SR-A Spire Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2025

 

Commission File Number		Name of Registrant, Address of Principal Executive Offices and Telephone Number		State of Incorporation		IRS Employer Identification No.
1-16681		Spire Inc. 700 Market Street St. Louis, MO 63101 314-342-0500		Missouri		74-2976504

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

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 the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the 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. ☐

 

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Item 2.02 Results of Operations and Financial Condition

 

See Item 7.01.

 

 

Item 7.01 Regulation FD Disclosure

 

On February 5, 2025, the Company issued an earnings news release announcing its results for the three months ended December 31, 2024. The text of the release is included in Exhibit 99.1 attached to this report.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99.1	News release dated February 5, 2025.

 

104	Cover page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

The information contained in Items 2.02 and 7.01 of this report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in Items 2.02 and 7.01 of this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			Spire Inc.
Date:	February 5, 2025		By:	/s/ Adam W. Woodard
				Adam W. Woodard Executive Vice President, Chief Financial Officer

 

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Exhibit 99.1

 

	Investor Contact: Megan L. McPhail 314-309-6563 Megan.McPhail@SpireEnergy.com   Media Contact: Jason Merrill 314-342-3300 Jason.Merrill@SpireEnergy.com

 

For Immediate Release

Spire reports FY25 first quarter results

ST. LOUIS (Feb. 5, 2025) – Spire Inc. (NYSE: SR) today reported results for its fiscal 2025 first quarter ended December 31. Highlights include:

For fiscal 2025 first quarter, Spire reported adjusted earnings per share of $1.34, a decrease of $0.13 compared to last year. Gas Utility earnings increased reflecting higher earnings at Spire Alabama and Spire Gulf, partially offset by lower Spire Missouri earnings. The segment benefited from increased Spire Missouri infrastructure rider revenues and new rates at Spire Alabama and Spire Gulf, offset, in part, by lower usage net of weather mitigation in Missouri and higher depreciation expense. Midstream earnings reflected growth as a result of additional capacity and contract renewals at higher rates for Spire Storage. Gas Marketing earnings were lower than the prior year due to market conditions.

“Our results for the first quarter reflect execution of our strategy while maintaining a focus on safety and strong operational performance,” said Scott Doyle, executive vice president, chief operating officer, and acting president and chief executive officer of Spire. “Looking ahead, we continue to expect our fiscal 2025 earnings to be in the range of $4.40 to $4.60 per share. We are committed to achieving our financial objectives and operational excellence while safely serving customers and communities with reliable and affordable energy.”

 

First Quarter Results		Three Months Ended December 31,
		(Millions)								(Per Diluted Common Share)
		2024				2023				2024				2023
Adjusted Earnings* by Segment
Gas Utility		$	77.8			$	75.8
Gas Marketing			2.2				7.2
Midstream			12.0				2.4
Other			(10.9	)			(2.7	)
Total		$	81.1			$	82.7			$	1.34			$	1.47
Fair value and timing adjustments, pre-tax			0.3				5.2				0.01				0.10
Acquisition and restructuring activities, pre-tax			—				(1.9	)			—				(0.03	)
Income tax effect of adjustments			(0.1	)			(0.9	)			(0.01	)			(0.02	)
Net Income		$	81.3			$	85.1			$	1.34			$	1.52
Weighted Average Diluted Shares Outstanding			57.9				53.6

*Non-GAAP, see “Adjusted Earnings and Reconciliation to GAAP.”

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Adjusted earnings excludes from net income, as applicable, the impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities, and the largely non-cash impacts of other non-recurring or unusual items such as impairments and certain regulatory, legislative, or GAAP standard-setting actions.

Gas Utility

Gas Utility fiscal 2025 first quarter adjusted earnings were $77.8 million, an increase from $75.8 million in the prior year, reflecting higher earnings at Spire Alabama and Spire Gulf, partially offset by lower Spire Missouri earnings.

Contribution margin was higher by $8.4 million driven by increases across all utilities. The increase was primarily due to higher Spire Missouri Infrastructure System Replacement (ISRS) revenues and higher margins at Spire Alabama due to the annual rate update and usage net of weather mitigation. These favorable items were partially offset by lower Spire Missouri usage net of weather mitigation.

After adjusting for the impact of a pension reclass and bad debt expense, operation and maintenance expense was $1.6 million lower than a year ago, reflecting a decline in operating costs and administration expenses, offset, in part, by higher employee-related costs.

Depreciation expense increased $3.9 million from last year reflecting increased capital investment. Interest expense decreased $3.9 million as a result of lower rates and lower short-term debt balances. Gas carrying cost credits decreased by $3.9 million compared to the prior year due to lower gas cost balances.

Gas Marketing

Gas Marketing fiscal 2025 first quarter adjusted earnings were $2.2 million compared to $7.2 million in the prior year. The decrease in earnings reflects reduced volatility in regional basis differentials combined with higher transportation and storage fees.

Midstream

Midstream fiscal 2025 first quarter adjusted earnings were $12.0 million, up from $2.4 million in the year-ago period. The improvement was driven by higher Spire Storage earnings, reflecting additional capacity and contract renewals at higher rates. The segment also benefited from the acquisition of MoGas in January 2024.

Other

Spire’s other activities reported an adjusted loss of $10.9 million versus $2.7 million in the prior year. The variance in earnings is primarily due to a $6.3 million after-tax benefit of an interest rate hedge settlement in the prior year and higher interest expense this year.

Guidance and Outlook

Spire continues to expect fiscal 2025 adjusted earnings to be in the range of $4.40–$4.60 per share. We remain confident in our ability to grow long-term adjusted earnings per share 5–7% driven by an expected long-term 7–8% annualized rate base growth at Spire Missouri, reflecting our robust capital investment plan, and 6% equity growth at Spire Alabama and Spire Gulf.

Our 10-year $7.4 billion capital investment target through fiscal 2034 is driven by increasing investment in infrastructure upgrades and new business in the Gas Utility segment. Expected total capital expenditures for fiscal 2025 remains $790 million.

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Conference Call and Webcast

Spire will host a conference call and webcast today to discuss its fiscal 2025 first quarter financial results. To access the call, please dial the applicable number approximately 5–10 minutes in advance.

 

Date and Time:		Wednesday, February 5
		9 a.m. CT (10 a.m. ET)
Phone Numbers:		U.S. and Canada:		844-824-3832
		International:		412-317-5142

 

The webcast can be accessed at Investors.SpireEnergy.com under Events & Presentations. A replay of the call will be available at 10 a.m. CT (11 a.m. ET) on February 5 until February 12, 2025, by dialing 877-344-7529 (U.S.), 855-669-9658 (Canada), or 412-317-0088 (international). The replay access code is 8652197.

About Spire

At Spire Inc. (NYSE: SR) we believe energy exists to help make people’s lives better. It’s a simple idea, but one that’s at the heart of our company. Every day we serve 1.7 million homes and businesses making us one of the largest publicly traded natural gas companies in the country. We help families and business owners fuel their daily lives through our gas utilities serving Alabama, Mississippi and Missouri. Our natural gas-related businesses include Spire Marketing and Spire Midstream. We are committed to transforming our business through growing organically, investing in infrastructure, and advancing through innovation. Learn more at SpireEnergy.com.

Forward-Looking Information and Non-GAAP Measures

This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Spire’s future operating results may be affected by various uncertainties and risk factors, many of which are beyond the Company’s control, including weather conditions, economic factors, the competitive environment, governmental and regulatory policy and action, and risks associated with acquisitions. More complete descriptions and listings of these uncertainties and risk factors can be found in the Company’s annual (Form 10-K) and quarterly (Form 10-Q) filings with the Securities and Exchange Commission.

This news release includes the non-GAAP financial measures of “adjusted earnings,” “adjusted earnings per share,” and “contribution margin.” Management also uses these non-GAAP measures internally when evaluating the Company’s performance and results of operations. Adjusted earnings exclude from net income, as applicable, the impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities and the largely non-cash impacts of impairments and other non-recurring or unusual items such as certain regulatory, legislative, or GAAP standard-setting actions. The fair value and timing adjustments, which primarily impact the Gas Marketing segment, include net unrealized gains and losses on energy-related derivatives resulting from the current changes in the fair value of financial and physical transactions prior to their completion and settlement, lower of cost or market inventory adjustments, and realized gains and losses on economic hedges prior to the sale of the physical commodity. Management believes that excluding these items provides a useful representation of the economic impact of actual settled transactions and overall results of ongoing operations. Contribution margin adjusts revenues to remove the costs that are directly passed on to customers and collected through revenues, which are the wholesale cost of natural gas and gross receipts taxes. These internal non-GAAP operating metrics should not be considered as an alternative to, or more meaningful than, GAAP measures such as operating income, net income, or earnings per share.

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Condensed Consolidated Statements of Income – Unaudited

 

(In Millions, except per share amounts)		Three Months Ended December 31,
		2024				2023
Operating Revenues		$	669.1			$	756.6
Operating Expenses:
Natural gas			270.0				367.0
Operation and maintenance			129.3				130.7
Depreciation and amortization			72.3				67.0
Taxes, other than income taxes			48.7				52.7
Total Operating Expenses			520.3				617.4
Operating Income			148.8				139.2
Interest Expense, Net			48.0				50.6
Other Income, Net			0.6				17.5
Income Before Income Taxes			101.4				106.1
Income Tax Expense			20.1				21.0
Net Income			81.3				85.1
Provision for preferred dividends			3.7				3.7
Income allocated to participating securities			0.1				0.1
Net Income Available to Common Shareholders		$	77.5			$	81.3
Weighted Average Number of Shares Outstanding:
Basic			57.7				53.5
Diluted			57.9				53.6
Basic Earnings Per Common Share		$	1.34			$	1.52
Diluted Earnings Per Common Share		$	1.34			$	1.52
Dividends Declared Per Common Share		$	0.785			$	0.755

 

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Condensed Consolidated Balance Sheets – Unaudited

 

(In Millions)		December 31,				September 30,				December 31,
		2024				2024				2023
ASSETS
Utility Plant		$	8,946.3			$	8,779.1			$	8,345.0
Less: Accumulated depreciation and amortization			2,570.3				2,535.8				2,467.3
Net Utility Plant			6,376.0				6,243.3				5,877.7
Non-utility Property			982.5				955.3				687.1
Other Investments			118.5				115.3				105.5
Total Other Property and Investments			1,101.0				1,070.6				792.6
Current Assets:
Cash and cash equivalents			11.5				4.5				4.8
Accounts receivable, net			517.2				277.4				544.0
Inventories			242.6				263.9				276.6
Other			216.7				225.5				394.5
Total Current Assets			988.0				771.3				1,219.9
Deferred Charges and Other Assets			2,810.8				2,775.5				2,741.5
Total Assets		$	11,275.8			$	10,860.7			$	10,631.7
CAPITALIZATION AND LIABILITIES
Capitalization:
Preferred stock		$	242.0			$	242.0			$	242.0
Common stock and paid-in capital			1,992.0				1,959.9				1,782.4
Retained earnings			1,050.5				1,018.7				997.3
Accumulated other comprehensive income			24.4				12.1				29.1
Total Shareholders' Equity			3,308.9				3,232.7				3,050.8
Temporary equity			8.4				8.6				14.8
Long-term debt (less current portion)			3,697.7				3,704.4				3,247.8
Total Capitalization			7,015.0				6,945.7				6,313.4
Current Liabilities:
Current portion of long-term debt			42.5				42.0				457.0
Notes payable			1,158.0				947.0				1,047.5
Accounts payable			292.3				237.2				293.8
Accrued liabilities and other			498.4				477.7				412.2
Total Current Liabilities			1,991.2				1,703.9				2,210.5
Deferred Credits and Other Liabilities:
Deferred income taxes			838.3				808.4				760.6
Pension and postretirement benefit costs			126.6				146.7				135.5
Asset retirement obligations			586.0				579.9				583.6
Regulatory liabilities			577.2				535.5				487.2
Other			141.5				140.6				140.9
Total Deferred Credits and Other Liabilities			2,269.6				2,211.1				2,107.8
Total Capitalization and Liabilities		$	11,275.8			$	10,860.7			$	10,631.7

 

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Condensed Consolidated Statements of Cash Flows – Unaudited

 

(In Millions)		Three Months Ended  December 31,
		2024				2023
Operating Activities:
Net Income		$	81.3			$	85.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			72.3				67.0
Deferred income taxes and investment tax credits			19.4				21.0
Changes in assets and liabilities			(94.0	)			(104.3	)
Other			2.1				1.2
Net cash provided by operating activities			81.1				70.0
Investing Activities:
Capital expenditures			(260.6	)			(226.5	)
Other			0.5				1.3
Net cash used in investing activities			(260.1	)			(225.2	)
Financing Activities:
Repayment of long-term debt			(7.0	)			(6.6	)
Issuance of short-term debt, net			211.0				92.0
Issuance of common stock			32.8				113.2
Dividends paid on common stock			(44.6	)			(38.8	)
Dividends paid on preferred stock			(3.7	)			(3.7	)
Other			(2.5	)			(1.4	)
Net cash provided by financing activities			186.0				154.7
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash			7.0				(0.5	)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period			34.9				25.8
Cash, Cash Equivalents, and Restricted Cash at End of Period		$	41.9			$	25.3

 

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Adjusted Earnings and Reconciliation to GAAP

 

(In Millions, except per share amounts)		Gas Utility				Gas Marketing				Midstream				Other				Total				Per Diluted Common Share (2)
Three Months Ended December 31, 2024
Net Income (Loss) [GAAP]		$	77.8			$	2.4			$	12.0			$	(10.9	)		$	81.3			$	1.34
Adjustments, pre-tax:
Fair value and timing adjustments			—				(0.3	)			—				—				(0.3	)			(0.01	)
Income tax effect of adjustments (1)			—				0.1				—				—				0.1				0.01
Adjusted Earnings (Loss) [Non-GAAP]		$	77.8			$	2.2			$	12.0			$	(10.9	)		$	81.1			$	1.34
Three Months Ended December 31, 2023
Net Income (Loss) [GAAP]		$	75.5			$	11.4			$	0.9			$	(2.7	)		$	85.1			$	1.52
Adjustments, pre-tax:
Fair value and timing adjustments			0.4				(5.6	)			—				—				(5.2	)			(0.10	)
Acquisition activities			—				—				1.9				—				1.9				0.03
Income tax effect of adjustments (1)			(0.1	)			1.4				(0.4	)			—				0.9				0.02
Adjusted Earnings (Loss) [Non-GAAP]		$	75.8			$	7.2			$	2.4			$	(2.7	)		$	82.7			$	1.47

 

(1) Income tax adjustments include amounts calculated by applying federal, state, and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items.

(2) Adjusted earnings per share is calculated by replacing consolidated net income with consolidated adjusted earnings in the GAAP diluted EPS calculation, which includes reductions for cumulative preferred dividends and participating shares.

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Contribution Margin and Reconciliation to GAAP

 

(In Millions)		Gas Utility				Gas Marketing				Midstream				Other				Elimi- nations				Consoli- dated
Three Months Ended December 31, 2024
Operating Income [GAAP]		$	127.8			$	2.7			$	17.3			$	1.0			$	—			$	148.8
Operation and maintenance expenses			115.0				4.0				11.0				3.6				(4.3	)			129.3
Depreciation and amortization			68.1				0.4				3.7				0.1				—				72.3
Taxes, other than income taxes			48.0				(0.1	)			0.8				—				—				48.7
Less: Gross receipts tax expense			(26.7	)			(0.1	)			—				—				—				(26.8	)
Contribution Margin [Non-GAAP]			332.2				6.9				32.8				4.7				(4.3	)			372.3
Natural gas costs			254.6				26.0				0.7				—				(11.3	)			270.0
Gross receipts tax expense			26.7				0.1				—				—				—				26.8
Operating Revenues		$	613.5			$	33.0			$	33.5			$	4.7			$	(15.6	)		$	669.1
Three Months Ended December 31, 2023
Operating Income (Loss) [GAAP]		$	122.3			$	14.7			$	3.3			$	(1.1	)		$	—			$	139.2
Operation and maintenance expenses			116.7				4.4				8.6				5.0				(4.0	)			130.7
Depreciation and amortization			64.2				0.4				2.3				0.1				—				67.0
Taxes, other than income taxes			51.6				0.3				0.7				0.1				—				52.7
Less: Gross receipts tax expense			(31.0	)			(0.1	)			—				—				—				(31.1	)
Contribution Margin [Non-GAAP]			323.8				19.7				14.9				4.1				(4.0	)			358.5
Natural gas costs			360.4				16.5				—				—				(9.9	)			367.0
Gross receipts tax expense			31.0				0.1				—				—				—				31.1
Operating Revenues		$	715.2			$	36.3			$	14.9			$	4.1			$	(13.9	)		$	756.6

 

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v3.25.0.1

Document and Entity Information	Feb. 05, 2025
Document Information [Line Items]
Entity Registrant Name	Spire Inc.
Document Type	8-K
Document Period End Date	Feb. 05, 2025
Entity File Number	1-16681
Entity Address, Address Line One	700 Market Street
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63101
City Area Code	314
Local Phone Number	342-0500
Entity Incorporation State Country Code	MO
Entity Tax Identification Number	74-2976504
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001126956
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock $1.00 par value
Trading Symbol	SR
Security Exchange Name	NYSE
Depositary Shares [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares
Trading Symbol	SR.PRA
Security Exchange Name	NYSE

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