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STOCKHOLDERS' EQUITY
12 Months Ended
Sep. 30, 2016
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY
STOCKHOLDERS’ EQUITY
Equity Units
In June 2014, Spire issued 2.875 million equity units, initially consisting of Corporate Units, for an aggregate stated amount of approximately $143.8. Each Corporate Unit has a stated amount of fifty dollars and consists of (i) a stock purchase contract obligating the holder to purchase shares of Spire’s common stock, par value $1.00 per share, and (ii) a 1/20, or 5%, undivided beneficial ownership interest in one thousand dollars principal amount of Spire’s 2014 Series A 2.00% Remarketable Junior Subordinated Notes due 2022 (RSNs). The stock purchase contracts obligate the holders to purchase shares of common stock at a future settlement date prior to the relevant RSN maturity date. The purchase price to be paid under the stock purchase contracts is fifty dollars per Corporate Unit and the number of shares to be purchased will be determined as follows:
If the applicable market value per share
of Spire common stock is:
 
Number of shares to be purchased
per purchase contract is:
Equal to or greater than $57.8125
 
0.8649
Less than $57.8125, but greater than $46.25
 
$50 ÷ applicable market value
Less than or equal to $46.25
 
1.0811

The RSNs are pledged as collateral to secure the purchase of Spire’s common stock under the related stock purchase contracts.
The Company makes quarterly interest payments on the RSNs and quarterly contract adjustment payments on the stock purchase contracts, at the rates described below. The Company may defer payments on the stock purchase contracts and the RSNs for one or more consecutive periods but generally not beyond the purchase contract settlement date. If payments are deferred, interest on the RSNs and contract adjustment payments will compound on each respective payment date in which the payment was deferred. Also, during the deferral period, the Company may not make any cash distributions related to its capital stock, including dividends, redemptions, repurchases, liquidation payments or guarantee payments. Additionally, the Company may not make any payments on or redeem or repurchase any debt securities that are equal in right of payment with, or subordinated to, the RSNs during the deferral period. The Company has recorded the present value of the stock purchase contract payments as a liability offset by a charge to additional paid-in capital in equity. Interest payments on the RSNs are recorded as interest expense and stock purchase contract payments are charged against the liability. Accretion of the stock purchase contract liability is recorded as imputed interest expense. In calculating diluted EPS, the Company applies the treasury stock method to the Corporate Units. These securities did not have an effect on diluted EPS for the years ended September 30, 2016 and 2015.
Under the terms of the stock purchase contracts, assuming no anti-dilution or other adjustments, Spire will issue between approximately 2.5 million and 3.1 million shares of its common stock in April 2017. A total of approximately 4.2 million shares of common stock have been reserved for issuance in connection with the stock purchase contracts. The stock purchase contracts obligate the holders to purchase shares of common stock at a future settlement date (April 1, 2017, or if such day is not a business day, the following business day) prior to the relevant RSN maturity date.
Selected information about the Company’s equity units is presented below:
Issuance Date
 
Units Issued (Millions)
 
Total Net Proceeds
 
Total Long-term Debt
 
RSN Annual Interest Rate
 
Stock Purchase Contract Annual Rate
 
Stock Purchase Contract Liability
6/11/2014
 
2.875
 
$139.4
 
$143.8
 
2.00%
 
4.75%
 
$19.7

Other Stock Information
Spire
On June 20, 2014, Spire filed a registration statement on Form S-3 for the issuance and sale of up to 168,698 shares of its common stock under its Dividend Reinvestment and Stock Purchase Program. There were 106,535 and 101,439 shares at September 30, 2016 and November 11, 2016, respectively, remaining available for issuance under this Form S-3.
On May 17, 2016, Spire completed a public offering of 2,185,000 shares of its common stock, generating $133.2 of proceeds net of issuance costs. On September 23, 2016, Spire and Laclede Gas filed with the SEC a joint shelf registration statement on Form S-3 for issuance of various types of debt and equity securities, which registration statement will expire September 22, 2019. The amount, timing, and type of additional financing to be issued under this shelf registration statement will depend on cash requirements and market conditions.
At September 30, 2016 and 2015, Spire had authorized 5,000,000 shares of preferred stock, but none were issued and outstanding.
Laclede Gas
Laclede Gas periodically sells shares of its stock to Spire at prices per share equal to book value on the last day of the quarter preceding each sale. There was no sale of shares to Spire during fiscal years 2016 or 2015. Laclede Gas sold 28 shares to Spire for $1.1 during fiscal year 2014. Exemption from registration for all of the sales was claimed under section 4(a)(2) of the Securities Act of 1933, as amended.
Substantially all of Laclede Gas plant is subject to the liens of its first mortgage bonds. The mortgage contains several restrictions on Laclede Gas’ 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 Laclede Gas’ 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, 2016 and 2015, the amount under the mortgage’s formula that was available to pay dividends was $916.8 and $891.7, respectively. Thus, all of Laclede Gas’ retained earnings were free from such dividend restrictions as of those dates.
On September 23, 2016, Spire and Laclede Gas filed with the SEC a joint shelf registration statement on Form S-3 for issuance of various types of debt and equity securities, which registration statement will expire September 22, 2019. The amount, timing, and type of additional financing to be issued under this shelf registration statement will depend on cash requirements and market conditions, as well as future MoPSC authorizations.
Laclede Gas has authority from the MoPSC to issue debt securities and preferred stock, including on a private placement basis, as well as to issue common stock, receive paid-in capital, and enter into capital lease agreements, all for a total of up to $300.0. Laclede Gas has issued no securities under this authorization.
At September 30, 2016 and 2015, Laclede Gas had authorized 1,480,000 shares of preferred stock, but none were issued and outstanding.
Alagasco
At September 30, 2016 and 2015, Alagasco has authorized 120,000 shares of preferred stock, but none were issued and outstanding.
Other Comprehensive Income
The components of accumulated other comprehensive income (loss), net of income taxes, recognized in the balance sheets at September 30 were as follows:
 
 
Net Unrealized Gains (Losses) on Cash Flow Hedges
 
Defined Benefit Pension and Other Postretirement Benefit Plans
 
Net Unrealized Losses on Available for Sale Securities
 
Total
Spire
 
 
 
 
 
 
 
 
Balance at September 30, 2014
 
$
0.2

 
$
(1.9
)
 
$

 
$
(1.7
)
Other comprehensive (loss) income
 
(0.6
)
 
0.4

 
(0.1
)
 
(0.3
)
Balance at September 30, 2015
 
(0.4
)
 
(1.5
)
 
(0.1
)
 
(2.0
)
Other comprehensive (loss) income
 
(1.9
)
 
(0.3
)
 

 
(2.2
)
Balance at September 30, 2016
 
$
(2.3
)
 
$
(1.8
)
 
$
(0.1
)
 
$
(4.2
)
 
 
 
 
 
 
 
 
 
Laclede Gas
 
 
 
 
 
 
 
 
Balance at September 30, 2014
 
$

 
$
(1.9
)
 
$

 
$
(1.9
)
Other comprehensive (loss) income
 
(0.2
)
 
0.4

 

 
0.2

Balance at September 30, 2015
 
(0.2
)
 
(1.5
)
 

 
(1.7
)
Other comprehensive income (loss)
 
0.3

 
(0.3
)
 
(0.1
)
 
(0.1
)
Balance at September 30, 2016
 
$
0.1

 
$
(1.8
)
 
$
(0.1
)
 
$
(1.8
)

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 are similar within each reporting period. For the periods presented, Alagasco had no accumulated other comprehensive income (loss) balances.