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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

(Mark One)

 

	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022
		or
	☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from                           to

 

Commission File Number		Name of Registrant, Address of Principal Executive Offices and Telephone Number		State of Incorporation		I.R.S. Employer Identification Number
1-16681		Spire Inc. 700 Market Street St. Louis, MO 63101 314-342-0500		Missouri		74-2976504
1-1822		Spire Missouri Inc. 700 Market Street St. Louis, MO 63101 314-342-0500		Missouri		43-0368139
2-38960		Spire Alabama Inc. 605 Richard Arrington Blvd N Birmingham, AL 35203 205-326-8100		Alabama		63-0022000

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (only applicable for Spire Inc.):

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock $1.00 par value		SR		New York Stock Exchange LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share		SR.PRA		New York Stock Exchange LLC

 

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such report) and (2) has been subject to such filing requirements for the past 90 days.

Spire Inc.		Yes ☒		No ☐
Spire Missouri Inc.		Yes ☒		No ☐
Spire Alabama Inc.		Yes ☒		No ☐

 

Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Spire Inc.		Yes ☒		No ☐
Spire Missouri Inc.		Yes ☒		No ☐
Spire Alabama Inc.		Yes ☒		No ☐

 

 

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

		Large accelerated filer		Accelerated filer		Non- accelerated filer		Smaller reporting company		Emerging growth company
Spire Inc.		X
Spire Missouri Inc.						X
Spire Alabama Inc.						X

 

If an emerging growth company, indicate by check mark if each registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Spire Inc.		☐
Spire Missouri Inc.		☐
Spire Alabama Inc.		☐

 

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Spire Inc.		Yes ☐		No ☒
Spire Missouri Inc.		Yes ☐		No ☒
Spire Alabama Inc.		Yes ☐		No ☒

 

The number of shares outstanding of each registrant’s common stock as of July 31, 2022, was as follows:

Spire Inc.		Common Stock, par value $1.00 per share		52,492,777
Spire Missouri Inc.		Common Stock, par value $1.00 per share (all owned by Spire Inc.)		25,325
Spire Alabama Inc.		Common Stock, par value $0.01 per share (all owned by Spire Inc.)		1,972,052

 

Spire Missouri Inc. and Spire Alabama Inc. meet the conditions set forth in General Instructions H(1)(a) and (b) to Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format specified in General Instructions H(2) to Form 10-Q.

 

This combined Form 10-Q represents separate filings by Spire Inc., Spire Missouri Inc., and Spire Alabama Inc. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants, except that information relating to Spire Missouri Inc. and Spire Alabama Inc. are also attributed to Spire Inc.

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TABLE OF CONTENTS
			Page No.
GLOSSARY			2
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)
	Spire Inc.
	Condensed Consolidated Statements of Income		4
	Condensed Consolidated Statements of Comprehensive Income		5
	Condensed Consolidated Balance Sheets		6
	Condensed Consolidated Statements of Shareholders’ Equity		8
	Condensed Consolidated Statements of Cash Flows		10
	Spire Missouri Inc.
	Condensed Statements of Comprehensive Income		11
	Condensed Balance Sheets		12
	Condensed Statements of Shareholder’s Equity		14
	Condensed Statements of Cash Flows		15
	Spire Alabama Inc.
	Condensed Statements of Income		16
	Condensed Balance Sheets		17
	Condensed Statements of Shareholder’s Equity		19
	Condensed Statements of Cash Flows		20
	Notes to Financial Statements
	Note 1. Summary of Significant Accounting Policies		21
	Note 2. Revenue		24
	Note 3. Earnings Per Common Share		25
	Note 4. Regulatory Matters		26
	Note 5. Financing		32
	Note 6. Fair Value of Financial Instruments		33
	Note 7. Fair Value Measurements		35
	Note 8. Pension Plans and Other Postretirement Benefits		38
	Note 9. Information by Operating Segment		41
	Note 10. Commitments and Contingencies		43
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		46
Item 3	Quantitative and Qualitative Disclosures About Market Risk		64
Item 4	Controls and Procedures		64
PART II. OTHER INFORMATION
Item 1	Legal Proceedings		65
Item 1A	Risk Factors		65
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		65
Item 3	Defaults upon Senior Securities		65
Item 4	Mine Safety Disclosures		65
Item 5	Other Information		65
Item 6	Exhibits		66
SIGNATURES			67

 

 

 

		Three Months Ended June 30,								Nine Months Ended June 30,
(In millions, except per share amounts)		2022				2021				2022				2021
Operating Revenues		$	448.0			$	327.8			$	1,884.3			$	1,945.3
Operating Expenses:
Natural gas			203.3				96.9				844.5				897.2
Operation and maintenance			102.3				112.0				331.9				342.6
Depreciation and amortization			60.4				53.1				176.2				155.4
Taxes, other than income taxes			44.1				32.6				153.3				126.6
Total Operating Expenses			410.1				294.6				1,505.9				1,521.8
Operating Income			37.9				33.2				378.4				423.5
Interest Expense, Net			29.3				26.9				85.4				78.4
Other (Expense) Income, Net			(12.1	)			(1.0	)			(8.1	)			5.1
(Loss) income Before Income Taxes			(3.5	)			5.3				284.9				350.2
Income Tax (Benefit) Expense			(2.1	)			—				57.0				68.6
Net (Loss) Income			(1.4	)			5.3				227.9				281.6
Provision for preferred dividends			3.7				3.7				11.1				11.1
Income allocated to participating securities			—				0.1				0.3				0.5
Net (Loss) Income Available to Common Shareholders		$	(5.1	)		$	1.5			$	216.5			$	270.0
Weighted Average Number of Common Shares Outstanding:
Basic			52.2				51.6				51.9				51.6
Diluted			52.3				51.7				52.0				51.7
Basic (Loss) Earnings Per Common Share		$	(0.10	)		$	0.03			$	4.17			$	5.24
Diluted (Loss) Earnings Per Common Share		$	(0.10	)		$	0.03			$	4.16			$	5.23

 

		Three Months Ended June 30,								Nine Months Ended June 30,
(In millions)		2022				2021				2022				2021
Net (Loss) Income		$	(1.4	)		$	5.3			$	227.9			$	281.6
Other Comprehensive Income (Loss), Before Tax:
Cash flow hedging derivative instruments:
Net hedging gain (loss) arising during the period			24.3				(4.2	)			38.2				56.5
Amounts reclassified into net income			(0.2	)			(0.3	)			(0.9	)			(1.0	)
Net gain (loss) on cash flow hedging derivative instruments			24.1				(4.5	)			37.3				55.5
Net gain on defined benefit pension and other postretirement plans			0.2				0.1				0.4				0.3
Net unrealized loss on available for sale securities			(0.1	)			—				(0.3	)			(0.1	)
Other Comprehensive Income (Loss), Before Tax			24.2				(4.4	)			37.4				55.7
Income Tax Expense (Benefit) Related to Items of Other Comprehensive Income			5.7				(1.0	)			8.8				12.6
Other Comprehensive Income (Loss), Net of Tax			18.5				(3.4	)			28.6				43.1
Comprehensive Income		$	17.1			$	1.9			$	256.5			$	324.7

 

		June 30,				September 30,				June 30,
(Dollars in millions, except per share amounts)		2022				2021				2021
ASSETS
Utility Plant		$	7,549.7			$	7,225.0			$	7,110.2
Less: Accumulated depreciation and amortization			2,256.7				2,169.3				2,173.1
Net Utility Plant			5,293.0				5,055.7				4,937.1
Non-utility Property (net of accumulated depreciation and amortization of $46.0, $32.1 and $28.8 at June 30, 2022, September 30, 2021, and June 30, 2021, respectively)			476.9				471.1				463.6
Other Investments			90.5				83.1				76.4
Total Other Property and Investments			567.4				554.2				540.0
Current Assets:
Cash and cash equivalents			16.0				4.3				23.9
Accounts receivable:
Utility			266.1				338.4				342.6
Other			353.7				288.2				193.9
Allowance for credit losses			(32.6	)			(30.3	)			(34.5	)
Delayed customer billings			45.4				9.2				13.2
Inventories:
Natural gas			250.8				267.7				179.9
Propane gas			8.6				8.7				8.7
Materials and supplies			40.9				28.6				27.8
Regulatory assets			152.0				306.5				65.1
Prepayments			55.0				29.0				42.4
Other			105.2				66.2				35.3
Total Current Assets			1,261.1				1,316.5				898.3
Deferred Charges and Other Assets:
Goodwill			1,171.6				1,171.6				1,171.6
Regulatory assets			1,205.6				993.5				1,119.4
Other			285.2				264.9				226.9
Total Deferred Charges and Other Assets			2,662.4				2,430.0				2,517.9
Total Assets		$	9,783.9			$	9,356.4			$	8,893.3