit 101.PRE – XBRL Taxonomy Extension Presentation
Linkbase |
The change in segments and presentation of discontinued operations
had no impact on the Companys historical consolidated financial
position, results of operations or cash flows, as reflected in the
recast consolidated financial statements contained in Exhibit 99.1
to this Form 8-K. The recast consolidated financial statements also
do not represent a restatement of previously issued consolidated
financial statements. No attempt has been made in this Form 8-K,
and it should not be read, to modify or update disclosures as
presented in the Fiscal 2016 Form 10-K to reflect events or
occurrences after November 14, 2016, the date of the filing of the
Fiscal 2016 Form 10-K, except for Note 15-Discontinued Operations,
which has been substituted for
had no impact on the Companys historical consolidated financial
position, results of operations or cash flows, as reflected in the
recast consolidated financial statements contained in Exhibit 99.1
to this Form 8-K. The recast consolidated financial statements also
do not represent a restatement of previously issued consolidated
financial statements. No attempt has been made in this Form 8-K,
and it should not be read, to modify or update disclosures as
presented in the Fiscal 2016 Form 10-K to reflect events or
occurrences after November 14, 2016, the date of the filing of the
Fiscal 2016 Form 10-K, except for Note 15-Discontinued Operations,
which has been substituted for
the former Note 15-Subsequent Events, which appeared in Item 8 to
the Fiscal 2016 Form 10-K as filed, or except as may be otherwise
specifically provided in Exhibit 99.1 to this Form 8-K.
the Fiscal 2016 Form 10-K as filed, or except as may be otherwise
specifically provided in Exhibit 99.1 to this Form 8-K.
Accordingly, this Form 8-K (including Exhibit 99.1) should be
read in conjunction with the Fiscal 2016 Form 10-K and the
Company’s filings made with the SEC subsequent to the filing of
the Fiscal 2016 Form 10-K, including the First Quarter Fiscal
2017 Form 10-Q, in which the retrospective application of the
Companys new segments was presented for the quarterly periods
ended December 31, 2016 and 2015. The Company is filing this Form
8-K so that the information in our annual financial statements
for the fiscal years prior to fiscal 2017, which have been or may
be incorporated by reference in any document that the Company has
filed or may file from time to time with the SEC, would reflect
the Companys realigned reportable segments and discontinued
operations presentation.
read in conjunction with the Fiscal 2016 Form 10-K and the
Company’s filings made with the SEC subsequent to the filing of
the Fiscal 2016 Form 10-K, including the First Quarter Fiscal
2017 Form 10-Q, in which the retrospective application of the
Companys new segments was presented for the quarterly periods
ended December 31, 2016 and 2015. The Company is filing this Form
8-K so that the information in our annual financial statements
for the fiscal years prior to fiscal 2017, which have been or may
be incorporated by reference in any document that the Company has
filed or may file from time to time with the SEC, would reflect
the Companys realigned reportable segments and discontinued
operations presentation.
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this Current Report on Form 8-K may
contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. All statements other than
statements of historical fact included in this Report are
forward-looking statements made in good faith by us 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 Report, or any other of our documents
or oral presentations, the words anticipate, believe, estimate,
expect, forecast, goal, intend, objective, plan, projection,
seek, strategy or similar words are intended to identify
forward-looking statements.
contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. All statements other than
statements of historical fact included in this Report are
forward-looking statements made in good faith by us 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 Report, or any other of our documents
or oral presentations, the words anticipate, believe, estimate,
expect, forecast, goal, intend, objective, plan, projection,
seek, strategy or similar words are intended to identify
forward-looking statements.
Such forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ
materially from those expressed or implied in the statements
relating to our strategy, operations, markets, services, rates,
recovery of costs, availability of gas supply and other
factors. These risks and uncertainties include the following:
our ability to continue to access the credit and capital
markets to satisfy our liquidity requirements; regulatory
trends and decisions, including the impact of rate proceedings
before various state regulatory commissions; the impact of
adverse economic conditions on our customers; the effects of
inflation and changes in the availability and price of natural
gas; market risks beyond our control affecting our risk
management activities, including commodity price volatility,
counterparty creditworthiness or performance and interest rate
risk; the concentration of our distribution, pipeline and
storage operations in Texas; increased competition from energy
suppliers and alternative forms of energy; adverse weather
conditions; the capital-intensive nature of our natural gas
distribution business; increased costs of providing health care
benefits along with pension and postretirement health care
benefits and increased funding requirements; the inability to
continue to hire, train and retain appropriate personnel;
possible increased federal, state and local regulation of the
safety of our operations; increased federal regulatory
oversight and potential penalties; the impact of environmental
regulations on our business; the impact of climate changes or
related additional legislation or regulation in the future; the
inherent hazards and risks involved in operating our
distribution and pipeline and storage businesses; the threat of
cyber-attacks or acts of cyber-terrorism that could disrupt our
business operations and information technology systems; natural
disasters, terrorist activities or other events and other risks
and uncertainties discussed herein, all of which are difficult
to predict and many of which are beyond our control.
uncertainties that could cause actual results to differ
materially from those expressed or implied in the statements
relating to our strategy, operations, markets, services, rates,
recovery of costs, availability of gas supply and other
factors. These risks and uncertainties include the following:
our ability to continue to access the credit and capital
markets to satisfy our liquidity requirements; regulatory
trends and decisions, including the impact of rate proceedings
before various state regulatory commissions; the impact of
adverse economic conditions on our customers; the effects of
inflation and changes in the availability and price of natural
gas; market risks beyond our control affecting our risk
management activities, including commodity price volatility,
counterparty creditworthiness or performance and interest rate
risk; the concentration of our distribution, pipeline and
storage operations in Texas; increased competition from energy
suppliers and alternative forms of energy; adverse weather
conditions; the capital-intensive nature of our natural gas
distribution business; increased costs of providing health care
benefits along with pension and postretirement health care
benefits and increased funding requirements; the inability to
continue to hire, train and retain appropriate personnel;
possible increased federal, state and local regulation of the
safety of our operations; increased federal regulatory
oversight and potential penalties; the impact of environmental
regulations on our business; the impact of climate changes or
related additional legislation or regulation in the future; the
inherent hazards and risks involved in operating our
distribution and pipeline and storage businesses; the threat of
cyber-attacks or acts of cyber-terrorism that could disrupt our
business operations and information technology systems; natural
disasters, terrorist activities or other events and other risks
and uncertainties discussed herein, all of which are difficult
to predict and many of which are beyond our control.
Accordingly, while we believe 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. Further, we undertake no obligation
to update or revise any of our forward-looking statements
whether as a result of new information, future events or
otherwise. Because forward-looking statements involve risks and
uncertainties, we caution that there are important factors, in
addition to those listed above, that may cause actual results
to differ materially from those contained in the
forward-looking statements. For a detailed discussion of those
factors, see Part I, Item 1A. Risk Factors in our Fiscal 2016
Form 10K filed with the SEC on November 14, 2016.
to be reasonable, there can be no assurance that they will
approximate actual experience or that the expectations derived
from them will be realized. Further, we undertake no obligation
to update or revise any of our forward-looking statements
whether as a result of new information, future events or
otherwise. Because forward-looking statements involve risks and
uncertainties, we caution that there are important factors, in
addition to those listed above, that may cause actual results
to differ materially from those contained in the
forward-looking statements. For a detailed discussion of those
factors, see Part I, Item 1A. Risk Factors in our Fiscal 2016
Form 10K filed with the SEC on November 14, 2016.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Description
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Computation of Ratio of Earnings to Fixed Charges
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23.1
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Consent of Independent Registered Public
Accounting Firm, Ernst Young LLP |
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99.1
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Business, Properties, Selected Financial Data,
Managements Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk, Financial Statements and Supplementary Data of Atmos Energy Corporation (Part I, Items 1 and 2, and Part II, Items 6, 7, 7A and 8 of our Annual Report on Form 10-K for the year ended September 30, 2016) |
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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About ATMOS ENERGY CORPORATION (NYSE:ATO)
Atmos Energy Corporation is engaged primarily in the regulated natural gas distribution and pipeline businesses, as well as other nonregulated natural gas businesses. The Company operates through three segments: regulated distribution segment, which includes its regulated distribution and related sales operations; regulated pipeline segment, which includes the pipeline and storage operations of its Atmos Pipeline-Texas Division, and nonregulated segment, which includes its nonregulated natural gas management, nonregulated natural gas transmission, storage and other services. The Company’s nonregulated businesses provide natural gas management, marketing, transportation and storage services to municipalities, local gas distribution companies, including certain of its natural gas distribution divisions and industrial customers principally in the Midwest and Southeast. ATMOS ENERGY CORPORATION (NYSE:ATO) Recent Trading Information
ATMOS ENERGY CORPORATION (NYSE:ATO) closed its last trading session down -0.08 at 80.41 with 304,741 shares trading hands.
