Note 5 - Shareholders' Equity

12 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Equity [Text Block]

5. SHAREHOLDERS’ EQUITY

Spire

Preferred Stock

At September 30, 2024 and 2023, Spire had authorized 5,000,000 shares of preferred stock.

On May 21, 2019, Spire completed the public offering of 10,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of the Company’s 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”). The transaction resulted in the issuance of 10,000 shares of preferred stock for $242.0 of net proceeds.

Dividends on the Preferred Stock, when declared by the Board, are payable on the liquidation preference amount, on a cumulative basis, quarterly in arrears on the 15th day of February, May, August and November of each year. Dividends are payable out of amounts legally available for the payment of dividends at an annual rate equal to 5.90% of the liquidation preference per share of Preferred Stock (equivalent to $25.00 per Depositary Share). Under the terms of the Preferred Stock, the Company’s ability to declare or pay dividends on, or purchase or redeem, shares of its common stock or any class or series of capital stock of the Company that rank junior to the Preferred Stock are subject to certain restrictions in the event that the Company does not declare and pay the full cumulative dividends on the Preferred Stock through the most recently completed quarterly dividend period.

Spire may, at its option, redeem the Preferred Stock in whole or in part, from time to time, at a redemption price in cash equal to $25,000 per share, plus all accumulated and unpaid dividends (whether declared or not) up to the redemption date.

Shareholders of the Preferred Stock generally have no voting rights with respect to matters that generally require the approval of voting stockholders. The limited voting rights of holders of the Preferred Stock include the right to vote on certain matters that may affect the preference or special rights of the Preferred Stock. In addition, if and whenever dividends on any shares of Preferred Stock have not been declared and paid for at least six dividend periods, whether or not consecutive, the number of directors then constituting the Board shall automatically be increased by two (to be elected by the holders of the Preferred Stock) until all accumulated and unpaid dividends on the Preferred Stock have been paid in full.

Equity Units

In February 2021, Spire issued 3.5 million equity units, initially in the form of Corporate Units (as defined in the Underwriting Agreement, dated February 9, 2021, filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on February 16, 2021). Each Corporate Unit was comprised of (i) a purchase contract obligating the holder to purchase from the Company for a price in cash of fifty dollars, on the purchase contract settlement date ( March 1, 2024, subject to earlier termination or settlement), a certain number of shares of the Company’s common stock and (ii) a 1/20th, or 5%, undivided beneficial ownership interest in one thousand dollars principal amount of the Company’s 2021 Series A 0.75% Remarketable Senior Notes due 2026. Each Corporate Unit purchase contract obligated holders to purchase a variable number of shares of common stock of the Company based on the applicable market value, subject to anti-dilution adjustments. As of March 1, 2024, the applicable market value was calculated to be $58.6809 per share, and after adjustment the holders were obligated to purchase 0.7845 shares of common stock. The Corporate Unit holders purchased an aggregate of 2,745,733 shares of common stock (net of fractional shares) for $175.0, settled on March 5, 2024.

ATM Program

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). Settled sales under this ATM program are included in “Common stock issued” in the Consolidated Statements of Shareholders’ Equity. 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.

In the second, third and fourth quarters of fiscal 2024, Spire executed forward sale agreements for 204,405 shares, 338,110 shares and 663,619 shares, respectively, set to be settled on or before December 31, 2024,  March 10, 2025 and March 31, 2025, respectively. No shares of common stock have been settled under these forward sale agreements. Had all shares under these forward agreements been settled as of  September 30, 2024, it would have generated net proceeds of $75.0.

As of  September 30, 2024, under the ATM program, Spire  may sell additional shares with an aggregate offering price of up to $123.6.

Other Equity Information

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 218,141 and 244,182 shares at September 30, 2024 and 2023, respectively, remaining available for issuance under this Form S-3. Spire also has 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.

Spire Missouri

Substantially all of Spire Missouri’s plant is subject to the liens of its first mortgage bonds. The mortgage contains several restrictions on Spire Missouri’s ability to pay cash dividends on its common stock or to make loans to its parent company. These mortgage restrictions are applicable regardless of whether the stock is publicly held or held solely by Spire Missouri’s parent company. Under the most restrictive of these provisions, no cash dividend may be declared or paid if, after the dividend, the aggregate net amount spent for all dividends after September 30, 1953 would exceed a maximum amount determined by a formula set out in the mortgage. Under that formula, the maximum amount is the sum of $8.0 plus earnings applicable to common stock (adjusted for stock repurchases and issuances) for the period from September 30, 1953 to the last day of the quarter before the declaration or payment date for the dividends. As of September 30, 2024 and 2023, the amount under the mortgage’s formula that was available to pay dividends was $1,797.0 and $1,678.5, respectively, so all of Spire Missouri’s retained earnings were free from such restrictions.

Spire Missouri has 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. Effective October 27, 2024, 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 not to exceed $850.0 any time from that date through  December 31, 2027.

As of  September 30, 2024 and 2023, Spire Missouri had authorized 1,480,000 shares of preferred stock, but none had been issued.

Spire Alabama

As of  September 30, 2024 and 2023, Spire Alabama had authorized 120,000 shares of preferred stock, but none had been issued.

Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income (AOCI), net of income taxes, recognized in the balance sheets at September 30 were as follows:

	Net			Defined Benefit			Net Unrealized
	Unrealized			Pension and			Gain (Loss) on
	Gain (Loss)			Other			Available-for-
	on Cash Flow			Postretirement			Sale Debt
	Hedges			Benefit Plans			Securities			Total
Spire
Balance at September 30, 2022	$	50.4		$	(2.7	)	$	(0.5	)	$	47.2
Other comprehensive income		0.1			0.2			0.1			0.4
Balance at September 30, 2023		50.5			(2.5	)		(0.4	)		47.6
Other comprehensive income		(36.3	)		0.5			0.3			(35.5	)
Balance at September 30, 2024	$	14.2		$	(2.0	)	$	(0.1	)	$	12.1
Spire Missouri
Balance at September 30, 2022	$	—		$	(2.7	)	$	—		$	(2.7	)
Other comprehensive income		—			0.2			—			0.2
Balance at September 30, 2023		—			(2.5	)		—			(2.5	)
Other comprehensive (loss) income		—			0.5			—			0.5
Balance at September 30, 2024	$	—		$	(2.0	)	$	—		$	(2.0	)

Income tax expense (benefit) recorded for items of other comprehensive income (loss) reported in the statements of comprehensive income is calculated by applying statutory federal, state, and local income tax rates applicable to ordinary income. The tax rates applied to individual items of other comprehensive income (loss) are similar within each reporting period. For the periods presented, Spire Alabama had no AOCI balances.