v3.26.1
Divestitures
6 Months Ended
Mar. 31, 2026
Discontinued Operations and Disposal Groups [Abstract]  
Divestitures

3. DIVESTITURES

 

During fiscal year 2026, the Company committed to the divestiture of certain businesses as part of a strategic repositioning to focus on its regulated natural gas utility operations. These actions included agreements to sell Spire Marketing and Belle Butte LLC and its subsidiaries (collectively, “Spire Storage”). We also entered into an agreement to sell Spire Mississippi. As a result, management determined the assets and liabilities met the criteria to be presented as held for sale. The Company expects the proceeds from these divestitures to be used primarily to repay acquisition‑related borrowings incurred in connection with the Piedmont Tennessee Transaction and for other general corporate purposes.

The divestitures of Spire Marketing and Spire Storage represent strategic shifts that have, or will have, a major effect on the Company’s operations and financial results. Accordingly, each has been classified as a discontinued operation during the second quarter of fiscal 2026, and their results have been reclassified to discontinued operations for all periods presented. The related assets and liabilities and results of operations have been retrospectively recast in the accompanying condensed consolidated financial statements.

 

The planned sale of Spire Mississippi does not represent a strategic shift that will have a major effect on the Company’s operations or financial results, as the Company’s remaining regulated utilities Spire Missouri, Spire Alabama, Spire Tennessee, and Spire Gulf continue to represent the substantial majority of the Gas Utility segment’s operations. Accordingly, Spire Mississippi is classified as held for sale, with its results of operations continuing to be reported within continuing operations as part of the Gas Utility segment. The related assets and liabilities have been classified as held for sale for the current period but have not been retrospectively recast for prior periods presented on the condensed consolidated balance sheet.

Upon classification as held for sale, the Company ceased recording depreciation and amortization on the long-lived assets of the Spire Marketing, Spire Storage, and Spire Mississippi disposal groups. See Note 12 - Segment Information for information regarding the Company's change in reportable segments.

 

Discontinued Operations

 

Sale of Spire Marketing

 

In March 2026, Spire entered into a definitive agreement with Boardwalk Pipelines, LP (“Boardwalk”) for the sale of Spire Marketing. In connection with the transaction, Spire entered into a transition services agreement (“TSA”) with Boardwalk pursuant to which Spire will provide certain services for a limited period following the closing. The TSA is structured to generate a profit; however, the related revenues and earnings are not expected to be material to Spire on a consolidated basis.

 

On April 30, 2026, Spire completed the sale of its gas marketing business, Spire Marketing Inc., and received cash proceeds of $212.0. Upon classification as held for sale, the Company measured the Spire Marketing disposal group at the lower of its carrying amount or fair value less cost to sell, resulting in no impairment. The results of the disposal group are included in Income from discontinued operations, net of tax, in the Condensed Consolidated Statements of Income.

Sale of Spire Storage

 

In April 2026, Spire entered into a definitive agreement for the sale of Spire Storage with Subterra Energy Holdings, LLC , an affiliate of I Squared Capital. Total expected consideration from the transaction is approximately $650.0, consisting of $600.0 payable in cash at closing and a $50.0 deferred payment expected to be received in fiscal 2027. The deferred payment is time-based and not contingent upon the future performance of Spire Storage, and is subject to customary closing adjustments, including clearance under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976, as amended, and other regulatory approvals.

 

The transaction is expected to close during the second half of fiscal year 2026. Upon classification as held for sale, the Company measured the Spire Storage disposal group at the lower of its carrying amount or fair value less cost to sell, resulting in no impairment. The results of the disposal group are included in Income from discontinued operations, net of tax, in the Condensed Consolidated Statements of Income.

The following presents the carrying values of the major classes of Assets held for sale and Liabilities associated with assets held for sale included in Spire’s Condensed Consolidated Balance Sheets:

 

(Dollars in millions)

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

 

Total

 

As of March 31, 2026

 

 

 

 

 

 

 

 

 

Non-utility property (net of $7.3 and $22.2 accumulated depreciation, respectively)

 

$

0.8

 

 

$

444.0

 

 

$

444.8

 

Other investments

 

 

 

 

 

0.3

 

 

 

0.3

 

Accounts receivable, net

 

 

85.7

 

 

 

8.0

 

 

 

93.7

 

Inventory

 

 

13.0

 

 

 

2.5

 

 

 

15.5

 

Prepayments

 

 

0.8

 

 

 

1.1

 

 

 

1.9

 

Derivative instrument assets

 

 

85.1

 

 

 

 

 

 

85.1

 

Other

 

 

1.3

 

 

 

 

 

 

1.3

 

Current assets held for sale

 

 

186.7

 

 

 

455.9

 

 

 

642.6

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

70.7

 

 

 

2.6

 

 

 

73.3

 

Wages and compensation accrued

 

 

3.6

 

 

 

0.5

 

 

 

4.1

 

Taxes accrued

 

 

0.2

 

 

 

1.3

 

 

 

1.5

 

Asset retirement obligations

 

 

 

 

 

5.7

 

 

 

5.7

 

Other

 

 

28.8

 

 

 

10.5

 

 

 

39.3

 

Current liabilities held for sale

 

$

103.3

 

 

$

20.6

 

 

$

123.9

 

 

(Dollars in millions)

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

 

Total

 

Year Ended September 30, 2025

 

 

 

 

 

 

 

 

 

Non-utility property (net of $7.1 and $15.7 accumulated depreciation, respectively)

 

$

1.0

 

 

$

441.5

 

 

$

442.5

 

Other non-current assets

 

 

2.0

 

 

 

1.4

 

 

 

3.4

 

Non-current assets held for sale

 

 

3.0

 

 

 

442.9

 

 

 

445.9

 

Accounts receivable:

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

93.3

 

 

 

12.0

 

 

 

105.3

 

Inventory

 

 

31.8

 

 

 

2.4

 

 

 

34.2

 

Prepayments

 

 

0.2

 

 

 

1.5

 

 

 

1.7

 

Derivative instrument assets

 

 

41.5

 

 

 

 

 

 

41.5

 

Current assets held for sale

 

 

166.8

 

 

 

15.9

 

 

 

182.7

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

85.6

 

 

 

6.4

 

 

 

92.0

 

Wages and compensation accrued

 

 

4.0

 

 

 

0.9

 

 

 

4.9

 

Deferred income taxes

 

 

0.5

 

 

 

1.0

 

 

 

1.5

 

Total Other

 

 

16.7

 

 

 

9.1

 

 

 

25.8

 

Current liabilities held for sale

 

 

106.8

 

 

 

17.4

 

 

 

124.2

 

Asset retirement obligations

 

 

 

 

 

5.6

 

 

 

5.6

 

Deferred Credits and Other Liabilities held for sale

 

 

1.6

 

 

 

0.2

 

 

 

1.8

 

Non-current liabilities held for sale

 

$

1.6

 

 

$

5.8

 

 

$

7.4

 

 

(Dollars in millions)

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

 

Total

 

As of March 31, 2025

 

 

 

 

 

 

 

 

 

Non-utility property (net of $6.8 and $9.7 accumulated depreciation, respectively)

 

$

1.6

 

 

$

433.9

 

 

$

435.5

 

Other non-current assets

 

 

2.4

 

 

 

1.3

 

 

 

3.7

 

Non-current assets held for sale

 

 

4.0

 

 

 

435.2

 

 

 

439.2

 

Accounts receivable, net

 

 

131.3

 

 

 

6.9

 

 

 

138.2

 

Inventory

 

 

9.1

 

 

 

5.0

 

 

 

14.1

 

Prepayments

 

 

0.5

 

 

 

2.2

 

 

 

2.7

 

Derivative instrument assets

 

 

45.8

 

 

 

0.1

 

 

 

45.9

 

Current assets held for sale

 

 

186.7

 

 

 

14.2

 

 

 

200.9

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

111.1

 

 

 

11.3

 

 

 

122.4

 

Wages and compensation accrued

 

 

3.4

 

 

 

0.7

 

 

 

4.1

 

Deferred income taxes

 

 

0.2

 

 

 

0.5

 

 

 

0.7

 

Total Other

 

 

38.0

 

 

 

14.1

 

 

 

52.1

 

Current liabilities held for sale

 

 

152.7

 

 

 

26.6

 

 

 

179.3

 

Asset retirement obligations

 

 

 

 

 

5.5

 

 

 

5.5

 

Deferred Credits and Other Liabilities held for sale

 

 

2.2

 

 

 

0.2

 

 

 

2.4

 

Non-current liabilities held for sale

 

$

2.2

 

 

$

5.7

 

 

$

7.9

 

 

The following table presents the results of the Spire Marketing and Spire Storage Disposal Groups, which are included in Income from Discontinued Operations, net of tax, in Spire's Condensed Consolidated Statements of Operations.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2026

 

 

 

 

Six Months Ended
March 31, 2026

 

 

 

(Dollars in millions)

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

Total

 

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

Total

 

Operating Revenues

 

$

159.9

 

 

$

27.7

 

$

187.6

 

 

$

201.0

 

 

$

50.1

 

$

251.1

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas

 

 

83.4

 

 

 

 

 

83.4

 

 

 

122.3

 

 

 

 

 

122.3

 

Operation and maintenance

 

 

6.0

 

 

 

6.4

 

 

12.4

 

 

 

9.1

 

 

 

12.6

 

 

21.7

 

Depreciation and amortization

 

 

0.1

 

 

 

3.1

 

 

3.2

 

 

 

0.2

 

 

 

6.7

 

 

6.9

 

Taxes, other than income taxes

 

 

0.5

 

 

 

0.9

 

 

1.4

 

 

 

0.5

 

 

 

0.9

 

 

1.4

 

Total Operating Expenses

 

 

90.0

 

 

 

10.4

 

 

100.4

 

 

 

132.1

 

 

 

20.2

 

 

152.3

 

Operating Income

 

 

69.9

 

 

 

17.3

 

 

87.2

 

 

 

68.9

 

 

 

29.9

 

 

98.8

 

Interest Expense, Net

 

 

 

 

 

1.6

 

 

1.6

 

 

 

 

 

 

4.0

 

 

4.0

 

Income Before Income Taxes

 

 

69.9

 

 

 

15.7

 

 

85.6

 

 

 

68.9

 

 

 

25.9

 

 

94.8

 

Income Tax Expense

 

 

17.5

 

 

 

3.5

 

 

21.0

 

 

 

17.2

 

 

 

5.8

 

 

23.0

 

Net Income from discontinued operations attributable to Spire Inc.

 

$

52.4

 

 

$

12.2

 

$

64.6

 

 

$

51.7

 

 

$

20.1

 

$

71.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2025

 

 

 

 

Six Months Ended
March 31, 2025

 

 

 

(Dollars in millions)

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

Total

 

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

Total

 

Operating Revenues

 

$

53.6

 

 

$

21.4

 

$

75.0

 

 

$

86.6

 

 

$

39.4

 

$

126.0

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas

 

 

32.3

 

 

 

 

 

32.3

 

 

 

56.9

 

 

 

 

 

56.9

 

Operation and maintenance

 

 

5.6

 

 

 

6.3

 

 

11.9

 

 

 

8.6

 

 

 

14.4

 

 

23.0

 

Depreciation and amortization

 

 

0.3

 

 

 

1.0

 

 

1.3

 

 

 

0.7

 

 

 

2.0

 

 

2.7

 

Taxes, other than income taxes

 

 

0.6

 

 

 

0.4

 

 

1.0

 

 

 

0.5

 

 

 

0.5

 

 

1.0

 

Total Operating Expenses

 

 

38.8

 

 

 

7.7

 

 

46.5

 

 

 

66.7

 

 

 

16.9

 

 

83.6

 

Operating Income

 

 

14.8

 

 

 

13.7

 

 

28.5

 

 

 

19.9

 

 

 

22.5

 

 

42.4

 

Interest Expense, Net

 

 

 

 

 

2.1

 

 

2.1

 

 

 

-

 

 

 

3.9

 

 

3.9

 

Income Before Income Taxes

 

 

14.8

 

 

 

11.6

 

 

26.4

 

 

 

19.9

 

 

 

18.6

 

 

38.5

 

Income Tax Expense

 

 

3.7

 

 

 

2.7

 

 

6.4

 

 

 

5.0

 

 

 

4.3

 

 

9.3

 

Net Income from discontinued operations attributable to Spire Inc.

 

$

11.1

 

 

$

8.9

 

$

20.0

 

 

$

14.9

 

 

$

14.3

 

$

29.2

 

 

Spire has elected not to separately disclose discontinued operations on Spire’s Condensed Consolidated Statements of Cash Flows. The following table summarizes Spire’s cash flows from discontinued operations related to the Spire Marketing and Spire Storage Disposal Groups:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended March 31, 2026

 

 

Six Months Ended March 31, 2025

 

Cash Flow Summary

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

Net cash provided by operating activities

 

$

51.2

 

 

$

38.4

 

 

$

30.8

 

 

$

23.4

 

Net cash used in investing activities

 

 

(51.3

)

 

 

(20.1

)

 

 

(30.8

)

 

 

(78.3

)

 

 

 

Asset Held for Sale (Continuing Operations)

 

Sale of Spire Mississippi

On April 21, 2026, the Company entered into an agreement to sell Spire Mississippi, a wholly-owned subsidiary of Spire, to Delta Mississippi Gas Company, LLC (“Delta Utilities”). The transaction provides for a cash purchase price of $75.0, subject to customary purchase price adjustments, and is expected to close during the first fiscal quarter of 2027, subject to regulatory approval by the Mississippi Public Service Commission and other customary closing conditions. This planned sale does not represent a strategic shift that will have a major effect on the Company's operations or financial results, accordingly, will only be presented as held for sale for balance sheet reporting purposes. If the agreement is terminated upon certain qualifying terminations and subject to certain conditions set forth in the agreement, the purchaser will be required to pay a reverse termination fee of $7.5.

 

Spire Mississippi is classified as held for sale, and its results of operations continue to be reported within continuing operations as part of the Gas Utility segment. Upon classification as held for sale, the Company allocated $18.1 million of goodwill to the Spire Mississippi disposal group. The Company measured the disposal group at the lower of its carrying amount or fair value less costs to sell and, as a result, recorded a goodwill impairment of $3.9 million during the quarter ended March 31, 2026, which is reflected in the condensed consolidated statements of income.

 

The following table summarizes the carrying values of the major classes of assets and liabilities of the Spire Mississippi disposal group classified as held for sale in Spire's Condensed Consolidated Statements of Operations:

(Dollars in millions)

 

Spire Mississippi Disposal Group

 

ASSETS

 

 

 

Utility Plant

 

$

94.9

 

Less – Accumulated depreciation and amortization

 

 

(32.5

)

Net Utility Plant

 

 

62.4

 

Accounts receivable (net of $0.1 allowance)

 

 

4.6

 

Materials and supplies

 

 

0.7

 

Regulatory Assets

 

 

0.8

 

Goodwill (net of $3.9 impairment)

 

 

14.2

 

Current assets held for sale

 

 

82.7

 

 

 

 

 

Accounts payable

 

 

1.4

 

Regulatory liabilities - Current

 

 

0.1

 

Asset retirement obligations

 

 

3.2

 

Regulatory liabilities

 

 

1.4

 

Other

 

 

4.7

 

Current liabilities held for sale

 

$

10.8

 

Sale of Non-Core Equity Interest

During the second quarter of fiscal 2026, the Company completed the sale of a non-core equity interest that was outside its reportable segments and recorded in Other. The investment had previously been accounted for under the equity method and was carried at an immaterial value. The Company received approximately $30.0 in cash proceeds and recognized a pre-tax gain of approximately $28.9, which is included in “Gain on Sale of Subsidiary” in the Condensed Consolidated Statements of Income.