UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number 1-10042 ATMOS ENERGY CORPORATION (Exact name of registrant as specified in its charter) TEXAS 75-1743247 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1800 Three Lincoln Centre 5430 LBJ Freeway, Dallas, Texas 75240 (Address of principal executive offices) (Zip Code) (214) 934-9227 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . Number of shares outstanding of each of the issuer's classes of common stock, as of February 1, 1996. Class Shares Outstanding ----- ------------------ No Par Value 15,921,562 PART 1. FINANCIAL INFORMATION Item 1. Financial Statements ATMOS ENERGY CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share data) December 31, September 30, 1995 1995 ------------ ------------ ASSETS (Unaudited) Property, plant and equipment $615,366 $595,359 Less accum. depreciation and amort. 242,728 232,107 -------- -------- Net property, plant and equipment 372,638 363,252 Current assets Cash and cash equivalents 4,624 2,294 Accounts receivable, net 68,802 25,690 Inventories 6,910 6,747 Gas stored underground 8,280 10,758 Prepayments 2,278 2,747 -------- -------- Total current assets 90,894 48,236 Deferred charges and other assets 35,961 34,295 -------- -------- $499,493 $445,783 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Shareholders' equity Common stock outstanding: 15,905,570 shares at 12/31/95 and 15,519,112 shares at 9/30/95 $ 80 $ 78 Additional paid-in capital 108,252 106,496 Retained earnings 57,792 51,704 -------- -------- Total shareholders' equity 166,124 158,278 Long-term debt 125,303 131,303 -------- -------- Total capitalization 291,427 289,581 Current liabilities Current maturities of long-term debt 13,000 7,000 Notes payable to banks 40,700 33,500 Accounts payable 53,955 24,945 Taxes payable 5,605 1,926 Customers' deposits 10,011 9,343 Other current liabilities 12,744 10,641 -------- -------- Total current liabilities 136,015 87,355 Deferred income taxes 33,913 33,120 Deferred credits and other liabilities 38,138 35,727 -------- -------- $499,493 $445,783 ======== ======== See accompanying notes to consolidated financial statements. - 2 - ATMOS ENERGY CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share data) Three months ended Twelve months ended December 31, December 31, ----------------- ------------------- 1995 1994 1995 1994 -------- -------- -------- -------- Operating revenues $130,468 $117,848 $448,440 $472,155 Purchased gas cost 79,743 74,366 274,187 308,857 -------- -------- -------- ------- Gross profit 50,725 43,482 174,253 163,298 Operating expenses Operation 21,721 19,808 85,344 88,541 Maintenance 1,075 1,004 4,347 5,362 Depreciation and amortization 5,591 5,160 21,172 19,334 Taxes, other than income 4,198 4,078 16,731 16,349 Income taxes 5,195 3,646 11,123 7,762 -------- -------- -------- -------- Total operating expenses 37,780 33,696 138,717 137,348 -------- ------- -------- -------- Operating income 12,945 9,786 35,536 25,950 Other income 160 139 238 554 Interest charges, net 3,872 3,449 14,144 12,437 -------- -------- -------- -------- Net income $ 9,233 $ 6,476 $ 21,630 $ 14,067 ======== ======== ======== ======== Net income per share $ .59 $ .42 $ 1.40 $ .92 ======== ======== ======== ======== Cash dividends per share $ .24 $ .23 $ .93 $ .89 ======== ======== ======== ======== Average shares outstanding 15,674 15,331 15,503 15,266 ======== ======== ======== ======== See accompanying notes to consolidated financial statements. - 3 - ATMOS ENERGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Three months ended December 31, 1995 1994 -------- -------- Cash Flows From Operating Activities Net income $ 9,233 $ 6,476 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization Charged to depreciation and amortization 5,591 5,160 Charged to other accounts 120 904 Deferred income taxes (benefit) 793 (393) Other 98 1,488 -------- -------- 15,835 13,635 Net change in operating assets and liabilities (4,221) 2,622 -------- -------- Net cash provided by operating activities 11,614 16,257 Cash Flows From Investing Activities Retirements of property, plant and equipment 4,064 (34) Capital expenditures (19,161) (13,464) -------- -------- Net cash used in investing activities (15,097) (13,498) Cash Flows From Financing Activities Net increase (decrease) in notes payable to banks 7,200 (35,100) Cash dividends paid (3,739) (3,528) Issuance of long-term debt - 40,000 Repayment of long-term debt - (4,000) Issuance of common stock 2,352 823 -------- -------- Net cash provided (used) by financing activities 5,813 (1,805) -------- -------- Net increase in cash and cash equivalents 2,330 954 Cash and cash equivalents at beginning of period 2,294 2,766 -------- -------- Cash and cash equivalents at end of period $ 4,624 $ 3,720 ======== ======== See accompanying notes to consolidated financial statements. - 4 - ATMOS ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) December 31, 1995 1. Unaudited interim financial information In the opinion of management, all material adjustments necessary for a fair presentation have been made to the unaudited interim period financial statements. Such adjustments consisted only of normal recurring accruals. Because of seasonal and other fac- tors, the results of operations for the three month period ended December 31, 1995 are not indicative of expected results of operations for the year ending September 30, 1996. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q, and should be read in conjunction with the audited consolidated financial statements in the 1995 annual report to shareholders of Atmos Energy Corporation ("Atmos" or the "Company"). The condensed consolidated balance sheet of Atmos Energy Corporation, as of December 31, 1995, and the related condensed consolidated statements of income for the three-month and twelve-month periods ended December 31, 1995 and 1994, and consolidated statements of cash flows for the three- month periods ended December 31, 1995 and 1994, included herein have been subjected to a review by Ernst & Young LLP, the Company's independent accountants, whose report is included herein. Common stock - As of December 31, 1995, the Company had 75,000,000 shares of common stock, no par value (stated at $.005 per share), authorized and 15,905,570 shares outstanding. 2. Business Combination In November 1995, Atmos acquired by means of a merger, all of the assets and liabilities of Oceana Heights Gas Company ("Oceana") of Thibodaux, Louisiana. The transaction was accounted for as a pooling of interests. The outstanding shares of Oceana capital stock were converted into 313,411 shares of Atmos common stock having a market value of $6.4 million. Subsequent to the merger, the business of Oceana has been operated through the Company's Trans Louisiana Gas Company division ("Trans La Division"). The acquisition increased the Trans La Division's customer base by approximately 9,200 customers, or 13 percent, to over 79,000 customers. Although significant for the Trans La Division's operations, the acquisition did not have a material impact on the Company's financial condition and results of operations. The acquisition transaction and Oceana's operating results for the quarter ended December 31, 1995 are reflected in the Company's financial statements for the quarter ended December 31, 1995. - 5 - 3. Contingencies On March 15, 1991, suit was filed in the 15th Judicial District Court of Lafayette Parish, Louisiana, by the "Lafayette Daily Advertiser" and others against the Trans La Division, Trans Louisiana Industrial Gas Company, Inc. ("TLIG"), a wholly owned subsidiary of the Company, and Louisiana Intrastate Gas Corporation and certain of its affiliates ("LIG"). LIG is the Company's primary supplier of natural gas in Louisiana and is not otherwise affiliated with the Company. The plaintiffs purported to represent a class consisting of all residential and commercial gas customers in the Trans La Division's service area. Among other things, the lawsuit alleged that the defendants violated antitrust laws of the state of Louisiana by manipulating the cost-of-gas component of the Trans La Division's gas rate to the purported customer class, thereby causing such purported class members to pay a higher rate. The plaintiffs made no specific allegation of an amount of damages. The defendants brought an appeal to the Louisiana Supreme Court of rulings by the trial court and the Third Circuit Court of Appeal which denied defendants' exceptions to the jurisdiction of the trial court. It was the position of the defendants that the plaintiffs' claims amount to complaints about the level of gas rates and should be within the exclusive jurisdiction of the Louisiana Commission. On January 19, 1993, the Louisiana Supreme Court issued a decision reversing in part the lower courts' rulings, dismissing all of plaintiffs' claims against the defendants which seek damages due to alleged overcharges and further ruling that all such claims are within the exclusive jurisdiction of the Louisiana Commission. Any claims which seek damages other than overcharges were remanded to the trial court but were stayed pending the completion of the Louisiana Commission proceeding referred to below. The Company has reached a tentative settlement with the plaintiffs in the context of the Louisiana Commission proceeding referred to below, which settlement will resolve all outstanding issues relating to the Company, subject to certain procedural conditions. On July 14, 1995, the Louisiana Commission entered an order approving a settlement with the Company and TLIG in connection with its investigation of the costs included in the Trans La Division's purchased gas adjustment component in its rates. The order exonerated the Company of any wrongdoing or manipulation of the cost of gas component of its gas rate to residential and commercial customers. In the settlement, the Company agreed to refund approximately $541,000 plus interest to the Trans La Division's customers over a two-year period due to certain issues related to the calculation of the weighted average cost of gas. The refund totaling approximately $1,016,000, which includes - 6 - interest calculated through October 1, 1995, began in September 1995 and will be credited to customer bills along with interest that accrues after October 1, 1995. Most of the issues that generated the refunds arose before Trans Louisiana Gas Company was acquired by the Company in 1986. The Greeley Gas Company Division of the Company was named a defendant in several lawsuits filed as a result of a fire in a building in Steamboat Springs, Colorado on February 3, 1994. The plaintiffs claimed that the fire resulted from a leak in a severed gas service line owned by the Greeley Division. On January 12, 1996, the jury awarded the plaintiffs an amount totalling approximately $4.9 million, which amount included both compensatory and punitive damages. The jury assessed the Company with liability for all of the damages awarded. The Company has adequate insurance to cover the damages awarded against the Company in this matter. The Company is considering an appeal of the case. From time to time, claims are made and lawsuits are filed against the Company arising out of the ordinary business of the Company. In the opinion of the Company's management, liabilities, if any, arising from these actions are either covered by insurance, adequately reserved for by the Company or would not have a material adverse effect on the financial condition of the Company. 4. Long-term and short-term debt At December 31, 1995, the Company had committed, short-term, unsecured bank credit facilities totaling $90,000,000, all of which was unused. The Company also had aggregate uncommitted lines of $140,000,000, of which $99,300,000 was unused at December 31, 1995. 5. Statements of cash flows Supplemental disclosures of cash flow information for the three month periods ended December 31, 1995 and 1994 are presented below. Three months ended December 31, 1995 1994 ------ ------ (In thousands) Cash paid for Interest $3,987 $4,096 Income taxes 98 - - 7 - INDEPENDENT ACCOUNTANTS' REVIEW REPORT The Board of Directors Atmos Energy Corporation We have reviewed the accompanying condensed consolidated balance sheet of Atmos Energy Corporation as of December 31, 1995, and the related condensed consolidated statements of income for the three-month and twelve-month periods ended December 31, 1995 and 1994 and the statements of cash flows for the three-month periods ended December 31, 1995 and 1994. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, which will be performed for the full year with the objective of expressing an opinion regarding the financial state- ments taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements at December 31, 1995, and for the three-month and twelve-month periods ended December 31, 1995 and 1994 for them to be in conformity with generally accepted ac- counting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Atmos Energy Corporation as of September 30, 1995, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein) and in our report dated November 8, 1995, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of September 30, 1995, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. ERNST & YOUNG LLP Dallas, Texas February 7, 1996 - 8 - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction The Company distributes and sells natural gas to residential, commercial, industrial and agricultural customers in six states. Such business is subject to regulation by state and/or local authorities in each of the states in which the Company operates. In addition, the Company's business is affected by seasonal weather patterns, competitive factors within the energy industry, and economic conditions in the areas that the Company serves. Revenues and sales volume statistics for the three-month and twelve-month periods ended December 31, 1995 and 1994 appear on pages 14 and 15. Rate Activity On February 10, 1995, the Company filed with the Kentucky Commission for a rate increase for its Western Kentucky Gas Company Division. The filing requested an annual revenue increase of approximately $7.7 million, or 5.5 percent, to be effective March 12, 1995. In July 1995 a settlement agreement was filed with the Kentucky Commission. The Company withdrew from the settlement on August 31, 1995, after the Kentucky Commission issued an order that made modifications which the Company found unacceptable. The Company and all intervenors filed a revised settlement, which was approved by the Kentucky Commission without modifications on October 20, 1995, effective November 1, 1995. The order issued by the Kentucky Commission authorizes the Company to increase its rates by $2.3 million annually, and by an additional $1.0 million annually beginning in March 1996. The settlement includes a decrease in depreciation rates, recovery of expenses related to adoption of SFAS No. 106 and includes a provision for the Company to begin a three-year demand-side management pilot program for the 1996-97 heating season, which could cost up to $450,000 annually, resulting in a total annual operating income increase of approximately $4.0 million. The Company provides natural gas service to approximately 168,000 customers in Kentucky. In September 1994, the Company filed to increase revenues by approximately $2.6 million for a portion of its Energas Company service area ("Energas Division"), which affects approximately 217,000 customers and reflects recovery of accrual accounting of postretirement benefits in accordance with SFAS No. 106. In November 1994, the Company implemented an annual revenue increase of approximately $1.5 million affecting approximately 195,000 customers located inside the city limits of towns in this portion of its Energas Division. Upon approval of the Railroad Commission of Texas in January 1995, the Company implemented an annual increase of approximately $.2 million relating to the 22,000 remaining rural customers. - 9 - Greeley Gas Company ("GGC") filed a request for an increase in annual revenues of $4.5 million with the Colorado Public Utility Commission ("Colorado Commission") in September, 1993. On May 1, 1994, the Company implemented an annual increase of $3.2 million or 6.9% in Phase I of this proceeding. The Phase I rates reflect recovery of SFAS No. 106 expenses with external funding, consistent with the recommended decision of the presiding administrative law judge. In October 1994, the Colorado Commission issued its order affirming the increase as set forth in Phase I. In March 1995, the Greeley Gas Division filed Phase II in the rate proceeding, which addressed rate structure. In September 1995 all parties to the proceeding entered into a stipulation and agreement which became final in November 1995 upon the recommendation by an administrative law judge of the Colorado Commission. Effective December 1, 1993, GGC received an annual rate increase of approximately $2.1 million or 10.6% in its Kansas service area. The increase reflects SFAS No. 106 expenses with external funding and a moratorium on rate requests in Kansas until December 1, 1996. In September 1992, the Louisiana Public Service Commission ("Louisiana Commission") issued a rate order to the Company's Trans La Division which included a rate stabilization clause ("RSC") for three years that provided for an annual adjustment to the Company's rates to reflect changes in expenses, revenues and invested capital following an annual review. The RSC provided an opportunity for a return on jurisdictional common equity of between 11.75% and 12.25%. As a result of the Company's filings under the RSC, an increase of $730,000 annually or 2% went into effect on March 1, 1993, an increase of $1.1 million annually or 2.7% went into effect on March 1, 1994, and an increase of $1.1 million annually or 2.0% went into effect on March 6, 1995. FINANCIAL CONDITION For the three months ended December 31, 1995 net cash provided by operating activities totaled $11.6 million compared with $16.3 million net cash provided by operating activities for the three months ended December 31, 1994. Net operating assets and liabilities increased $4.2 million for the three months ended December 31, 1995 compared with an decrease of $2.6 million for the three months ended December 31, 1994. Due to the seasonal nature of the natural gas distribution business, large swings in accounts receivable, accounts payable and inventories of gas in underground storage will occur when entering and leaving the winter or heating season. Major cash flows from investing activities for the three months ended December 31, 1995 included capital expenditures of $19.2 million compared with $13.5 million for the three months ended December 31, 1994. The capital expenditures budget for fiscal 1996 is currently $67.6 million, as compared with actual capital - 10 - expenditures of $62.9 million in fiscal 1995. Capital projects planned for 1996 include major expenditures for mains, services, meters, vehicles and computer equipment. These expenditures will be financed from internally generated funds and financing activities. For the three months ended December 31, 1995, cash flows provided by financing activities amounted to $5.8 million as compared with $1.8 million used by financing activities for the three months ended December 31, 1994. During the quarter, notes payable to banks increased $7.2 million, as compared with a decrease of $35.1 million in the quarter ended December 31, 1994, due to seasonal factors and the refinancing of short-term debt with proceeds from the issuance of $40.0 million of long-term debt in the quarter ended December 31, 1994. There was no issuance or repayment of long-term debt during the quarter ended December 31, 1995. The Company paid $3.7 million in cash dividends during the three months ended December 31, 1995, compared with dividends of $3.5 million paid during the three months ended December 31, 1994. This reflects increases in the quarterly dividend rate and in the number of shares outstanding. In the quarter ended December 31, 1995, the Company issued 386,458 shares of common stock including 313,411 shares issued in connection with the Oceana acquisition. The Company believes that internally generated funds, its short- term credit facilities and access to the debt and equity capital markets will provide necessary working capital and liquidity for capital expenditures and other cash needs for the remainder of fiscal 1996. At December 31, 1995 the Company had $90.0 million in committed short-term credit facilities, all of which was available for additional borrowing. The committed lines are renewed or renegotiated at least annually. At December 31, 1995, the Company also had $140.0 million of uncommitted short-term lines, of which $99.3 million was unused. RESULTS OF OPERATIONS THREE MONTHS ENDED DECEMBER 31, 1995 COMPARED WITH THREE MONTHS ENDED DECEMBER 31, 1994 Operating revenues increased to $130.5 million for the three months ended December 31, 1995 from $117.8 million for the three months ended December 31, 1994. The increase in operating revenues was due to increased gas sales volumes related primarily to colder weather. The weather for the three months ended December 31, 1995 was 2% warmer than the 30-year normal but 12% colder than the weather for the corresponding quarter of the prior year. Volumes sold increased to 33.0 billion cubic feet ("Bcf") from 28.1 Bcf. Changes in cost of gas are reflected in regulated sales prices through purchased gas adjustment mechanisms. The average sales price per thousand cubic feet ("Mcf") sold decreased $.17 to $3.86 while the average cost of gas per Mcf sold decreased $.22 to $2.42. The decrease in the average sales price reflects the decreased gas cost, partially - 11 - offset by rate increases implemented during the past year. Recent rate increases include the following: a $2.3 million annual rate increase in Kentucky effective in November 1995, a $1.7 million annual increase in West Texas effective in November 1994 and a $1.1 million rate stabilization clause annual increase in Louisiana effective in March, 1995. Transportation revenues decreased $1.2 million, due to a decrease of 2.4 Bcf in volumes transported and a decrease of $.05 in average transportation revenue per Mcf. The decrease in transportation revenue per Mcf was related to a change in the mix of transportation services, which include firm, interruptible and special contracts. Gross profit increased by 17% to $50.7 million for the three months ended December 31, 1995, from $43.5 million for the three months ended December 31, 1994. The primary factor contributing to the increased gross profit was the increased sales volumes due to colder weather. Operating expenses, excluding income taxes, increased approximately 8% to $32.6 million for the three months ended December 31, 1995 from $30.1 million for the three months ended December 31, 1994. Factors contributing to the increase were higher distribution and employee welfare expenses. Income taxes increased primarily due to higher pre-tax profits. Operating income increased for the three months ended December 31, 1995 by 32% to $12.9 million from $9.8 million for the three months ended December 31, 1994. The increase in operating income resulted from increased gross profit. Interest charges increased slightly due to higher interest rates on short-term debt in the three months ended December 31, 1995. The Company's weighted average short-term interest rate increased to 6.3% for the quarter ended December 31, 1995, as compared with 5.5% for the quarter ended December 31, 1994. Net income increased for the three months ended December 31, 1995 by approximately 42% to $9.2 million from $6.5 million for the three months ended December 31, 1994. This increase primarily resulted from the increase in operating income. Earnings per share increased by 40% to $.59. Average shares outstanding increased 2.2% as compared with the first quarter of fiscal 1995. Dividends per share increased approximately 4.3% to $.24 due to a $.01 per share increase in the quarterly dividend rate beginning with the dividend paid in December 1995. TWELVE MONTHS ENDED DECEMBER 31, 1995 COMPARED WITH TWELVE MONTHS ENDED DECEMBER 31, 1994 Operating revenues decreased to $448.4 million for the 12 months ended December 31, 1995 from $472.2 million for the 12 months ended December 31, 1994 due to decreased gas cost which is reflected in revenues, decreased sales to non-weather related industrial (including agricultural) customers and decreased transportation volumes. Transportation volumes decreased to 28.0 Bcf from 35.0 Bcf, resulting in a $2.0 million decrease in transportation revenues. Total sales and transportation volumes decreased 3% to approximately 142.2 Bcf for the 12 months ended - 12 - December 31, 1995 from approximately 146.6 Bcf for the 12 months ended December 31, 1994. However, the company-wide weather for calendar year 1995 was 3% colder than for calendar year 1994 but 6% warmer than normal. The Company experienced increased sales volumes with all weather sensitive customer types in the 12 months ended December 31, 1995. The average sales price per Mcf sold decreased $.28 to $3.79. The average cost of gas per Mcf sold decreased $.37 to $2.40. Changes in cost of gas are reflected in regulated sales prices through purchased gas adjustment mechanisms. Gross profit increased by 7% to $174.3 million from $163.3 million for the 12 months ended December 31, 1994. The increase in gross profit for the 12 months ended December 31, 1995 was due to colder weather and increased sales volumes. Operating expenses exclusive of income taxes decreased from $129.6 million for the 12 months ended December 31, 1994 to $127.6 million for the 12 months ended December 31, 1995. Factors contributing to the decrease in operating expenses were decreased distribution, employee welfare, and pension expense. Income taxes increased $3.4 million for the 12 months ended December 31, 1995, compared with the 12 months ended December 31, 1994. The primary reason was higher pre-tax income. Operating income increased from the 12 months ended December 31, 1994 by 37% to $35.5 million for the 12 months ended December 31, 1995. The increase in operating income was due to increased gross profit. Interest charges increased due to higher interest rates on short- term debt in the 12 months ended December 31, 1995. The Company's weighted average short-term interest rate increased to 6.8% for the 12 months ended December 31, 1995, as compared with 4.8% for the 12 months ended December 31, 1994. Net income for the 12 months ended December 31, 1995 was $21.6 million compared with $14.1 million for the 12 months ended December 31, 1994. The increase in net income resulted primarily from the increase in operating income. Earnings per share increased by 52% to $1.40. Average shares outstanding increased approximately 1.6% as compared with the prior year. Dividends per share increased approximately 4.5% to $.93. - 13 - ATMOS ENERGY CORPORATION CONSOLIDATED OPERATING STATISTICS Quarter ended December 31, ------------------- 1995 1994 ------- ------- Average Meters in Service Residential 582,705 569,354 Commercial 61,086 60,196 Industrial (including agricultural) 19,062 19,475 Public authority and other 5,026 4,957 ------- ------- Total 667,879 653,982 Quarter ended 12 Months ended December 31, December 31, -------------------- -------------------- 1995 1994 1995 1994 -------- -------- -------- -------- Sales Volumes -- MMcf (1) Residential 16,856 14,205 49,416 47,069 Commercial 6,970 6,097 20,629 19,847 Industrial (including agricultural) 7,272 6,274 39,044 39,903 Public authority and other 1,876 1,565 5,090 4,782 -------- -------- -------- -------- Total 32,974 28,141 114,179 111,601 Transportation Volumes -- MMcf (1) 7,210 9,640 28,033 34,985 -------- -------- -------- -------- Total Volumes Handled 40,184 37,781 142,212 146,586 ======== ======== ======== ======== Operating Revenues (000's) Gas Revenues Residential $ 71,553 $ 62,884 $218,834 $225,574 Commercial 27,061 24,674 82,369 85,950 Industrial (including agricultural) 21,448 19,940 112,323 123,062 Public authority and other 7,123 6,012 19,296 19,968 -------- -------- -------- -------- Total gas revenues 127,185 113,510 432,822 454,554 Transportation Revenues 2,165 3,332 10,544 12,587 Other Revenues 1,118 1,006 5,074 5,014 -------- -------- -------- ------- Total Operating Revenues $130,468 $117,848 $448,440 $472,155 ======== ======== ======== ======== Average Gas Sales Revenues per Mcf $ 3.86 $ 4.03 $ 3.79 $ 4.07 Average Transportation Revenue per Mcf $ .30 $ .35 $ .38 $ .36 Cost of Gas per Mcf Sold $ 2.42 $ 2.64 $ 2.40 $ 2.77 <FN> (1) Volumes are reported as metered in million cubic feet ("MMcf"). - 15 - ATMOS ENERGY CORPORATION CONSOLIDATED OPERATING STATISTICS (Continued) HEATING DEGREE DAYS (2) Weather Quarter ended December 31, 12 Months ended December 31, Service Sensitive -------------------------- ---------------------------- Area Customers % 1995 1994 Normal 1995 1994 Normal - ------- ----------- ----- ----- ----- ----- ----- ----- Texas (Energas) 47 1,249 1,185 1,382 3,216 3,215 3,528 Kentucky (WKG) 26 1,769 1,351 1,576 4,210 4,049 4,376 Louisiana (Trans La) 11 735 500 676 1,683 1,617 1,760 Colorado, Kansas and Missouri (GGC) 16 2,162 2,211 2,339 5,929 5,651 6,234 ---- System Average 100% 1,473 1,315 1,507 3,737 3,643 3,983 <FN> (2) A heating degree day is equivalent to each degree that the average of the high and the low temperatures for a day is below 65 degrees. The greater the number of heating degree days, the colder the climate. Heating degree days are used in the natural gas industry to measure the coldness of weather experienced and to compare relative temperatures between one geographic area and another. Normal heating degree days are derived from a 30-year average of actual heating degree days compiled by the National Weather Service. - 16 - PART II. OTHER INFORMATION Item 1. Legal Proceedings See Note 3 of notes to consolidated financial statements on pages 6 and 7 herein for a description of legal proceedings. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits A list of exhibits required by Item 601 of Regulation S-K and filed as part of this report is set forth in the Exhibits Index, which immediately precedes such exhibits. (b) Reports on Form 8-K None - 17 - 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, thereunto duly authorized. ATMOS ENERGY CORPORATION (Registrant) Date: February 14, 1996 By: /s/ James F. Purser ------------------------------ James F. Purser Executive Vice President and Chief Financial Officer Date: February 14, 1996 By: /s/ David L. Bickerstaff ------------------------------ David L. Bickerstaff Vice President and Controller (Principal Accounting Officer) - 18 - EXHIBITS INDEX Item 6(a) Exhibit Page Number Description Number ------- ----------- ------- 10.1 Atmos Energy Corporation Restricted Stock Grant Plan (Restated as of November 9, 1994) 10.2 Amendment No. 1 to the Atmos Energy Corporation Restricted Stock Grant Plan (Restated as of November 9, 1994) 10.3 Amendment No. 1 to the Atmos Energy Corporation Supplemental Executive Benefits Plan (Restated as of November 11, 1992) 15 Letter regarding unaudited interim financial information 27 Financial Data Schedule for Atmos for the quarter ended December 31, 1995