Spire Inc: Form 10-Q for the period ended Dec 31, 2023

(Dollars in millions, except per share amounts)

This section analyzes the financial condition and results of operations of Spire Inc. (the “Company”), Spire Missouri Inc., and Spire Alabama Inc. Spire Missouri, Spire Alabama and Spire EnergySouth are wholly owned subsidiaries of the Company. Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth (Spire Gulf and Spire Mississippi) are collectively referred to as the “Utilities.” This section includes management’s view of factors that affect the respective businesses of the Company, Spire Missouri and Spire Alabama, explanations of financial results including changes in earnings and costs from the prior periods, and the effects of such factors on the Company’s, Spire Missouri’s and Spire Alabama’s overall financial condition and liquidity.

Certain matters discussed in this report, excluding historical information, include forward-looking statements. Certain words, such as “may,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “seek,” “target,” and similar words and expressions identify forward-looking statements that involve uncertainties and risks. Future developments may not be in accordance with our current expectations or beliefs and the effect of future developments may not be those anticipated. Among the factors that may cause results or outcomes to differ materially from those contemplated in any forward-looking statement are:

• Weather conditions and catastrophic events, particularly severe weather in U.S. natural gas producing areas;
• Volatility in gas prices, particularly sudden and sustained changes in natural gas prices, including the related impact on margin deposits associated with the use of natural gas derivative instruments, and the impact on our competitive position in relation to suppliers of alternative heating sources, such as electricity;
• Changes in gas supply and pipeline availability, including as a result of decisions by natural gas producers to reduce production or shut in producing natural gas wells and expiration or termination of existing supply and transportation arrangements that are not replaced with contracts with similar terms and pricing, as well as other changes that impact supply for and access to the markets in which our subsidiaries transact business;
• Acquisitions may not achieve their intended results;
• Legislative, regulatory and judicial mandates and decisions, some of which may be retroactive, including those affecting:
• allowed rates of return and recovery of prudent costs,
• incentive regulation,
• industry structure,
• purchased gas adjustment provisions,
• rate design structure and implementation,
• capital structures established for rate-setting purposes,
• regulatory assets,
• non-regulated and affiliate transactions,
• franchise renewals,
• authorization to operate facilities,
• environmental or safety matters, including the potential impact of legislative and regulatory actions related to climate change and pipeline safety and security,
• taxes,
• pension and other postretirement benefit liabilities and funding obligations, or
• accounting standards;
• The results of litigation;
• The availability of and access to, in general, funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) operating cash flow, or (iii) access to the capital markets;
• Retention of, ability to attract, ability to collect from, and conservation efforts of, customers;
• Our ability to comply with all covenants in our indentures and credit facilities, any violations of which, if not cured in a timely manner, could trigger a default of our obligation;
• Energy commodity market conditions;
• Discovery of material weakness in internal controls;
• The disruption, failure or malfunction of our operational and information technology systems, including due to cyberattacks; and
• Employee workforce issues, including but not limited to labor disputes, the inability to attract and retain key talent, and future wage and employee benefit costs, including costs resulting from changes in discount rates and returns on benefit plan assets.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Condensed Consolidated Financial Statements, Spire Missouri’s and Spire Alabama’s Condensed Financial Statements, and the notes thereto.

OVERVIEW

Certain information is presented by reportable segment, as described below. Effective during the first quarter of fiscal 2023, the Company changed its reportable segments to reflect changes in the way its chief operating decision maker evaluates the performance of its operations, develops strategy and allocates capital resources. Specifically, Midstream, which was formerly included in Other, is now reported separately. The Company’s historical segment disclosures have been recast to be consistent with the current presentation.

The Company has three reportable segments: Gas Utility, Gas Marketing, and Midstream. Spire’s earnings are derived primarily from its Gas Utility segment, which reflects the regulated activities of the Utilities. Due to the seasonal nature of the Utilities’ business and the volumetric Spire Missouri rate design, earnings of Spire and each of the Utilities are typically concentrated during the heating season of November through April each fiscal year.

Gas Utility – Spire Missouri

Spire Missouri is Missouri’s largest natural gas distribution utility and is regulated by the MoPSC. Spire Missouri serves St. Louis, Kansas City, and other areas throughout the state. Spire Missouri purchases natural gas in the wholesale market from producers and marketers and ships the gas through interstate pipelines into its own distribution facilities for sale to residential, commercial and industrial customers. Spire Missouri also transports gas through its distribution system for certain larger customers who buy their own gas on the wholesale market. Spire Missouri delivers natural gas to customers at rates and in accordance with tariffs authorized by the MoPSC. The earnings of Spire Missouri are primarily generated by the sale of heating energy.

Gas Utility – Spire Alabama

Spire Alabama is the largest natural gas distribution utility in the state of Alabama and is regulated by the APSC. Spire Alabama’s service territory is located in central and northern Alabama. Among the cities served by Spire Alabama are Birmingham, the center of the largest metropolitan area in the state, and Montgomery, the state capital. Spire Alabama purchases natural gas through interstate and intrastate suppliers and distributes the purchased gas through its distribution facilities for sale to residential, commercial, and industrial customers, and other end users of natural gas. Spire Alabama also transports gas through its distribution system for certain large commercial and industrial customers for a transportation fee. Effective December 1, 2020, for most of these transportation service customers, Spire Alabama also purchases gas on the wholesale market for sale to the customer upon delivery to the Spire Alabama distribution system. All Spire Alabama services are provided to customers at rates and in accordance with tariffs authorized by the APSC.

Gas Utility – Spire EnergySouth

Spire Gulf and Spire Mississippi are utilities engaged in the purchase, retail distribution and sale of natural gas to approximately 100,000 customers in southern Alabama and south-central Mississippi. Spire Gulf is regulated by the APSC, and Spire Mississippi is regulated by the MSPSC.

Gas Marketing

Spire Marketing is engaged in the marketing of natural gas and related activities on a non-regulated basis and is reported in the Gas Marketing segment. Spire Marketing markets natural gas to customers across the U.S. (and into Canada), including customers inside and outside of the Utilities’ service areas. It holds firm transportation and storage contracts in order to effectively manage its transactions with counterparties, which primarily include producers, municipalities, electric and gas utility companies, and large commercial and industrial customers.

Midstream

Spire’s midstream operations consist of Spire Storage West LLC, Spire Storage Salt Plains LLC (jointly, “Spire Storage”) and Spire STL Pipeline LLC (“Spire STL Pipeline”). Spire STL Pipeline is a wholly owned subsidiary of Spire which owns and operates a FERC-regulated 65-mile pipeline connecting the Rockies Express Pipeline in Scott County, Illinois, to delivery points in St. Louis County, Missouri, including Spire Missouri’s storage facility. Spire STL Pipeline’s operating revenue is derived primarily from Spire Missouri as its foundation shipper. Spire Storage is engaged in the storage of natural gas in both the western and midcontinent regions of the United States. Spire Storage West, located in Wyoming, consists of two storage fields operating under one FERC market-based rate tariff, while Spire Storage Salt Plains, acquired on April 1, 2023 and located in Oklahoma, operates under intrastate jurisdiction with authorizations from FERC under Section 311 of the Natural Gas Policy Act to provide certain interstate storage, transportation, and hub services.

Other

Other components of the Company’s consolidated information include Spire’s subsidiaries engaged in the operation of a propane pipeline and risk management, among other activities, and unallocated corporate items, including certain debt and associated interest costs.

NON-GAAP MEASURES

Net income, earnings per share and operating income reported by Spire, Spire Missouri and Spire Alabama are determined in accordance with accounting principles generally accepted in the United States of America (GAAP). Spire, Spire Missouri and Spire Alabama also provide the non-GAAP financial measures of net economic earnings, net economic earnings per share and contribution margin. Management and the Board of Directors use non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting, to determine incentive compensation and to evaluate financial performance. These non-GAAP operating metrics should not be considered as alternatives to, or more meaningful than, the related GAAP measures. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are provided on the following pages.

Net Economic Earnings and Net Economic Earnings Per Share

Net economic earnings and net economic earnings per share are non-GAAP measures that 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, the largely non-cash impacts of impairments, and other non-recurring or unusual items such as certain regulatory, legislative or GAAP standard-setting actions. In addition, net economic earnings per share would exclude the impact, in the fiscal year of issuance, of any shares issued to finance such activities that have yet to be included in net economic earnings.

The fair value and timing adjustments are made in instances where the accounting treatment differs from what management considers the economic substance of the underlying transaction, including the following:

• Net unrealized gains and losses on energy-related derivatives that are required by GAAP fair value accounting associated with current changes in the fair value of financial and physical transactions prior to their completion and settlement. These unrealized gains and losses result primarily from two sources:

1) changes in the fair values of physical and/or financial derivatives prior to the period of settlement; and

2) ineffective portions of accounting hedges, required to be recorded in earnings prior to settlement, due to differences in commodity price changes between the locations of the forecasted physical purchase or sale transactions and the locations of the underlying hedge instruments;

• Lower of cost or market adjustments to the carrying value of commodity inventories resulting when the net realizable value of the commodity falls below its original cost, to the extent that those commodities are economically hedged; and
• Realized gains and losses resulting from the settlement of economic hedges prior to the sale of the physical commodity.

These adjustments eliminate the impact of timing differences and the impact of current changes in the fair value of financial and physical transactions prior to their completion and settlement. Unrealized gains or losses are recorded in each period until being replaced with the actual gains or losses realized when the associated physical transactions occur. Management believes that excluding the earnings volatility caused by recognizing changes in fair value prior to settlement and other timing differences associated with related purchase and sale transactions provides a useful representation of the economic effects of only the actual settled transactions and their effects on results of operations. While management uses these non-GAAP measures to evaluate all of its businesses, the net effect of these fair value and timing adjustments on the Utilities’ earnings is minimal because gains or losses on their natural gas derivative instruments are deferred pursuant to state regulation.

Contribution Margin

In addition to operating revenues and operating expenses, management also uses the non-GAAP measure of contribution margin when evaluating results of operations. Contribution margin is defined as operating revenues less natural gas costs and gross receipts tax expense. The Utilities pass to their customers (subject to prudence review by, as applicable, the MoPSC, APSC or MSPSC) increases and decreases in the wholesale cost of natural gas in accordance with their PGA clauses or GSA riders. The volatility of the wholesale natural gas market results in fluctuations from period to period in the recorded levels of, among other items, revenues and natural gas cost expense. Nevertheless, increases and decreases in the cost of gas associated with system gas sales volumes and gross receipts tax expense (which are calculated as a percentage of revenues), with the same amount (excluding immaterial timing differences) included in revenues, have no direct effect on operating income. Therefore, management believes that contribution margin is a useful supplemental measure, along with the remaining operating expenses, for assessing the Company’s and the Utilities’ performance.

EARNINGS – THREE MONTHS ENDED December 31, 2023

This section contains discussion and analysis of the results for the three months ended December 31, 2023 compared to the results for the three months ended December 31, 2022, in total and by registrant and segment.

Spire

Net Income and Net Economic Earnings

The following tables reconcile the Company’s net economic earnings to the most comparable GAAP number, net income.

* 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.

** Net economic earnings per share is calculated by replacing consolidated net income with consolidated net economic earnings in the GAAP diluted earnings per share calculation, which includes reductions for cumulative preferred dividends and participating shares.

Reconciliations of contribution margin to the most directly comparable GAAP measure are shown below.

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Select variances for the quarter ended December 31, 2023 compared to the quarter ended December 31, 2022 are summarized in the following table and discussed below.

The increase in interest expense reflects the significant increase in short-term interest rates and higher long-term debt levels versus the prior year. Current year weighted-average short-term debt levels decreased slightly versus the comparative prior year amount, but weighted-average short-term interest rates were 5.7% in the current-year quarter, versus 4.4% in the prior-year quarter.

After removing the impact of the Non-Service Cost Postretirement Benefit Transfer (“NSC Transfer”) of $0.1, other income increased $11.4. Of this increase, $8.2 was the result of a gain realized on an interest rate swap contract after management determined the anticipated issuance of certain debt was no longer probable of occurring, resulting in the discontinuation of hedge accounting. The remaining variance was primarily attributable to inventory carrying cost credits at Spire Missouri, combined with favorable mark-to-market valuations on unqualified retirement trusts.

The change in income taxes is consistent with the change in pre-tax book income.

Gas Utility

For the quarter ended December 31, 2023, Gas Utility net income was $12.6 higher than the prior-year period, reflecting stronger financial performance across all utilities. Net economic earnings in the current year was $12.9 higher than the prior year, which tracks the net income trend. These results are described in further detail below.

The decrease in Gas Utility operating revenues was attributable to the following factors:

The primary driver of the current year drop in revenue was lower usage due to weather. Warmer weather across our utility footprint in the current year negatively impacted both gas cost recoveries and customer usage, particularly for Spire Missouri. Spire Missouri realized $23.2 lower gas cost recoveries in the current year, as the current year lower volumes more than offset the higher PGA rates being charged to customers. Both Spire Missouri and Spire Alabama also experienced lower volumetric usage totaling $21.8 in the current year quarter. These unfavorable impacts were only partly offset by a $22.5 increase from Spire Missouri reflecting the final quarterly impact of implementing the 2022 rate order, and $4.0 of favorable RSE adjustments at Spire Alabama.

The year-over-year increase in Gas Utility contribution margin was attributable to the following factors:

Contribution margin increased $22.8 versus the prior-year quarter. The $22.5 increase attributable to the implementation of the 2022 Missouri rate case order, the $3.9 favorable RSE adjustment at Spire Alabama, combined with the $1.7 increase at Spire EnergySouth more than offset the $5.5 negative volume usage impact (net of weather mitigation) experienced in the current year quarter.

O&M expenses for the three months ended December 31, 2023, were $3.2 lower than the prior year. Run-rate expenses decreased $3.3 after removing the $0.1 impact of the NSC Transfer. The Gas Utility segment O&M decrease reflects lower expense levels for employee-related costs, non-payroll operations expense, and efficiencies in customer care expense. These favorable benefits were only partly offset by higher insurance expense.

Taxes, other than income taxes, increased $1.7, primarily due to higher property and real estate taxes. Depreciation and amortization expenses for the quarter ended December 31, 2023 were $4.5 higher than the same period in the prior year primarily driven by continued infrastructure capital expenditures across all the Utilities. Interest expense increased $6.9 to $39.0 primarily due to higher rates. The benefit of carrying cost credits increased $1.7 quarter over quarter.

Gas Marketing

The quarter-over-quarter decline in net economic earnings primarily reflects very favorable market conditions in the prior year that allowed the business to leverage regional basis differentials to optimize storage and transportation positions. Current year market conditions returned to a more normalized business environment of less commodity and basis volatility. Net income reflected the same variance drivers, as well as unfavorable mark-to-market activity.

Revenues in the current quarter decreased $37.8 and contribution margin decreased $28.4 versus the prior-year quarter, reflecting the lower current-year asset optimization opportunities outlined above. Operating expenses decreased by $1.9 quarter-over-quarter, due primarily lower employee-related costs.

Midstream

Net income and net economic earnings for the Company’s Midstream segment for the quarter ended December 31. 2023 versus the prior-year quarter decreased $2.9 and $1.4, respectively. Of the reduction in net income and net economic earnings, $1.2 was attributable to Spire Storage West, which benefited from more favorable market conditions in the prior year when it was able to optimize storage operations and commitments. Net income was also impacted by $1.5 (after-tax) in acquisition transaction expenses incurred in the current year relating to the announced acquisition of the MoGas and Omega pipelines.

Revenues in the current quarter decreased $0.3 versus the prior-year quarter, reflecting lower Spire Storage West revenues attributable primarily to the previously mentioned more favorable market conditions in the prior year. Operating expenses increased by $2.8 quarter-over-quarter, due primarily to operating expenses associated with Spire Storage Salt Plains and transaction costs related to MoGas and Omega.

Other

The Company’s other activities generated a $2.7 loss in the three months ended December 31, 2023, $4.6 lower than the prior-year quarter. The improved results were driven by the current year $8.2 gain realized on an interest rate swap contract after management determined the anticipated issuance of certain debt was no longer probable of occurring, resulting in the discontinuation of hedge accounting. This gain more than offset higher corporate costs in the current year.

Spire Missouri

Revenues for the quarter ended December 31, 2023 were $5.8 lower than the comparable prior-year period. A key driver was a decrease in gas recovery (PGA) totaling $23.2. Higher rates in the current year quarter were more than offset by lower volumetric usage. This lower volume usage decreased revenues versus the prior year by $5.0. These negative impacts were only partly offset by an increase of $22.5 attributable to the impact of the 2022 rate order (new rates became effective the last week of December 2022).

Contribution margin for the three months ended December 31, 2023 increased $17.9 from the same period in the prior year. The previously mentioned timing of the 2022 rate case implementation generated $22.5 incremental contribution that was only partly offset by the $5.0 impact of lower volumes.

Degree days in Spire Missouri’s service areas during the three months ended December 31, 2023, were 18.7% warmer than normal, and 18.0% warmer than the same period last year. Spire Missouri’s total system volume sold and transported were 449.7 million centum (Latin for “hundred”) cubic feet (CCF) for the quarter, compared with 559.4 million CCF for the same period in the prior year. Total off-system volume sold and transported were 2.2 million CCF for the current-year quarter, compared with 2.7 million CCF a year ago.

Reported O&M expenses for the current-year quarter decreased $2.2 versus the prior year. Run-rate expenses decreased $2.1 after removing the $0.1 impact of the NSC Transfer. The reduction of current year O&M was driven by non-payroll operations expense, lower customer experience expense and outside services. These lower expenditure levels in the current year were only partly offset by higher insurance expense.

Depreciation and amortization expenses increased $3.5 versus the prior-year quarter due to ongoing capital investments. Taxes, other than income taxes, increased $2.1, driven by higher property taxes and pass-through gross receipts taxes.

Other income improved by $2.1 after removing the $0.1 impact due to the NSC Transfer. This variance is primarily attributable to increased inventory carrying cost credits of $1.7, and, to a lesser extent, favorable mark-to-market valuations on unqualified retirement trusts. Interest expense increased $5.9, reflecting higher short-term interest rates in the current year and the $400 in long-term debt that was issued in the prior-year second quarter.

Resulting net income for the quarter ended December 31, 2023 increased $9.7 versus the prior-year quarter.

Spire Alabama

Operating revenues for the three months ended December 31, 2023 decreased $10.3 from the same period in the prior year. The change in operating revenue was principally due to unfavorable weather/usage impacts of $16.8. For the quarter, these unfavorable impacts were only partly offset by favorable RSE adjustments of $4.0 and a $2.7 increase attributable to gas cost recovery.

Contribution margin was $3.2 higher versus the prior-year quarter primarily driven by $3.9 favorable net rate adjustments under the RSE mechanism. This increase was slightly offset by a $0.5 decrease attributable to usage (net of weather mitigation).

As measured in degree days, temperatures in Spire Alabama’s service area during the three months ended December 31, 2023, were 14.4% warmer than normal and 9.5% warmer than a year ago. Spire Alabama’s total system volume sold and transported were 229.3 million CCF for the three months ended December 31, 2023, compared with 252.1 million CCF for the same period in the prior year. Total off-system volume sold and transported were 26.4 million CCF for the quarter, compared with 14.6 million CCF off-system volume sold and transported in last year’s first quarter.

O&M expenses for the three months ended December 31, 2023 decreased $0.9 versus the prior-year quarter, $1.0 after removing the NSC Transfer variance versus the prior-year quarter. The decrease was primarily due to lower employee-related costs and lower non-employee operating expenses, only partly offset by higher insurance expense.

Depreciation and amortization expenses were up $0.9, the result of continued investment in infrastructure upgrades. Interest expense for the current-year quarter increased $1.0 versus the prior-year quarter, primarily the result of higher short-term interest rates.

For the quarter ended December 31, 2023, resulting net income increased $1.9 versus the prior-year quarter.

LIQUIDITY AND CAPITAL RESOURCES

Recent Cash Flows

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For the three months ended December 31, 2023, net cash from operating activities improved $240.8 from the corresponding period of fiscal 2023. The key drivers of the favorable change are regulatory timing and fluctuations in working capital items, as discussed below in the Future Cash Requirements section, particularly prior-year swings in accounts payable and regulatory assets and liabilities.

For the three months ended December 31, 2023, net cash used in investing activities was $73.5 greater than for the same period in the prior year. Total capital expenditures were $71.7 higher than last year, with a $28.6 spending increase in the Utilities and a $43.8 increase for Midstream (Spire Storage West expansion).

Lastly, for the three months ended December 31, 2023, net cash provided by financing activities decreased $166.3 versus the three months ended December 31, 2022 as lower debt issuances were only partially offset by increased equity issuances. In the first quarter of fiscal 2024, there were no issuances of long-term debt and only a $92.0 increase in short-term debt outstanding, but in last year’s first quarter, $205.0 of long-term debt was issued and short-term debt outstanding increased $189.5. Cash from the issuance of common stock in the current-year period included the $112.2 settlement of forward sales under its ATM program, described in Note 4 of the Notes to Financial Statements in Item 1.

Future Cash Requirements

The Company’s short-term borrowing requirements typically peak during colder months when the Utilities borrow money to cover the lag between when they purchase natural gas and when their customers pay for that gas. Changes in the wholesale cost of natural gas (including cash payments for margin deposits associated with Spire Missouri’s use of natural gas derivative instruments), variations in the timing of collections of gas cost under the Utilities’ PGA clauses and GSA riders, the seasonality of accounts receivable balances, and the utilization of stored gas inventories cause short-term cash requirements to vary during the year and from year to year, and may cause significant variations in the Company’s cash provided by or used in operating activities.

Spire’s material cash requirements as of December 31, 2023, are related to capital expenditures, business acquisitions, principal and interest payments on long-term debt, natural gas purchase obligations, and dividends. There were no material changes outside the ordinary course of business from the future cash requirements discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. Total Company capital expenditures are planned to be $765 for fiscal 2024.

Source of Funds

It is management’s view that the Company, Spire Missouri and Spire Alabama have adequate access to capital markets and will have sufficient capital resources, both internal and external, to meet anticipated requirements. Their debt is rated by two rating agencies: Standard & Poor’s Corporation (“S&P”) and Moody’s Investors Service (“Moody’s”). As of December 31, 2023, the debt ratings of the Company, Spire Missouri and Spire Alabama (shown in the following table) remain at investment grade, with a negative outlook (other than Moody’s stable outlook for Spire Inc. and Spire Missouri).

Cash and Cash Equivalents

Bank deposits were used to support working capital needs of the business. Spire had no temporary cash investments as of December 31, 2023.

Short-term Debt

The Company’s short-term cash requirements can be met through the sale of up to $1,300.0 of commercial paper or through the use of Spire’s $1,300.0 revolving credit facility. For information about short-term borrowings, see Note 6 of the Notes to Financial Statements in Item 1.

Long-term Debt and Equity

At December 31, 2023, Spire had outstanding principal of long-term debt totaling $3,726.1, of which $1,798.0 was issued by Spire Missouri, $750.0 was issued by Spire Alabama, and $223.1 was issued by other subsidiaries. For information about long-term debt issued this fiscal year, see Note 6 of the Notes to Financial Statements in Item 1.

Effective March 5, 2022, Spire Missouri was authorized by the MoPSC to issue conventional term loans, first mortgage bonds, unsecured debt, preferred stock and common stock in an aggregate amount of up to $800.0 for financings placed any time before December 31, 2024. Under this authorization through December 2023, Spire Missouri has issued $79.1 of common stock and $400.0 of first mortgage bonds. Spire Alabama has no standing authority to issue long-term debt and must petition the APSC for each planned issuance.

Spire has a shelf registration statement on Form S-3 on file with the U.S. Securities and Exchange Commission (SEC) for the issuance and sale of up to 250,000 shares of common stock under its Dividend Reinvestment and Direct Stock Purchase Plan. There were 237,408 and 231,788 shares at December 31, 2023 and January 29, 2024, respectively, remaining available for issuance under this Form S-3. Spire and Spire Missouri also have a universal shelf registration statement on Form S-3 on file with the SEC for the issuance of various equity and debt securities, which expires on May 9, 2025.

Under Spire’s “at-the-market” (ATM) equity distribution agreement and as authorized by its board of directors, the Company may offer and sell, from time to time, shares of its common stock (including shares of common stock that may be sold pursuant to forward sale agreements entered into in connection with the ATM equity distribution agreement). Specifically in the first quarter of fiscal 2024, on December 11, 2023, 1,744,549 shares were settled, generating $112.2 of net proceeds. On January 25, 2024, Spire’s board approved a new authorization for the sale of additional shares with an aggregate offering price of up to $200.0 through January 2027.

Including the current portion of long-term debt, the Company’s long-term consolidated capitalization consisted of 45% and 44% equity at December 31, 2023 and September 30, 2023, respectively.

ENVIRONMENTAL MATTERS

The Utilities and other Spire subsidiaries own and operate natural gas distribution, transmission and storage facilities, the operations of which are subject to various environmental laws, regulations, and interpretations. While environmental issues resulting from such operations arise in the ordinary course of business, such issues have not materially affected the Company’s, Spire Missouri’s, or Spire Alabama’s financial position and results of operations. As environmental laws, regulations, and interpretations change, however, the Company and the Utilities may be required to incur additional costs. For information relative to environmental matters, see Contingencies in Note 11 of the Notes to Financial Statements in Item 1.

REGULATORY MATTERS

For discussions of regulatory matters for Spire, Spire Missouri, and Spire Alabama, see Note 5, Regulatory Matters, of the Notes to Financial Statements in Item 1.

ACCOUNTING PRONOUNCEMENTS

The Company, Spire Missouri and Spire Alabama have evaluated or are in the process of evaluating the effects that recently issued accounting standards will have on the companies’ financial position or results of operations upon adoption, but none are currently expected to have a significant impact.

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources are based upon our financial statements, which have been prepared in accordance with GAAP, which requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates used in the preparation of our financial statements are described in Item 7 of Spire, Spire Missouri, and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2023, and include regulatory accounting, employee benefits and postretirement obligations, impairment of long-lived assets, and income taxes. There were no significant changes to critical accounting estimates during the three months ended December 31, 2023.

For discussion of other significant accounting policies, see Note 1 of the Notes to Financial Statements included in this Form 10-Q as well as Note 1 of the Notes to Financial Statements included in Spire, Spire Missouri, and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

MARKET RISK

There were no material changes in the Company’s commodity price risk or counterparty credit risk as of December 31, 2023, relative to the corresponding information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Spire enters into cash flow hedges through execution of interest rate swap contracts to protect itself against adverse movements in interest rates. At December 31, 2023, the following swaps were outstanding:

As of December 31, 2023, the Company has recorded through accumulated other comprehensive income a cumulative mark-to-market net gain of $20.7 on open swap contracts.

For this discussion, see Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk.

Spire

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Change in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Spire Missouri

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Spire Alabama

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.